Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. (a) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In the event that the Majority Stockholder The Corporation shall not authorize in one transaction or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares a series of the Company, following the date hereofrelated transactions, the Management sale or other issuance of any Corporation Securities without first offering to each Stockholder shall have (who are, as defined in the first paragraph of this Agreement, all persons or entities who sign this Agreement), the right to subscribe for and purchase a Pro Rata Amount his, her or its pro rata portion of such Shares or other securities or equity, Corporation Securities for the same purchase price and upon the same terms as the case may be, as are being purchased, Corporation shall desire to issue and sell such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may beCorporation Securities; provided, however, that preemptive rights hereunder shall not apply to Corporation Securities issued to any director, officer or employee of the Corporation in connection with the compensation of such preemptive individual pursuant to an established employee benefit or other compensation plan, or in connection with the issuance of Corporation Securities for services or assets (other than cash or notes). To the extent that any Stockholder elects not to acquire his, her or its portion of such Corporation Securities pursuant to the foregoing sentence, the Corporation shall have the right to issue and sell such Corporation Securities to any person or entity (including another Stockholder); provided, however, that (i) the terms and conditions of the issuance and sale of such Corporation Securities shall be substantially similar to those initially offered to the Stockholders pursuant to the foregoing sentence and (ii) the per share purchase price of such Corporation Securities shall not be exercisable if such Shares or other securities or equity, as less than the case may be, that are per share purchase price initially offered to the Stockholders. The offer to each Stockholder under this Section 2.8 shall be issued effected by delivery of written notice thereof by the Company or any subsidiary are issued Corporation to each of the Stockholders and such offer shall remain open for twenty (A20) by reason of a dividend, split, split-up or other distribution on Shares or equity days after delivery of such subsidiary or (B) pursuant notice. Notice of any Stockholder's intention to accept the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity offer made pursuant to this Section 2.8 shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company made in writing to the Management Stockholder no later than ten Business Days prior to Corporation accepting such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days offer prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise end of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity twenty (up to its Pro Rata Amount20) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right day period of such Management offer. Failure of any Stockholder to have been waived for thattimely accept such offer shall be deemed to be a rejection of such offer. No offer needs to be made to any Stockholder if such offer would result in a violation of any local, but only for that, transactionstate or federal law or regulation. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. The Members agree that they shall not permit Company to sell or issue (aor offer to sell or issue) In any additional Units to any person, unless Company offers to sell or issue to the event other holders of Company Membership Units (each an “Other Holder”), at the same price and on the same terms as the sale or issuance to the Current Holder(s), a number of Membership Units such that, if purchased by such Other Holder, would result in such Other Holder maintaining the same relative percentage interest (measured both by value and by voting) in Company immediately after such sale or issuance as such Other Holder owned immediately prior to such sale or issuance. The Members shall cause Company to notify each Member in writing at least five (5) business days before any such proposed sale or issuance (or if shorter, at the same time as such proposed sale or issuance is offered to the Current Holder(s)), which written notice shall specify the number of Membership Units that each Other Holder is entitled to purchase and the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following the date hereof, the Management Stockholder price therefor. Each Other Holder shall have the right right, but not the obligation, to purchase up to the number of Membership Units as are specified in the notice by delivering a Pro Rata Amount written notice to Company (which written notice shall specify the number of Membership Units (if any) that such Shares or other securities or equityOther Holder has elected to purchase) within three (3) business days of the Other Holder’s receipt of Company’s written notice to him (or, if shorter, such time as the case may beCurrent Holder(s) must indicate whether they will participate in such proposed sale or issuance). For the avoidance of doubt, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right rights specified in this Section 6.6 shall not be exercisable if such Shares apply to any offer, sale or other securities issuance by Company of any non-dilutive Membership Units, nor shall it apply to any Membership Units offered, sold or equity, as the case may be, that are to be issued by Company in connection with: (A) the conversion or exchange of any outstanding securities of Company into Membership Units; (B) any acquisition by Company or any subsidiary are issued (A) by reason of a dividendCompany of any equity interest, splitasset, split-up property or business of any person or any merger, consolidation or other distribution on Shares business combination involving Company or equity any subsidiary of such subsidiary Company; (C) any public offering of securities of Company; or (BD) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares any subdivision or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date split of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionMembership Units. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following From time to time after the date hereof, the Management Stockholder Company may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, "Additional Stock"). Subject to the last Section of this Section 6, if the Company proposes to issue Additional Stock to any Person, Holder shall have the right from and after the date hereof and until the expiration of the Exercise Period, to purchase up to such number of shares of the Additional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice to Holder at least twenty (20) days prior to the issuance of such Additional Stock specifying in reasonable detail the reason for the proposed issuance, the terms thereof and the identity of the proposed purchaser, if any. If Holder intends to purchase a Pro Rata Amount portion of the Additional Stock, such Holder shall (within fifteen (15) days following such written notice from the Company) deliver written notice of such Shares or other securities or equity, as intention to the case may be, as are being purchased, Company. The failure of Holder to give such subscription being conditioned upon a notice within such time period of its intention to purchase Additional Stock shall be deemed to be a waiver of Holder's right to purchase such Additional Stock. The closing of the actual purchase of such Shares or other securities or equity, Additional Stock shall be held at such time and place as the case may be; providedCompany shall determine, howeverbut in any event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 6. Notwithstanding the foregoing, that such preemptive right Holder shall not be exercisable have any such right to purchase Additional Stock if such Shares or other securities or equity, as the case may be, that are Additional Stock is to be issued (i) to employees, officers or directors of the Company to the extent approved by the Board, (ii) as payment of all or any part of the purchase price or merger consideration of any business or assets thereof acquired by the Company or any subsidiary are issued of its Subsidiaries, (Aiii) by reason to any lender in connection with the incurrence of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered Indebtedness by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company any of its intentions as to Subsidiaries, or (iv) upon the exercise of the preemptive any option or other right provided under this Section, including the maximum number described in any of Shares or securities or equity clauses (up to its Pro Rata Amounti) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionthrough (iii). (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In Subject to Section 2.5(e) hereto, the event that the Majority Stockholder Company shall give each Shareholder that, together with its Affiliates, holds one-half of one percent (0.5%) or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares more of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount issued and outstanding Common Stock notice (an “Issue Notice”) of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued any proposed issue by the Company or any subsidiary of its Subsidiaries (other than issues by a Subsidiary to another Subsidiary or its parent company) of any equity securities or any securities convertible or exchangeable for equity securities at least ten (10) Business Days prior to the proposed issue date. The Issue Notice shall specify the price at which such securities are to be issued and the other material terms of the issue. Subject to Section 2.5(d) hereto, each Shareholder (Aother than any Shareholder that, together with its Affiliates, holds five percent (5%) by reason or more of a dividendthe issued and outstanding Common Stock, split, split-up or other distribution on Shares or equity with respect to issuances pursuant to Section 2.5(e) below) shall be entitled to purchase such Shareholder’s pro rata share of such subsidiary or (B) pursuant securities proposed to be issued based on the Merger Agreement. No Management Stockholder’s rights to purchase relative number of Shares or owned by such Shareholder, at the price and on the other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderterms specified in the Issue Notice. (b) Written A Shareholder may exercise its rights under this Section 2.5 by delivering notice specifying of its election to purchase such securities to the contemplated date Company within five (5) Business Days of receipt of the new Shares Issue Notice. A delivery of such notice (which notice shall specify the number (or other amount) of such securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company Shareholder submitting such notice) by such Shareholder shall constitute a binding agreement of such Shareholder to purchase, at the Management Stockholder no later than ten Business Days prior to price and on the terms specified in the Issue Notice, the number of shares (or amount) of such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice Shareholder’s notice. If, at the termination of such five (5) Business Day period, any Shareholder shall not have exercised its rights to inform the Company purchase any of such Shareholder’s pro rata share of such securities, such Shareholder shall be deemed to have waived all of its intentions as rights under this Section 2.5 with respect to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionsecurities. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 The Company shall expire on have 120 calendar days from the date of an Initial Public Offering.the Issue Notice to consummate the proposed issue of any or all of such securities that the Shareholders have elected not to purchase at the price and upon terms that are not materially less favorable to the Company than those specified in the Issue Notice; provided that, if such issue is subject to regulatory approval, such 120 calendar day period shall be extended until the expiration of five

Preemptive Rights. (a) In If the event that Company proposes to issue, grant or sell common stock, preferred stock, other equity securities or Rights, the Majority Stockholder Company shall first give to each 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 its Affiliate 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 any Shares or securities convertible into or exchangeable for Shares 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, following the date hereof, the Management Stockholder shall have 's notice. Any notice by a Securityholder exercising the right to purchase a Pro Rata Amount of such Shares or other equity securities or equityRights pursuant to this Section 5.1 shall constitute an irrevocable commitment to purchase from the Company the equity securities or Rights specified in such 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 their rights set forth in this Section 5.1(a), then the closing of the purchase of equity securities or Rights by Securityholders shall take place on such date, no less than 10 and no more than 60 days after the expiration of the 15-day period referred to above, as the case Company may beselect, 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 are being purchasedcontemplated by Section 5.1(b), such subscription being conditioned upon the actual Company shall issue, grant or sell equity securities or Rights to persons other than Securityholders, then the closing of the purchase of such Shares or other equity securities or equity, Rights shall take place at the same time as the case closing of such issuance, grant or sale. (b) The Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the 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 beoffer, 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 (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that such preemptive right shall the Company may not be exercisable if such Shares issue, grant or other sell equity securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity Rights pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, sentence in an amount greater than the amount of new Shares set forth in such notice minus the amount purchased or securities or equity committed to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionSecurityholders. (c) Notwithstanding Section 7 below, the rights provided in The provisions of this Section 6 5.1 shall expire not apply to the following issuances of securities: (i) pursuant to an employee stock option plan, a stock purchase plan, or a similar benefit program or agreement approved by the Board of Directors of the Company, where the primary purpose is not to raise additional equity capital for the Company, (ii) as direct consideration for the acquisition by the Company 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 majority of the outstanding Shares, (iii) in 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 vote of an Initial Public Offeringa majority of the outstanding Shares.

Preemptive Rights. (ai) In the event that that, in accordance with the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following the date hereofterms set forth in this Agreement, the Management Stockholder shall have Board determines to cause the right Company to purchase a Pro Rata Amount of such Shares issue equity interests in the Company or other securities or equityinterests exercisable for or convertible into equity securities of the Company (“New Shares”), as in each case other than with respect to (A) the case may be, as are being purchased, such subscription being conditioned upon issuance of New Shares in connection with the actual purchase granting or exercise of such Shares employee share options or other securities share incentives pursuant to the Company’s share incentive plans and employment arrangements as in effect from time to time or equitythe issuance of New Shares pursuant to the Company’s employee share purchase plan as in effect from time to time and (B) the issuance of New Shares pursuant to or in consideration for the acquisition of another Person, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares business or other securities or equity, as the case may be, that are to be issued assets by the Company or any subsidiary are issued (A) of its Subsidiaries, whether by reason purchase of a dividendshare, splitmerger, split-up consolidation, purchase of all or other distribution on Shares or equity substantially all of the assets of such subsidiary Person or otherwise, the Board shall cause the Company to provide written notice (Ba “Preemptive Rights Notice”) pursuant thereof to each Investor at least twenty (20) days prior to the Merger Agreementestimated date of such issuance. No Management Stockholder’s rights The Preemptive Rights Notice shall set forth a summary of the material terms of such New Shares, including the estimated amount of New Shares to be issued, the estimated purchase price therefor and the estimated date of issuance of such New Shares. Each Investor shall have the right (a “Preemptive Right”) to purchase a portion of the New Shares or other securities or equal to up to the number of New Shares proposed to be issued multiplied by the percentage of equity pursuant ownership of such Investor in the Company as of the date of delivery of the Preemptive Rights Notice. (ii) Each Investor that desires to exercise its Preemptive Rights hereunder must exercise such Preemptive Right within twenty (20) days after receipt of the Preemptive Rights Notice from the Company, and any failure to exercise such Preemptive Right within such time period shall be deemed a waiver of the Preemptive Right in respect of the New Shares referred to in the related Preemptive Rights Notice. (iii) The election by an Investor not to exercise such Investor’s Preemptive Rights under this Section 3(d) in any one instance shall not affect such Investor’s right as to any subsequent proposed issuance subject to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are 3(d), provided that such Investor continues to be purchased, the amount an Investor as of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offeringdelivery of the Preemptive Right Notice in respect of any such subsequent proposed issuance.

Preemptive Rights. (a) In If the event that the Majority Stockholder Company or any of its Affiliate shall purchase Subsidiaries proposes to issue and sell any Shares of its equity securities or any securities containing options or rights to acquire any equity securities or any securities convertible into equity securities for value, the Company will offer in a written notice furnished in accordance with paragraph 21 to sell to each Investor Shareholder a portion of the number or exchangeable amount of such securities proposed to be sold in any such transaction or series of related transactions equal to the product of the percentage each such Investor Shareholder holds of all Common Stock then held by all of the Shareholders by the number of securities proposed to be issued and sold by the Company in any such transaction or series of related transactions, all for Shares the same price and upon the same economic terms and otherwise on the same terms and conditions as the securities that are being offered in such transaction or series of transactions. If any Investor Shareholder having preemptive rights under this paragraph 4 fails to accept such offer in whole or in part within the period provided below in paragraph 4(c), the Company shall offer in a written notice furnished in accordance with paragraph 21 the securities that were not so accepted to all Investor Shareholders who elected to accept such offer in whole or in part, in the same proportion as the respective Common Stock held by such electing Investor Shareholder bears to the aggregate Common Stock held by all Investor Shareholders who elected to accept such initial offer in whole or in part. Each electing Investor Shareholder shall have an additional period of ten days from and after the date of the Company’s re-offer within which to accept such re-offer in whole or in part. If an Investor Shareholder elects to accept such offer in whole or in part, following such Investor Shareholder shall so accept by written notice to the date hereofCompany given within such 10-day period, provided that all acceptances by Carlyle’s Affiliates shall be made by Carlyle on behalf of its Affiliates. No further offer to the Investor Shareholders under this paragraph 4 is then required with respect to the same offering of securities, except as otherwise required in paragraph 4(c). (b) Notwithstanding the foregoing, the Management Stockholder provisions of this paragraph 4 shall have not be applicable to the right issuance of equity securities (i) pursuant to purchase the Joint Venture Agreement, (ii) upon the exercise of warrants or options or upon the conversion of shares of one class of capital stock into shares of another class in accordance with the provisions of the Company’s Certificate of Incorporation, or (iii) as a Pro Rata Amount of such Shares stock dividend or any stock split or other securities subdivision or equity, as combination of the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may beoutstanding equity securities; provided, however, that such preemptive right the provisions of this paragraph 4 shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason terminate upon completion of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionPublic Offering. (c) Notwithstanding Section 7 belowThe Company will cause to be given to the Investor Shareholders a written notice delivered in accordance with paragraph 21 setting forth in reasonable detail the terms and conditions upon which they may purchase such shares or other securities, including, without limitation, the number of shares or other securities offered by the Company, the price at which such shares or other securities are being offered and the date on which the sale is to be completed (the “Preemptive Notice”). After receiving a Preemptive Notice, if any of the Investor Shareholders wishes to exercise the preemptive rights granted by this paragraph 4 it must give notice to the Company in writing, within 15 business days after the date that such Preemptive Notice is deemed given pursuant to paragraph 21 (subject to extension in the event of a re-offer described in paragraph 3(a) above), stating the quantity of the shares or other securities offered pursuant to this paragraph 4 it agrees to purchase on the terms and conditions set forth in the Preemptive Notice (the “Preemptive Reply”), provided that all Preemptive Replies by Carlyle’s Affiliates shall be made by Carlyle on behalf of its Affiliates. The closing for the sale of the shares or other securities subject to the Preemptive Notice shall occur no earlier than 5 business days after the Preemptive Reply. If the Investor Shareholders fail to make a Preemptive Reply in accordance with this paragraph 4 within the 15-business day period specified in this paragraph 4(c) (subject to extension in the event of a re-offer described in paragraph 3(a) above), shares or other securities offered to it in accordance with this paragraph 4 may thereafter, for a period not exceeding 120 days following the expiration of such 15-business day period, be issued, sold or subjected to rights or options to any purchaser at a price not less than the price at which they were offered to such Investor Shareholders and on other terms and conditions no more favorable to the purchasers thereof than those offered to the Investor Shareholders. Any such shares or other securities not so issued, sold or subjected to rights or options to any purchaser during such 120-day period will thereafter again be subject to the preemptive rights provided for in this Section 6 shall expire on the date of an Initial Public Offeringparagraph 4.

Preemptive Rights. (a) In Not less than 30 days prior to the event that issuance by the Majority Company of (x) debt securities to ▇▇▇▇▇ or any of his Affiliates or (y) equity securities or Derivative Securities (other than an Excluded Issuance), the Company shall offer to each Management Stockholder or its Affiliate shall the opportunity to purchase any Shares or securities convertible into or exchangeable for Shares up to such Management Stockholder’s pro-rata share of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by at the Company or any subsidiary are issued (A) by reason of a dividendsame price, split, split-up or other distribution on Shares or equity of such subsidiary or (B) the same terms and pursuant to the Merger Agreementsame conditions as the Company issues such securities, by delivering to each Management Stockholder a notice identifying the securities to be issued and setting forth the price, terms and conditions of such issuance (the “Participation Rights Offer”). No For purposes of this Section 5.5(a), a Management Stockholder’s rights pro-rata share of the securities to purchase Shares or other securities or equity pursuant to this Section be issued shall be increased as determined based on the number of shares of Common Stock it holds (determined on a result of any other Management Stockholder’s failure to exercise its rights hereunderfully diluted basis calculated using the treasury method). (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such A Management Stockholder shall have until five Business Days prior up to a period of 20 days after the contemplated purchase date specified in receipt of such notice (the “Participation Rights Notice Period”) within which to inform notify the Company of in writing that it wishes to accept the Participation Rights Offer. If a Management Stockholder wishes to purchase less than its intentions as to the exercise pro-rata share of the preemptive right provided under this Sectionsecurities to be issued, including such notice shall so state and shall expressly state the maximum number of Shares or such securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of that such Management Stockholder is willing to purchase. If a Management Stockholder gives such written notice within the Participation Rights Notice Period, it shall be bound to purchase such securities on such terms and subject to such conditions, and it shall do all things necessary to consummate the transaction, including executing and delivering the same documentation that is executed and delivered by the other purchasers of such securities, at the same time as the other purchasers of such securities. If a Management Stockholder does not give notice of acceptance of the Participation Rights Offer within the Participation Rights Notice Period, it shall be deemed to have been waived for that, but only for that, transactionirrevocably rejected the Participation Rights Offer with respect to such issuance. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In If the event that Company proposes to sell any Equity Securities (other than Exempted Securities and other than the Majority Stockholder Preference Shares (if any) issued to Yahoo! in accordance with the Share Repurchase Agreement) (the “Additional Securities”), including in a private placement, as part of a commercial agreement or its Affiliate shall purchase any Shares debt financing, or securities convertible into or exchangeable for Shares otherwise, the Company shall, at least thirty (30) days prior to issuing such Additional Securities, notify each of the Company, following the date hereofYahoo, the Management Stockholder shall have the right to purchase a Pro Rata Amount Members and Softbank in writing of such Shares proposed issuance (which notice shall specify, to the extent practicable, the purchase price or other securities or equitya range for the purchase price, as if any, for, and the case may be, as are being purchasedterms and conditions of, such subscription being conditioned Additional Securities) and shall offer to sell such Additional Securities to each of Yahoo, the Management Members and Softbank in the amounts set forth in Articles 8(c) and 8(d) below and subject to the provisions of Article 8(g) below, upon the actual purchase terms and conditions set forth in the notice and at the Purchase Price as provided in Article 8(e) (the “Preemptive Rights”). For purposes of such Shares or other securities or equity, as calculating the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be number of Additional Securities issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section Article 8, such calculation shall be increased as a result include the maximum number of Ordinary Shares and other equity interests issuable upon the conversion or exercise of any convertible or exchangeable securities, options, warrants or other Management Stockholder’s failure rights to exercise its rights hereunderacquire, any equity interests. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchasedIf Yahoo, the amount Management Members or Softbank wishes to subscribe for a number of new Shares Additional Securities equal to or securities or equity less than the number to be purchased and the material terms thereof shall be delivered by the Company to which they are entitled under this Article 8, Yahoo, the Management Stockholder no later than ten Business Days prior Members or Softbank may do so (by itself or by causing such person(s) to such contemplated purchase date which it would be permitted to transfer Equity Securities pursuant to Section 4.1 of the Shares Shareholders Agreement to subscribe for all or securities or equityportion of such Additional Securities) and shall, and such Management Stockholder shall have until five Business Days prior to in the contemplated purchase date specified in such written notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Sectionoffer, including specify the maximum number of Shares Additional Securities that it (or securities or equity (up to its Pro Rata Amounteach of such person(s)) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionpurchase. (c) Notwithstanding Section 7 belowWith respect to Additional Securities that are Ordinary Shares, the Company shall offer to each of Yahoo, the Management Members and Softbank, all or any portion specified by such exercising party of a number of such Additional Securities such that, after giving effect to the proposed issuance (including the issuance to Yahoo, the Management Members and Softbank pursuant to the Preemptive Rights and including any related issuance resulting from the exercise of preemptive rights provided by any unrelated person with respect to the same issuance that gave rise to the exercise of Preemptive Rights by Yahoo, the Management Members and Softbank), (X) the Yahoo Economic Interest Percentage after such issuance would equal the Yahoo Economic Interest Percentage immediately prior to such issuance, (Y) the Management Member Economic Interest Percentage after such issuance would equal the Management Member Economic Interest Percentage immediately prior to such issuance and (Z) the Softbank Economic Interest Percentage after such issuance would equal the Softbank Economic Interest Percentage immediately prior to such issuance, such number of Additional Securities set forth in each of (X), (Y) and (Z) to constitute the “Preemptive Share Amount” for such party for purposes of any exercise of Preemptive Rights to which this Section 6 shall expire on the date of an Initial Public Offering.Article 8(c)

Preemptive Rights. (a) In Except in the event that case of Excluded Securities, prior to the Majority Stockholder consummation of a Qualified IPO, the Company shall not, and shall cause its Subsidiaries not to, issue, exchange or its Affiliate otherwise Dispose, agree to issue, exchange or otherwise Dispose, or reserve or set aside for the same, any of the Membership Interests or the Equity Interests of any Subsidiary, unless in each case the Company shall purchase any Shares have first offered or securities convertible into caused such Subsidiary to offer (the “Preemptive Offer”) to sell such Membership Interests or exchangeable for Shares Equity Interests, as applicable, to all Members who own Class I Units and are “accredited investors” as defined in Rule 501(a) under the Securities Act (the “Offered Securities”) by delivery to such Members of written notice of such offer stating the Company or Subsidiary of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchasedproposes to sell such Offered Securities, such subscription being conditioned upon the actual number or amount of the Offered Securities proposed to be sold, the proposed purchase price therefor and any other terms and conditions of such Shares or other securities or equity, as offer. The Preemptive Offer shall by its terms remain open and irrevocable for a period of 15 days from the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant date it is delivered to the Merger Agreement. No Management Stockholder’s rights Members eligible to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderreceive such notice (the “Preemptive Offer Period”). (b) Written Each Member being offered the Offered Securities (an “Offeree”) shall have the option, exercisable at any time during the Preemptive Offer Period by delivering written notice specifying to the contemplated date Company (a “Preemptive Offer Acceptance Notice”), to subscribe for (i) the new Shares number or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (Offered Securities up to its Pro Rata AmountProportionate Percentage of the total number or amount of Offered Securities proposed to be issued and (ii) up to its Proportionate Percentage of the Offered Securities not subscribed for which it wishes by other Offerees as specified in its Preemptive Offer Acceptance Notice. Any Offered Securities not subscribed for by an Offeree shall be deemed to exercise its preemptive rights. If no written reply is received be re-offered to and accepted by the Company prior Offerees exercising their options specified in clause (ii) of the immediately preceding sentence with respect to the fifth Business Day before lesser of (A) the contemplated purchase date amount specified in their respective Preemptive Offer Acceptance Notices and (B) an amount equal to their respective Proportionate Percentages with respect to such notice, deemed offer. Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated until either (1) all of the Offered Securities are accepted by the Offerees or (2) no Offeree desires to subscribe for more Offered Securities. The Company may treat shall notify each Offeree accepting Offered Securities hereunder within five days following the preemptive right expiration of the Preemptive Offer Period of the number or amount of Offered Securities which such Management Stockholder Offeree has subscribed to have been waived for that, but only for that, transactionpurchase. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (aSubject to the provisions of Section 16(a) In hereof, in the event that, prior to the occurrence of a Qualified Public Offering, RHH seeks to sell shares of Capital Stock (consisting of one share of Preferred Stock and one share of Common Stock as a “Unit”) in a private or similar non-public placement, each Shareholder shall be entitled to acquire, at the proposed offering price of such Units, that number of Units equal to the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares aggregate number of the Company, following the date hereofUnits proposed to be so offered multiplied by a fraction, the Management Stockholder numerator of which shall be the number of shares of Capital Stock (both Common and Preferred) owned by each respective Shareholder and, without duplication, their Permitted Transferees and the denominator of which shall be the aggregate number of shares of Capital Stock (both Common and Preferred) owned by all Shareholders and, without duplication, their Permitted Transferees. In connection with any proposed issuance of such Units, RHH will give prior notice as soon as possible, but in any event at least fifteen (15) days prior written notice, of its intention to effect such issuance to each Shareholder, specifying in such notice the number of Units to be sold, and the proposed offering price per Unit. Each Shareholder shall have the right right, exercisable within ten (10) days after receipt of such notice, to elect to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are up to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares Units to which such Shareholder is entitled to acquire hereunder with such purchase being effected by such Shareholder’s payment to RHH, on or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in 20th day after such notice, by wire transfer of immediately available funds, an amount equal to the Company may treat number of Units to be purchased by such Shareholder, multiplied by the preemptive right offering price per Unit, against delivery of certificates evidencing the number of shares of Preferred Stock and Common Stock so acquired, which will be issued in the name of such Management Stockholder Shareholder. To the extent any Units proposed to be sold in such private placement shall not have been waived for thatsubscribed to by an existing Shareholder, but only for thatRHH shall be free thereafter to sell such Units by way of a private placement, transaction. (c) Notwithstanding Section 7 belowor similar offering, at an offering price per Unit not less than that set forth in the rights provided in this Section 6 shall expire on notice to the date Shareholders. Until the occurrence of an Initial a Qualified Public Offering, or until the redemption of all shares of Preferred Stock, RHH shall only issue shares of its Capital Stock in Units.

Preemptive Rights. (a) In If the event that the Majority Stockholder Company or any of its Affiliate shall purchase Subsidiaries proposes to issue and sell any Shares of its equity securities or any securities containing options or rights to acquire any equity securities or any securities convertible into equity securities for value, the Company will offer in a written notice furnished in accordance with paragraph 22 to sell to each Investor Shareholder a portion of the number or exchangeable amount of such securities proposed to be sold in any such transaction or series of related transactions equal to the product of the percentage each such Investor Shareholder holds of all Common Stock then held by all of the Shareholders by the number of securities proposed to be issued and sold by the Company in any such transaction or series of related transactions, all for Shares the same price and upon the same economic terms and otherwise on the same terms and conditions as the securities that are being offered in such transaction or series of transactions. If any Investor Shareholder having preemptive rights under this paragraph 4 fails to accept such offer in whole or in part within the period provided below in paragraph 4(c), the Company shall offer in a written notice furnished in accordance with paragraph 22 the securities that were not so accepted to all Investor Shareholders who elected to accept such offer in whole or in part, in the same proportion as the respective Common Stock held by such electing Investor Shareholder bears to the aggregate Common Stock held by all Investor Shareholders who elected to accept such initial offer in whole or in part. Each electing Investor Shareholder shall have an additional period of ten days from and after the date of the Company’s re-offer within which to accept such re-offer in whole or in part. If an Investor Shareholder elects to accept such offer in whole or in part, following such Investor Shareholder shall so accept by written notice to the date hereofCompany given within such 10-day period, provided that all acceptances by Carlyle’s Affiliates shall be made by Carlyle on behalf of its Affiliates. No further offer to the Investor Shareholders under this paragraph 4 is then required with respect to the same offering of securities, except as otherwise required in paragraph 4(c). (b) Notwithstanding the foregoing, the Management Stockholder provisions of this paragraph 4 shall have not be applicable to the right issuance of equity securities (i) pursuant to purchase the Capital Contribution Agreement, (ii) upon the exercise of warrants or options or upon the conversion of shares of one class of capital stock into shares of another class in accordance with the provisions of the Company’s Certificate of Incorporation, or (iii) as a Pro Rata Amount of such Shares stock dividend or any stock split or other securities subdivision or equity, as combination of the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may beoutstanding equity securities; provided, however, that such preemptive right the provisions of this paragraph 4 shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason terminate upon completion of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionPublic Offering. (c) Notwithstanding Section 7 belowThe Company will cause to be given to the Investor Shareholders a written notice delivered in accordance with paragraph 22 setting forth in reasonable detail the terms and conditions upon which they may purchase such shares or other securities, including, without limitation, the number of shares or other securities offered by the Company, the price at which such shares or other securities are being offered and the date on which the sale is to be completed (the “Preemptive Notice”). After receiving a Preemptive Notice, if any of the Investor Shareholders wishes to exercise the preemptive rights granted by this paragraph 4 it must give notice to the Company in writing, within 15 business days after the date that such Preemptive Notice is deemed given pursuant to paragraph 22 (subject to extension in the event of a re-offer described in paragraph 3(a) above), stating the quantity of the shares or other securities offered pursuant to this paragraph 4 it agrees to purchase on the terms and conditions set forth in the Preemptive Notice (the “Preemptive Reply”), provided that all Preemptive Replies by Carlyle’s Affiliates shall be made by Carlyle on behalf of its Affiliates. The closing for the sale of the shares or other securities subject to the Preemptive Notice shall occur no earlier than 5 business days after the Preemptive Reply. If the Investor Shareholders fail to make a Preemptive Reply in accordance with this paragraph 4 within the 15-business day period specified in this paragraph 4(c) (subject to extension in the event of a re-offer described in paragraph 3(a) above), shares or other securities offered to it in accordance with this paragraph 4 may thereafter, for a period not exceeding 120 days following the expiration of such 15-business day period, be issued, sold or subjected to rights or options to any purchaser at a price not less than the price at which they were offered to such Investor Shareholders and on other terms and conditions no more favorable to the purchasers thereof than those offered to the Investor Shareholders. Any such shares or other securities not so issued, sold or subjected to rights or options to any purchaser during such 120-day period will thereafter again be subject to the preemptive rights provided for in this Section 6 shall expire on the date of an Initial Public Offeringparagraph 4.

Preemptive Rights. At any time that the Company proposes to sell Interests to any Person other than Class A Units issued in accordance with Section 4.1 or Section 4.7, each Member other than a Defaulting Member (aeach, a “Preemptive Rights Member”) shall have the preemptive right to purchase its Class A Sharing Percentage share of the Interests. Any participation pursuant to this Section 4.4 shall be on the same terms and conditions as applied to all offerees in the respective offering. In the event that of a proposed transaction or transactions giving rise to preemptive rights of Preemptive Rights Members, the Majority Stockholder or its Affiliate Company shall purchase any Shares or securities convertible into or exchangeable for Shares provide notice (“Preemptive Right Notice”) to the Preemptive Rights Members, which Preemptive Rights Notice shall contain the price at which the Interests will be offered and the other material terms of the Companyoffering and such Interests, following no later than ten (10) Business Days prior to the date hereofexpected consummation of such transaction or transactions. Each Preemptive Rights Member shall provide notice of its election to exercise its preemptive rights within five (5) Business Days after delivery of the Preemptive Right Notice from the Company (each Preemptive Rights Member electing to exercise its preemptive right in such instances is referred to as an “Electing Party”). The failure of a Preemptive Rights Member to respond to the Preemptive Right Notice and affirmatively exercise its preemptive right in accordance with the terms of this Agreement shall be deemed as an election of the Preemptive Rights Member not to exercise its preemptive right in connection with the proposed transaction. If a Preemptive Rights Member shall elect not to exercise its respective preemptive right or fails to timely exercise, the Management Stockholder Electing Parties who timely exercise shall have the right to purchase the Interests (a Pro Rata Amount “Subsequent Purchase”) as to which no such right was exercised (based on the ratio that the Class A Sharing Percentage of each Electing Party desiring to purchase the additional Interests bears to the sum of the Class A Sharing Percentages of all Electing Parties desiring to purchase the additional Interests) insofar as more than one such Electing Party desires to so purchase additional Interests. In the event of a situation described in the preceding sentence in which a Preemptive Rights Member does not exercise its preemptive right, the Company shall provide notice (the “Subsequent Notice”) of such Shares or other securities or equity, as fact within three (3) Business Days following expiration of the case may be, as are being purchased, deadline for submission of notices concerning such subscription being conditioned upon elections from the actual parties possessing preemptive rights. Each Electing Party that desires to purchase the additional Interests shall respond to the Subsequent Notice by sending a response notice with respect thereto within three (3) Business Days after delivery of such Shares or other securities or equity, as the case may be; provided, however, that such Subsequent Notice. The failure of an Electing Party to respond to a Subsequent Notice and affirmatively exercise its preemptive right shall not be exercisable if such Shares or other securities or equity, as in accordance with the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason terms of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section Agreement shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes deemed an election not to exercise its preemptive rightsright in connection with the Subsequent Purchase. If no written reply is received by the Company prior number of Interests proposed to be offered as described in the fifth Business Day before Preemptive Rights Notice exceeds the contemplated purchase date specified in such noticesum of the Interests for which the Preemptive Rights Members timely elected to exercise their preemptive rights (including with respect to any Subsequent Notice), the Company may treat the preemptive right offer and issue such excess Interests or any portion thereof (at a price and on other terms and conditions not more favorable to any proposed offeree or purchaser of such Management Stockholder Interests than those set forth in the Preemptive Rights Notice) to any purchaser of such Interests within one-hundred-twenty (120) days after the date the Preemptive Rights Notice (or, if applicable, the Subsequent Notice) was delivered. If such issuance is not made within such one-hundred twenty (120) day period, the Company shall not thereafter issue or sell any of such Interests without first re-offering such securities in the manner provided above; provided, that if such issuance or sale is subject to regulatory approval, such one-hundred-twenty (120) day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been waived for thatreceived, but only for thatin no event later than one-hundred-eighty (180) days from the date the Preemptive Rights Notice (or, transaction. (c) Notwithstanding Section 7 belowif applicable, the rights provided in this Section 6 shall expire on the date of an Initial Public OfferingSubsequent Notice) was delivered.

Preemptive Rights. (a) In Subject to Sections 5.03(c) and 9.03, in the event that the Majority Stockholder Company proposes to Transfer (or its Affiliate shall purchase issue pursuant to a Transfer constituted by an offer) any Shares shares of, or securities convertible into or exercisable or exchangeable for Shares of the Companyany shares of, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued Capital Stock (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B“Additional Stock”) pursuant to an Eligible Offering, the Merger AgreementCompany shall deliver a written notice (a “Preemptive Notice”) thereof to each Stockholder at least twenty days prior to the consummation of such Eligible Offering. No Management StockholderThe Preemptive Notice shall: (i) state the Company’s rights bona fide intention to purchase Shares or other securities or equity offer such Additional Stock; (ii) state the number and class of shares of such Additional Stock to be offered; (iii) state the price and terms upon which it proposes to offer such Additional Stock; and (iv) contain an offer to sell to each Stockholder at the same price and for the same consideration to be paid by purchasers in the Eligible Offering, an amount sufficient for such Stockholder to maintain its Pro Rata Portion of the Company Capital Stock prior to the issuance of Company Capital Stock pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderthe Eligible Offering. (b) Written For a period of 15 days following the delivery of such Preemptive Notice, each Stockholder (including Société Générale as fiduciary for each Manager severally) shall be entitled, by written notice specifying to the contemplated date Company, to elect to purchase all or part of the new Shares Additional Securities described therein. To the extent that an election pursuant to this Section 5.03 is not made by a Stockholder within such 15 day period, such Stockholder (and each Manager) shall be deemed to have rejected such offer. In the event that any such offer is accepted by any Stockholder or other securities or equity are to be purchasedby Société Générale as fiduciary for any Manager, the amount of new Shares or securities or equity to be purchased and the material terms thereof Company shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior sell to such contemplated purchase date of the Shares or securities or equityStockholder, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform from the Company (in the case of its intentions Société Générale, as fiduciary for such Manager), for the consideration and on the terms set forth in the Preemptive Notice, the securities that such Stockholder or Société Générale has elected to purchase at the exercise same time as the consummation of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionEligible Offering. (c) Notwithstanding This Section 7 below5.03 shall not apply to the Transfer (or the issuance pursuant to a Transfer constituted by an offer) by the Company from time to time of additional shares of the Company Capital Stock to Société Générale as fiduciary for employees, directors and/or advisory board members of the rights provided Company or its Affiliates, unless such Transfer would cause the aggregate number of shares held by Société Générale as fiduciary for the Managers (including such employees, directors and/or advisory board members) to exceed 10.0% of the number of shares of Company Capital Stock; provided, that (i) any employee in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary pursuant to this Section 6 5.03(c) shall expire on execute a Joinder Agreement – Manager prior to such Transfer, whereupon such employee shall be deemed a “Manager” and shall have the date same rights and be bound by the same obligations as the Managers hereunder, and Société Générale, as fiduciary for such Person, shall have the same rights and be bound by the same obligations, in that capacity, as it has as fiduciary for the Managers hereunder, and (ii) any other Person to whom the Company proposes to Transfer shares (or in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary) pursuant to this Section 5.03 shall execute a Joinder Agreement – Stockholder prior to such Transfer, whereupon such Person shall be deemed a “Stockholder” and shall have the same rights and be bound by the same obligations as the Stockholders hereunder. (d) This Section 5.03 shall not apply to an Initial Public Offeringissuance of Company Capital Stock made pursuant to Section 5.08. (e) The Stockholders shall in respect of any issuance of securities required to be issued pursuant to this Section 5.03 effect such increases in the authorized Company Capital Stock as may be necessary to permit such issuance. The Company shall use commercially reasonable efforts to comply with any applicable securities laws before issuing any securities pursuant to this Section 5.03.

Preemptive Rights. (a) In If, at any time prior to the event that consummation of an Extraordinary Event or a Conversion Event, the Majority Stockholder Company desires to issue any equity securities to any third party or its Affiliate parties other than in connection with such Extraordinary Event or PO, the Company shall promptly deliver a written notice (the “Preemptive Right Notice”) to each Investor setting forth a description and the number of equity securities proposed to be issued, the proposed purchase any Shares or securities convertible into or exchangeable for Shares price and the terms of such issuance. Upon receipt of the CompanyPreemptive Right Notice, following the date hereof, the Management Stockholder each Investor shall have the right to purchase a Pro elect to purchase, at the price and on the terms stated in the Preemptive Right Notice, up to such Investor’s Pro-Rata Amount Share of such Shares or other securities or equitysecurities. Such election shall be made by written notice to the Company within thirty (30) calendar days after receipt by such Investor of the Preemptive Right Notice (the “Acceptance Period”), as whereupon the case may beCompany shall promptly sell and such Investor shall buy, as are being purchased, such subscription being conditioned upon the actual purchase terms specified, the number of securities agreed to be purchased by such Investor. In the event that less than all Investors choose to exercise such preemptive right, no Investor shall have any right to subscribe to any additional securities to be issued. (b) The Company shall be free at any time during a period of ninety (90) days following the expiration of the applicable Acceptance Period to offer and sell to any third party or parties the number of such Shares or other securities or equity, as not purchased by the case may beInvestors at a price and on payment terms no less favorable to the Company than those specified in the Preemptive Right Notice; provided, however, that such preemptive right shall not be exercisable if such Shares third-party sale or other securities or equity, as the case may be, that sales are to be issued by the Company or any subsidiary are issued not consummated within such ninety (A90) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticeday period, the Company may treat the preemptive right of shall not thereafter issue or sell such Management Stockholder to have been waived for that, but only for that, transactionsecurities without again complying with this Section 5. (c) Notwithstanding Section 7 below, the The preemptive rights provided contained in this Section 6 5 shall expire not apply to equity securities issued or sold (i) as a stock dividend or upon any subdivision, split or combination of the outstanding shares of capital stock, (ii) pursuant to subscriptions, warrants, options, convertible securities, convertible notes or other rights that are disclosed in the Memorandum as being issued or outstanding on the date thereof, (iii) pursuant to the grant of an Initial Public options, or the exercise of options, to purchase equity securities granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, and pursuant to the Company’s 1998 Stock Option Plan, subject to limitations imposed by the Company’s Board of Directors (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like), (iv) pursuant to the issuance and/or exercise of the Placement Agent’s warrants issued in connection with the Offering, and the issuance of such warrants, and any similar warrants issued in connection with any future financing, (v) in connection with any merger, acquisition, business combination or other reorganization, (vi) in connection with equity issuances to strategic or institutional investors, as determined by the Placement Agent and the Company’s Board of Directors, and (vii) in connection with the issuance of any so-called “equity kickers” to banks or institutional investors. (d) Notwithstanding anything contained herein to the contrary, the preemptive rights set forth in this Section 5 may be waived by a written waiver duly executed by Investors holding more than fifty (50%) percent of the total number of shares of Series A Preferred Stock held by all Investors at the time of such waiver.

Preemptive Rights. (a) In If, after the event that Closing Date but prior to the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares conversion of the CompanyConvertible Preferred Stock into Common Stock the Company shall propose to issue or sell New Securities or enters into any contracts, following commitments, agreements, understandings or arrangements of any kind relating to the date hereofissuance or sale of any New Securities, the Management Stockholder Purchaser shall have the right to purchase a Pro Rata Amount that number of such Shares or other securities or equity, as New Securities at the case may be, as are being purchased, such subscription being conditioned upon same price and on the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are same terms proposed to be issued or sold by the Company or any subsidiary are issued so that the Purchaser would after the issuance and sale of all such New Securities, hold the same proportionate interest (Athe "Proportionate Percentage") of the then outstanding shares of Common Stock as was held by reason the Purchaser immediately prior to such issuance and sale (based upon the number of a dividend, split, split-up or other distribution on Shares or equity shares of such subsidiary or (B) pursuant Common Stock to be received upon conversion of the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result Convertible Preferred Stock and exercise of any other Management Stockholder’s failure to exercise its rights hereunderthe Class II Warrants). (b) Written The Company shall give the Purchaser written notice specifying of its intention to issue and sell New Securities, describing the contemplated date the new Shares or other securities or equity are to be purchasedtype of New Securities, the amount of new Shares or securities or equity to be purchased price and the material general terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction.and (c) Notwithstanding Section 7 belowIf the Purchaser fails to provide notice to the effect that Purchaser agrees to exercise in full such right within the Offer Period, the Company shall have 125 days thereafter to sell the New Securities in respect of which the Purchaser's rights were not exercised, at a price and upon general terms and conditions no more favorable to the buyers thereof than specified in the Company's notice to Purchaser pursuant to this Section. If the Company has not sold the New Securities within such 125-day period, the Company shall not thereafter issue or sell any New Securities, except by giving the Purchaser the right to purchase its Proportionate Percentage in the manner provided in this Section 6 shall expire on the date of an Initial Public Offeringabove.

Preemptive Rights. (a) In Except in the event that case of Excluded Securities, the Majority Stockholder Company shall not issue, sell or its Affiliate exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Securities unless the Company shall purchase any Shares or securities convertible into or exchangeable for Shares of have first offered (the "Preemptive Offer") to sell such Securities to the Company, following 's Shareholders on the date hereof, the Management Stockholder terms set forth herein. Each Shareholder shall have the a preemptive right to purchase a Pro Rata Amount up to such Shareholder's Common Equity Percentage of such Shares Securities. Each Shareholder may assign all or other securities any part of its rights and responsibilities with respect to such Offer (as defined below) to an Affiliate. Such Affiliate or equityAffiliates which are such assignees shall thereafter be deemed to be such assigning Shareholder (to the extent of such assignment) for purposes of applying this Section 3 to such Preemptive Offer. Each such Affiliate shall agree in writing, as a condition to such assignment, to execute a Counterpart in the case may be, as are being purchased, such subscription being conditioned upon the actual event of a purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) Securities pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereundersuch assignment. (b) Written The Company shall deliver to each Shareholder written notice of the Preemptive Offer, specifying the contemplated date price and terms and conditions of the new Shares or other securities or equity are to be purchasedoffer, including without limitation, the minimum and maximum limits on the amount of new Shares or securities or equity Securities proposed to be purchased and the material terms thereof shall be delivered sold by the Company pursuant to the Management Stockholder no later than ten Business Days prior offer (the "Offer"), and the Common Equity Percentage applicable to the Shareholder receiving such contemplated notice. The Preemptive Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from the date such notice is given (the "30-Day Period"). (c) If a Shareholder desires to purchase date Securities pursuant to the Preemptive Offer, such Shareholder shall evidence his or its intention to accept the Preemptive Offer by delivering a written notice to the Company, signed by the Shareholder, setting forth the percentage of the Shares or securities or equitySecurities (not exceeding such Shareholder's Common Equity Percentage of such Securities) that the Shareholder elects to purchase (the "Notice of Acceptance"). Provided the minimum number of Securities set forth in the Preemptive Offer has been sold after conclusion of all procedures set forth in this Section 3, and such Management Stockholder then, upon closing of the Preemptive Offer, each Shareholder shall have until five Business Days prior be obligated to buy the contemplated purchase date specified percentage set forth in such notice Shareholder's Notice of Acceptance times the number of Securities being sold at such closing. The Company shall not be permitted to inform sell at such closing (or any subsequent closing with respect to which the Company of its intentions procedures set forth in this Section 3 have not again been followed, except as to the exercise of the preemptive right provided under in this Section, including Section 3) more than the maximum number of Shares or securities or equity Securities set forth in the Preemptive Offer. The Notice of Acceptance must be given, if at all, prior to the end of the 30-Day Period. Within five (up 5) days following the end of the 30-Day Period, the Company shall give written notice (the "Notice of Refused Securities") to its Pro Rata Amount) the Shareholders setting forth the percentage of Securities for which it wishes a Notice of Acceptance was not received (the "Refused Securities"). (d) If the Shareholders give Notices of Acceptance to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business end of the 30-Day before Period indicating their intention to purchase, in the contemplated aggregate, less than the maximum amount of Securities set forth in the Preemptive Offer, each Shareholder giving a Notice of Acceptance ("Accepting Shareholders") shall be entitled to purchase by an additional Notice of Acceptance given to the Company within ten (10) days after the date the Notice of Refused Securities is given (the "10-Day Period"), that proportion of the Refused Securities which the Common Equity Percentage of such Accepting Shareholder (prior to the Offer) bears to the Common Equity Percentage of all Accepting Shareholders. (e) If the Shareholders give Notices of Acceptance prior to the end of the 30-Day Period or 10-Day Period, as applicable, indicating their intention to purchase, in the aggregate, at least the minimum amount of Securities set forth in the Preemptive Offer, the Company shall schedule a closing of the sale of the Securities to occur on a date not more than sixty (60) days nor less than twenty (20) days after the termination of the 30-Day Period or 10-Day Period, as applicable. Upon the closing of the sale of the Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Offer. (f) Regardless of whether the Shareholders tender Notices of Acceptance pursuant to subsection (c) and (d) of this Section 3 for at least the minimum amount of Securities set forth in the Offer within the 30-Day Period or the 10-Day Period, as applicable, any remaining Refused Securities may be sold for a period of ninety (90) days after the expiration of the 30-Day Period or 10-Day Period, as applicable (the "90-Day Period"), to any other Person or Persons (including without limitation, executive officers of the Company), upon terms and conditions which are in all material respects (including without limitation, price, form of consideration, payment period and interest rates) the same as those set forth in the Preemptive Offer. The closing of the sale of such noticeRefused Securities (which shall include full payment to the Company in cash or notes in accordance with the terms of such offer (the "Outside Offer")) shall take place not more than thirty (30) days after the expiration of such 90-Day Period and not less than twenty (20) days after notice of said closing shall have been given by the Company to each Accepting Shareholder. In the event Accepting Shareholders gave Notices of Acceptance for less than the minimum number of Securities set forth in the Preemptive Offer, provided the Refused Securities agreed to be purchased plus the Securities for which Accepting Shareholders gave Notices of Acceptance exceeds such minimum, then at the same time as the closing of the sale of Refused Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Preemptive Offer. (i) If at least the minimum amount of the Securities set forth in the Preemptive Offer and the Outside Offer are not agreed to be purchased within the 90-Day Period, the Company may treat the preemptive right rescind all Notices of Acceptance tendered by Shareholders by providing written notice of such Management Stockholder rescission to have been waived for that, but only for that, transactioneach Accepting Shareholder and the Company shall not sell any Securities pursuant to the Outside Offer. (cii) Notwithstanding Any Securities as to which Notices of Acceptance are rescinded, and any Refused Securities not purchased in the Outside Offer may not be sold or otherwise disposed of until they are again offered to the Shareholders under the procedures specified in subsections (a) through (g) hereof. (h) The transferability of Securities purchased by any Shareholder or other Person pursuant to this Section 7 below, 3 shall be subject to the rights provided terms and conditions set forth in this Section 6 Agreement and any Person who is not then a Shareholder and who purchases Securities shall expire execute a Counterpart as a condition precedent to such purchase. The obligation of any Shareholder to purchase such Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Preemptive Offer or Outside Offer which shall be reasonably satisfactory in form and substance to the Company and its counsel, and such Shareholder or other purchaser and such Shareholder's or other purchaser's counsel. (i) The Shareholders hereby waive any preemptive rights that they may have in connection with the grant of options to purchase 1,918 shares of Common Stock at $0.01 per share to a consultant as of July 1, 2001 and the grant of options to purchase up to 9,200 shares of Common Stock at $71.00 per share to management employees on November 27, 2001. The Board of Directors determined that these exercise prices were not less than the fair market value of the Common Stock on the date of an Initial Public Offeringrespective grant dates.

Preemptive Rights. (a) In The Issuer covenants and agrees with the event Purchasers that, for so long as a Purchaser continues to hold any Warrant Shares, the Issuer shall not offer any equity securities, including, without limitation, any warrants, options, convertible debt or other convertible securities to any person (the “Offered Securities”), unless the Issuer shall have first offered to sell to each such Purchaser its Pro Rata Portion (as defined below) of such Offered Securities at the price and on such other terms as shall have been specified by the Issuer in a writing delivered to each such Purchaser (the “Rights Offer”), which Rights Offer by its terms shall remain open and irrevocable for a period of ten (10) days from the date the notice of the Rights Offer is delivered by the Issuer to each such Purchaser (such period being hereinafter referred to as the “Offer Period”). “Pro Rata Portion” shall mean, with respect to each Purchaser, the ratio that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares sum of the Companynumber of shares of Common Stock held by such Purchaser immediately prior to the Rights Offer (after giving effect to the exercise of all outstanding options and warrants, following and the date hereofconversion of all outstanding convertible securities, if any, held by such Purchaser) bears to the Management Stockholder shall have sum of (i) the right to purchase a Pro Rata Amount total number of such Shares shares of Common Stock then outstanding and (ii) the number of shares of Common Stock issuable upon exercise or conversion of any and all outstanding options, warrants, convertible securities or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderacquire Common Stock. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are Notice of any Purchaser’s intention to be purchased, the amount of new Shares or securities or equity accept a Rights Offer made pursuant to be purchased and the material terms thereof Section 9.17(a) shall be evidenced by a writing signed by such Purchaser and delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days Issuer prior to the end of the Offer Period (the “Notice of Acceptance”) setting forth such portion of the Offered Securities which such Purchaser elects to purchase (the “Purchased Securities”), which in any event, shall be no greater than such Purchaser’s Pro Rata Portion of such Offered Securities. At the closing of the transactions contemplated purchase date specified in by the Rights Offer and the Notice of Acceptance, such notice to inform the Company of its intentions as Purchaser shall pay to the exercise Issuer the entire purchase price for the Purchased Securities at a time and place mutually acceptable to the parties; provided that, such Purchaser shall enter into the purchase agreements, stockholders agreement and other applicable agreements and documents governing the issuance of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received Offered Securities as executed by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right other purchasers of such Management Stockholder to have been waived for that, but only for that, transactionOffered Securities. (c) Notwithstanding Section 7 below, The rights of the rights provided in Purchasers under this Section 6 9.17 shall expire on not apply to (i) issuances as described in Section 4.4(b)(i)-(vi) of the date of Warrants or (ii) Common Stock issued in connection with an Initial Public Offering.Offering or other public or registered offering of securities by the Issuer. IN WITNESS WHEREOF, the parties hereto have caused this Subordinated Note with Warrants Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer By: Co-Invest Management, L.P., its general partner By: Co-Invest Capital Partners, Inc., its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇ Executive Vice President By: XATF Management II, L.P., its general partner By: Cross Atlantic Capital Partners II, Inc., its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇ Vice President By: Catalyst Capital Management, LLC, its manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Manager

Preemptive Rights. If the Company hereafter proposes to issue or sell any of its equity securities or any securities containing options or rights to acquire any of its equity securities or any securities convertible into equity securities (other than as a dividend on outstanding shares of the Common Stock) the Company shall first offer to Subscriber a portion of the number or amount of such securities proposed to be so sold equal to the product of (a) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares number of shares of the Company, following the date hereofCommon Stock (on an as-converted basis) or other securities proposed to be so issued and sold multiplied by (b) a fraction, the Management Stockholder numerator of which is the number of shares of the Common Stock then owned by Subscriber prior to such issuance and the denominator of which is the total number of shares of the Common Stock then issued and outstanding, for the same price and upon the same terms and conditions as the securities are being offered in such transaction (the “Preemptive Right”). The Company shall have make such offer to Subscriber by providing a notice (the “Preemptive Notice”) which shall set forth the price, timing, and terms and conditions of the proposed issuance of such new securities. Subscriber may exercise its right to purchase a Pro Rata Amount the securities by delivering to the Company within 30 days of receipt of the Preemptive Notice, irrevocable notice of acceptance of the proposed sale on the terms specified in the Preemptive Notice, and payment for such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreementpurchased. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section The Preemptive Right shall be increased as a result deemed waived by Subscriber if it does not deliver an irrevocable notice of any other Management Stockholder’s failure acceptance of the proposed sale, and adequate payment for the securities, within 30 days of the Preemptive Notice having been given. If Subscriber does not elect to exercise its rights hereunder. Preemptive Right, then, subject to compliance with this Agreement, the Company shall be entitled to sell part or all of those securities to such person or financial institution as it may determine. Notwithstanding any provision in this Section to the contrary, Subscriber shall not have any preemptive right to purchase (a) equity securities issued in connection with employee stock option or compensation plans approved by the board of directors of the Company pursuant to which shares are issued to officers, directors or employees of the Company for compensatory purposes or to unaffiliated consultants, suppliers and contractors to the Company in exchange for bona fide services rendered or (b) Written notice specifying the contemplated date the new Shares equity securities issued as consideration to an unaffiliated third party in connection with any merger, consolidation, or other securities or equity are acquisition to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by which the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactiona party. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In If, subject to Section 4.07(d), at any time prior to the event Initial Public Offering, the Company or any of its controlled Affiliates proposes to issue additional Company Shares, any warrants, options or other rights to acquire Company Shares, debt securities that are convertible into Company Shares or any other equity securities of the Majority Stockholder Company or its Affiliate controlled Affiliates (the “Participation Shares”), the Company shall purchase any Shares or securities convertible into or exchangeable for Shares provide written notice to each Stockholder of such anticipated issuance no later than ten (10) days prior to the anticipated issuance date. Such notice shall set forth the principal terms and conditions of the Companyissuance, following including the date hereofproposed purchase price for the new Participation Shares, and the Management Pro Rata Portion of such new Participation Shares which the Stockholder to which the notice is directed may purchase in connection with such issuance. Each Stockholder shall have the right to purchase a (and, with respect to the Co-Investment Entities, to the extent required pursuant to the preemptive obligations in the operating agreement of such Co-Investment Entity shall elect its right to participate to the extent permitted in such operating agreement) up to its Pro Rata Amount Portion of such new Participation Shares or other securities or equity, as (which in the case may beof an issuance of Participation Shares by a controlled Affiliate of the Company will be determined on a “look-through” basis) at the price and on the terms and conditions specified in the Company’s notice by delivering an irrevocable written notice to the Company no later than ten (10) days from the date such notice is delivered to such Stockholder, as are at the price and upon the terms specified in such notice, by delivering an irrevocable written notice to the Company setting out the number of new Participation Shares with respect to which such right is exercised. Such notice shall also include the maximum number of new Participation Shares the Stockholder would be willing to purchase in the event any other Stockholder elects to purchase less than its Pro Rata Portion of such Participation Shares. If any Stockholder fails to elect to purchase its full Pro Rata Portion of such new Participation Shares, the Company shall allocate any remaining amount among those Stockholders (pro rata in accordance with the Company Shares then held by each such Stockholder relative to the aggregate number of Company Shares held by all Stockholders participating in issuance of Participation Shares and by any employee stockholders of the Company exercising “preemptive” or similar rights) who have indicated in their notice to the Company a desire to purchase new Participation Shares in excess of their respective Pro Rata Portions (it being purchasedunderstood that if Stockholders elect to purchase more new Participation Shares than remain available for sale, such subscription being conditioned upon allocation shall be made pro rata in accordance with the actual purchase Company Shares then held by each such Stockholder relative to the aggregate number of such Company Shares held by all Stockholders participating in issuance of Participation Shares and by any employee stockholders of the Company exercising “preemptive” or other securities or equity, as similar rights; provided that in the case may be; providedof a Co-Investment Entity, however, that such preemptive right allocation shall not be exercisable if in excess of the maximum number of Newly Issued Securities each such Shares or other securities or equity, Member (as such terms are defined in the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity operating agreement of such subsidiary or (BCo-Investment Entity) pursuant is willing to purchase as set forth in such notice); provided that no Stockholder shall be required to purchase more Participation Shares than the Merger Agreement. No Management maximum number set forth in such Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderirrevocable written notice. (b) Written notice specifying In the contemplated date event Stockholders do not purchase all such new Participation Shares in accordance with the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified procedures set forth in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticeSection 4.07(a), the Company may treat shall have sixty (60) days after the preemptive right expiration of the ten (10) day period to sell to other Persons (including other Stockholders) the remaining new Participation Shares at the price and on the terms and conditions specified in the Company’s notice to the Stockholders pursuant to Section 4.07(a). If the Company fails to sell such Management Stockholder Participation Shares within sixty (60) days of the anticipated issuance date provided in the notice given to have been waived for thatStockholders pursuant to Section 4.07(a), but only for that, transactionthe Company shall not thereafter issue or sell any Participation Shares without first offering such Participation Shares to the Stockholders in the manner provided in Section 4.07(a). (c) Notwithstanding If any Stockholder does not deliver such a notice of election within such ten (10) day period, such Stockholder shall be deemed to have irrevocably waived any and all rights under this Section 7 below, 4.07 with respect to the purchase of such Participation Shares (but not with respect to future issuances in accordance with this Section 4.07). Any sale of such securities by the Company without first giving the Stockholders the rights provided described in this Section 6 4.07 shall expire be void and of no force and effect. (d) Notwithstanding the foregoing, this Section 4.07 shall not apply to any issuance of Company Shares that (i) (x) is approved by the Board of Directors and (y) is made (A) to a Strategic Partner, (B) in or to fund an acquisition or property development project by the Company or its Affiliates or an entity in which the Company or its Affiliates holds a direct or indirect interest, or (C) to employees of the Company, or (ii) are Company Shares in an aggregate amount of up to ten percent (10%) of the outstanding Company Shares, issued to the Sponsors or their Affiliates in exchange for a cash reimbursement of the cash used by the Company to pay a portion of the merger consideration at the Effective Time, within sixty (60) days of the Closing Date (subject to reasonable delays in the event of late receipt of required regulatory approvals), at the same price, on a per share basis, as the date of an Initial Public OfferingCompany Shares issued to each Stockholder at the Effective Time.

Preemptive Rights. (a) Until the date on which the Purchaser’s Purchaser Percentage Interest is less than five percent (5%), if the Company at any time or from time to time makes a Qualified Equity Offering, each of the eligible Purchasers shall be afforded the opportunity to acquire from the Company, for the same price and on the same terms as such securities are proposed to be offered to others, in the aggregate up to the amount of New Stock required to enable it to maintain its Purchaser Percentage Interest determined prior to the Qualified Equity Offering. The Purchasers at the Closing shall be treated collectively for the purposes of determining the applicable Purchaser Percentage Interest which they shall be entitled to maintain hereunder. (i) In the event the Company intends to make a Qualified Equity Offering that is an underwritten public offering or a private offering of convertible notes or convertible preferred stock made to financial institutions for resale pursuant to Rule 144A, no later than three (3) Business Days after (x) the Majority Stockholder initial filing of a registration statement with the SEC with respect to such underwritten public offering or (y) in the case of an offering relating to an existing “shelf” registration statement, the commencement of marketing with respect to such Qualified Equity Offering, it shall give each Purchaser written notice of its Affiliate intention (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed in respect of such offering) describing, to the extent then known, the anticipated amount of securities, range of prices, timing and other material terms of such offering. Each Purchaser shall have three (3) Business Days from the date of receipt of any such notice to notify the Company in writing that it intends to exercise such preemptive purchase any Shares rights and as to the amount of New Stock such Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 5.1(a) (the “Designated Stock”). Such notice shall constitute a non-binding indication of interest of such Purchaser to purchase the Designated Stock so specified at the range of prices and other terms set forth in the Company’s notice to it. The failure of a Purchaser to respond during such three (3) Business Day period shall, solely with respect to the Purchaser who fails to respond, constitute a waiver of the preemptive rights only in respect of such offering. (ii) If the Company proposes to make a Qualified Equity Offering that is not an underwritten public offering or securities a private offering of convertible into notes or exchangeable convertible preferred stock made to financial institutions for Shares resale pursuant to Rule 144A (a “Private Placement”), the Company shall give each Purchaser written notice of its intention, describing, to the extent then known, the anticipated amount of securities, price and other material terms upon which the Company proposes to offer the same. Each Purchaser shall have three (3) Business Days from the date of receipt of the notice required by the immediately preceding sentence to notify the Company in writing that it intends to exercise such preemptive purchase rights and as to the amount of Designated Stock such Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 5.1(a). Such notice shall constitute the binding agreement of such Purchaser to purchase the amount of Designated Stock so specified (or a proportionately lesser amount if the amount of New Stock to be offered in such Private Placement is subsequently reduced) upon the price and other terms set forth in the Company’s notice to it. The failure of a Purchaser to respond during the three (3) Business Day period referred to in the second preceding sentence shall, solely with respect to the Purchaser who fails to respond, constitute a waiver of the preemptive rights in respect of such offering only. As a condition to the Company’s obligation to provide the notice required in this paragraph, except to the extent required by applicable law, each Purchaser shall maintain the confidentiality of the proposed Private Placement until such time as such Private Placement is publicly announced or otherwise abandoned by the Company, following regardless of whether such Purchaser intends to exercise its preemptive rights with respect to the date hereofPrivate Placement, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that in no event shall this obligation apply to Purchaser for more than ninety (90) days following the date of delivery to Purchaser of such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued notice by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionCompany. (c) Notwithstanding Section 7 below, the (i) If a Purchaser exercises its preemptive purchase rights provided in this Section 6 5.1(b)(ii), the closing of the purchase of the New Stock with respect to which such right has been exercised shall expire be conditioned on the consummation of the Private Placement giving rise to such preemptive purchase rights and shall take place simultaneously with the closing of the Private Placement or on such other date as the Company and such Purchaser shall agree in writing; provided that the actual amount of an Initial Public OfferingDesignated Stock to be sold to such Purchaser pursuant to its exercise of preemptive rights hereunder shall be reduced if the aggregate amount of New Stock sold in the Private Placement is reduced and, at the option of such Purchaser (to be exercised by delivery of written notice to the Company within three (3) Business Days of receipt of notice of such increase), shall be increased if such aggregate amount of New Stock sold in the Private Placement is increased. In connection with its purchase of Designated Stock, each Purchaser shall execute all applicable documents and agreements with respect to such transaction in form and substance reasonably satisfactory to the Company containing representations, warranties and agreements of the Purchaser that are customary for such private placement transactions.

Preemptive Rights. In case at any time on or before June 30, 2010, the Company shall sell or otherwise issue to any Person any Equity Securities (a) In as defined below), other than any Exempted Issuances (as defined below), and so long as the event that Investor and its Affiliates, in the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares aggregate, beneficially own a number of shares of Common Stock representing greater than 5% of the CompanyCommon Stock Deemed Outstanding (as defined below) as of such date, following the Company shall offer to the Investor the right, at the same price as that paid, or to be paid by the other Person who participated or will participate in such sale or other issuance, to purchase the amount of such Equity Securities equal to the product of (x) the total amount of such Equity Securities sold or otherwise issued and (y) a fraction, the numerator of which is the number of Investor Shares (as defined below) immediately prior to such sale of Equity Securities and the denominator of which is the number of shares of Common Stock Deemed Outstanding immediately prior to the sale of Equity Securities. Such offer shall be made by written notice (the “Preemptive Rights Notice”) of the Company to the Investor, which Preemptive Rights Notice may be delivered prior to, but in any event shall not be delivered any later than, five days after the date hereofof the closing of such sale or other issuance of Equity Securities and shall set forth the Equity Securities sold or otherwise issued or to be sold or otherwise issued, the Management Stockholder price per Equity Security at which such Equity Securities were sold or otherwise issued or will be sold or otherwise issued, and the number of Equity Securities which the Investor shall have the right opportunity to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreementhereto. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section The Investor shall be increased as entitled for a result period of any other Management Stockholder’s failure 10 days after the date of the Preemptive Rights Notice to exercise its rights hereunder. (b) Written notice specifying . Such rights may only be exercised for all of the contemplated date Equity Securities the new Shares or other securities or equity are Investor is entitled to be purchased, the amount of new Shares or securities or equity to be purchased purchase hereunder and the material terms thereof shall be delivered exercised by wire transfer of immediately available funds to an account designated by the Company (as set forth in the Preemptive Rights Notice) and the delivery to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions duly and properly executed originals of any documents reasonably required by the Company, all by the later of the expiration of such 10 day period and the closing date of such sale or other issuance of Equity Securities. Any purchase of Equity Securities by the Investor pursuant hereto shall be made only of a whole number of Equity Securities, not of any fraction of Equity Securities, and any fraction shall be rounded up or down, as appropriate, to the exercise nearest whole number. For purposes hereof, “Common Stock Deemed Outstanding” as of any date shall mean the number of shares of Common Stock then actually issued and outstanding; “Equity Securities” means any equity securities of the preemptive right provided under this SectionCompany, including whether now or hereafter authorized, and any Options or Convertible Securities of the maximum number Company; “Exempted Issuances” means (A) issuances of Shares Options of the Company, restricted stock grants or securities or any other similar equity (up compensation arrangements pursuant to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received a Company Stock Award Plan approved by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticeBoard for officers, employees or consultants of the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. or any Subsidiary (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.B)

Preemptive Rights. (a) In the event that the Majority Stockholder Company conducts any private placement sale of shares of capital stock of the Company during the first 12 months following the Closing Date (each, a “Subsequent Private Placement”), and provided the Purchaser is still the owner of all Securities (as defined below) purchased hereunder, the Purchaser shall be entitled to purchase his Pro Rata Portion of the shares offered for sale in such Subsequent Private Placement. A Purchaser’s “Pro Rata Portion” shall be equal to the number of shares offered for sale a Subsequent Private Placement multiplied by the Purchaser’s percentage ownership of the outstanding shares of Common Stock plus Warrant Shares immediately prior to such Subsequent Private Placement on a fully diluted basis (assuming for these purposes the conversion and exercise of any and all outstanding options, warrants or its Affiliate shall purchase any Shares or other securities convertible or exercisable into or exchangeable for Shares shares of capital stock of the Company). The Company shall provide the Purchaser 15 days’ prior written notice, following including the date hereofmaterial terms of such Subsequent Private Placement and a calculation of such Purchaser’s Pro Rata Portion of such offering, and the Management Stockholder Purchaser shall have provide its binding written commitment (in a form prepared by or satisfactory to the right Company) to purchase a its Pro Rata Amount Portion no later than the 10th day following receipt of such Shares or other securities or equity, as notice. The Purchaser’s rights hereunder are subject to the case may be, as are being purchased, such subscription being conditioned upon the actual purchase consummation of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued a Subsequent Private Placement by the Company or and in the event the Company decides (in its sole and absolute discretion) to abandon such Subsequent Private Placement for any subsidiary are reason the Purchaser’s rights and commitment to purchase such shares shall become null and void. The provisions of this Section 1(b) shall not apply to the issuance of any Excluded Securities. “Excluded Securities” means any shares of capital stock of the Company issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (Bi) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares exercise of any options, warrants or other securities exercisable for, or equity convertible or exchangeable into, capital stock of the Company that are outstanding as of the date of this Agreement, (ii) pursuant to this the provisions of Section shall be increased as 1(a), (iii) in a result of public offering, (iv) under any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying written stock option, stock incentive, or stock appreciation plan or arrangement entered into following the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of this Agreement (including without limitation, any options granted under such plans or arrangements following the Shares or securities or equitydate of this Agreement, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as any shares issued pursuant to the exercise of such options), or (v) in connection with an acquisition transaction, a building or equipment lease transaction, a bank loan transaction, or strategic alliance or partnering arrangement. For the preemptive right provided under avoidance of doubt, this Section, including the maximum number of Shares or securities or equity (up Section 1(b) shall not apply to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received any private placement conducted by the Company prior to the fifth Business Day before the contemplated purchase that closes on a date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on following the date of an Initial Public Offeringthat is 12 months following the Closing Date under this Agreement.

Preemptive Rights. (a) In Except in the event that case of an Exempt Issuance (as defined below), the Majority Stockholder or its Affiliate Company shall purchase any Shares not issue (an "ISSUANCE") additional equity securities, or securities convertible into or exchangeable for Shares for, or options to purchase, any such equity securities, to any BRS Investor, officer, director or Affiliate of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are BRS Investor unless, prior to such Issuance, the Company notifies the holders of Registrable Securities in writing of the Issuance and grants to the holders of Registrable Securities the right (the "RIGHT") to subscribe for and purchase a portion of such additional equity securities so issued at the same price as issued in the Issuance such that, after giving effect to the Issuance and exercise of the Right (Aincluding, if applicable, the issuance of equity securities upon conversion, exchange or exercise of any such security), the equity securities owned by the holders of Registrable Securities (rounded to the nearest whole unit or share, as applicable) by reason shall represent the same percentage of a dividend, split, split-up or other distribution on Shares or the outstanding equity of such subsidiary or the Company as was owned by the holders of Registrable Securities prior to the Issuance. The Right may be exercised by the holders of Registrable Securities at any time by written notice to the Company received by the Company within 15 business days after receipt of notice from the Company of the Issuance (B) the "ACCEPTANCE PERIOD"), and the closing of the purchase and sale pursuant to the Merger Agreement. No Management Stockholder’s rights exercise of the Right shall occur at least 15 days after the Company receives notice of the exercise of the Right and prior to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result concurrently with the closing of any other Management Stockholder’s failure to exercise its rights hereunderthe Issuance. (b) Written notice specifying To the contemplated date the new Shares or other securities or equity are to be purchased, the amount extent exercise of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered a Right by the Company to holders of Registrable Securities has not been received within the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticeAcceptance Period, the Company may treat may, at its election, during a period of 90 days following the preemptive right expiration of the applicable Acceptance Period, issue and sell the remaining equity interests in connection with the Issuance to any officer, director or Affiliate of the Company or any BRS Investor at a price and upon terms not more favorable to such Management Stockholder any stockholder, officer, director or Affiliate of the Company or any BRS Investor than those stated in the Company's notice to have been waived for thatthe holders of Registrable Securities. In the event the Company has not sold any equity interests covered by a Company's notice to the holders of Registrable Securities, but only for thatto any stockholder, transaction. (c) Notwithstanding Section 7 belowofficer, director or Affiliate of the Company or any BRS Investor within such 90-day period, the rights Company shall not thereafter issue or sell such equity interests to any stockholder, officer, director or Affiliate of the Company or any BRS Investor, without first offering such to the holders of Registrable Securities in the manner provided in this Section 6 6; PROVIDED, HOWEVER, that failure by the holders of Registrable Securities to exercise its option to purchase with respect to one Issuance and sale of equity interests shall expire on the date of an Initial Public Offeringnot affect its option to purchase equity interests in any subsequent Issuance.

Preemptive Rights. (a) In If the event that the Majority Stockholder Company proposes to issue or its Affiliate shall purchase sell any Shares Common Stock, or securities any other class of capital stock, or any warrants, options or rights to acquire, convertible into or exchangeable for Shares any shares of capital stock of the Company, following or any security having a direct or indirect equity participation in the date Company (for purposes hereof, "New Securities"), other than (i) in a public offering registered under the Management Stockholder shall have the right Securities Act, (ii) pursuant to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, stock split, split-up dividend or other distribution on Shares or equity of such subsidiary the recapitalization, or (Biii) pursuant to the Merger AgreementEmployee Stock Option Plan, then the Company shall deliver written notice thereof to each of the Stockholders setting forth the number, terms and purchase consideration (or if such purchase consideration is not expressed in cash, the fair market value cash equivalent thereof determined in good faith by the Board of Directors of the Company) of the New Securities which the Company proposes to issue. No Management Stockholder’s rights Each such Stockholder shall thereupon have the right, unless otherwise agreed in writing by such Stockholder in advance, to elect to purchase Shares on the same terms and conditions (including consideration or other securities or the cash equivalent thereof) as those offered to any third party that number of New Securities proposed to be issued as would maintain such Investor's relative proportional equity pursuant interest in the Company. Such Stockholder may make such election by written notice to this Section shall be increased as a result the Company within twenty (20) days of receipt of notice of any other Management Stockholder’s failure proposed issuance of New Securities. If an Investor does not elect to exercise purchase its rights hereunder. pro rata portion of New Securities within twenty (b20) Written notice specifying days of the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equityforegoing notice, this pro rata purchase right shall terminate with respect to the New Securities described in the written notice delivered to that party, and the Company may, in its sole discretion, sell to third parties within ninety (90) days after such Management Stockholder shall have until five Business Days prior to Stockholder's receipt of the contemplated purchase date specified notice of the proposed issuance of New Securities any or all of the New Securities described in such written notice with respect to inform which the Company of its intentions as to the exercise of the preemptive purchase right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for thatwas not exercised, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offeringterms and and conditions set forth in such written notice to the Investors. The Company shall not sell any New Securities to any Person unless such Person agrees, in form and substance reasonably satisfactory to the Stockholders, to be bound by the terms hereof as the Stockholders.

Preemptive Rights. (a) In If at any time after the event that Closing, the Majority Company at any time or from time to time makes any public or non-public offering of New Capital Stock or any Rights to acquire New Capital Stock, each Eligible Stockholder shall first be offered the opportunity to acquire from the Company for the same price and on the same terms as such securities are proposed to be offered to others, up to the amount of New Capital Stock (or Rights in respect thereof) as is required to enable it to maintain its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of proportionate interest in the Company. The amount of New Capital Stock each Eligible Stockholder shall be entitled to purchase (or, following in the date hereofcase of Rights, Rights to acquire a number of shares of New Capital Stock) shall be determined by multiplying (x) the total number of such offered shares or, in the case of Rights, the Management Stockholder shall have total number or such shares covered by Rights, by (y) a fraction, the right to purchase a Pro Rata Amount numerator of which is the number of shares of Company Securities (determined on an as converted into Series A Common Stock basis) held by such Shares or other securities or equityEligible Stockholder, as and the case may be, as are being purchased, such subscription being conditioned upon denominator of which is the actual purchase number of such Shares or other securities or equity, as the case may beshares of Common Stock then outstanding; provided, however, that -------- ------- for purposes of determining the number of shares of Common Stock outstanding, such preemptive right amount shall not be exercisable if such Shares include, without duplication, shares of Common Stock issuable upon the conversion of outstanding shares of Preferred Stock or other outstanding convertible equity securities of the Company and shares of Common Stock issuable upon the exercise of outstanding options or warrants to purchase Common Stock (or other securities or equity, as of the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderCompany). (b) Written notice specifying Notwithstanding the contemplated date the new Shares or other securities or equity are to be purchasedforegoing, the amount of new Shares or securities or equity to be purchased and the material terms thereof no Person shall be delivered by the Company entitled to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date any preemptive rights in respect of the Shares or securities or equity, issuance of shares of New Capital Stock issued to satisfy Rights theretofore issued and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to which such Person theretofore had the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes opportunity to exercise its preemptive rights. If no written reply is received by the Company prior rights pursuant to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionthis Article 8. (c) Notwithstanding Section 7 belowIn the event the Company proposes to offer New Capital Stock, it shall give each Eligible Stockholder written notice of its intention, describing the type of New Capital Stock to be offered, and the price and other terms upon which the Company proposes to offer the same. Each Eligible Stockholder shall have twenty (20) days from the date of receipt of any such notice to notify the Company in writing that it intends to exercise such preemptive rights and as to the amount of New Capital Stock such Eligible Stockholder desires to purchase, up to the maximum amount calculated pursuant to subsection (a). Such notice shall constitute an agreement of such Eligible Stockholder to purchase the amount of New Capital Stock so specified upon the price and other terms set forth in the Company's notice to it. (d) If any Eligible Stockholder exercises its preemptive right hereunder, the closing of the purchase of the New Capital Stock with respect to which such right has been exercised shall take place within 45 calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 135 days in order to comply with applicable laws and regulations. Each of the Company and any Eligible Stockholder which has agreed to purchase New Capital Stock or Rights 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 Capital Stock. (e) In the event any Eligible Stockholder fails to exercise its preemptive rights provided in this Section 6 8.1 within said twenty (20) day period or, if so exercised, such Eligible Stockholder is unable to consummate such purchase within the time period specified in paragraph (d) above because of its failure to obtain any required regulatory consent or approval, the Company shall expire on thereafter be entitled during the period of ninety (90) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of New Capital Stock covered thereby shall be consummated, if at all, within thirty (30) days from the date of said agreement) to sell the New Capital Stock or Rights not elected to be purchased pursuant to this Section 8.1 or which such electing Eligible Stockholder is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon terms no more favorable to the purchasers of such securities than were specified in the Company's notice to the Eligible Stockholders. 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 five Business Days after all such approvals have been obtained or waiting periods expired, but in no event shall such time period exceed 180 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the New Capital Stock or entered into an Initial Public Offeringagreement to sell the New Capital Stock within said ninety (90) day period (or sold and issued New Capital Stock in accordance with the foregoing within thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 180 days from the date of said agreement)), the Company shall not thereafter offer, issue or sell such New Capital Stock without first offering such securities to the Eligible Stockholders in the manner provided above.

Preemptive Rights. (a) In Except in the event that case of Excluded Securities, the Majority Stockholder Company shall not issue, sell or its Affiliate exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Securities unless the Company shall purchase any Shares or securities convertible into or exchangeable for Shares of have first offered (the "Preemptive Offer") to sell such Securities to the Company, following 's Shareholders on the date hereof, the Management Stockholder terms set forth herein. Each Shareholder shall have the a preemptive right to purchase a Pro Rata Amount up to such Shareholder's Common Equity Percentage of such Shares Securities. Each Shareholder may assign all or other securities any part of its rights and responsibilities with respect to such Offer (as defined below) to an Affiliate. Such Affiliate or equityAffiliates which are such assignees shall thereafter be deemed to be such assigning Shareholder (to the extent of such assignment) for purposes of applying this Section 3 to such Preemptive Offer. Each such Affiliate shall agree in writing, as a condition to such assignment, to execute a Counterpart in the case may be, as are being purchased, such subscription being conditioned upon the actual event of a purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) Securities pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereundersuch assignment. (b) Written The Company shall deliver to each Shareholder written notice of the Preemptive Offer, specifying the contemplated date price and terms and conditions of the new Shares or other securities or equity are to be purchasedoffer, including without limitation, the minimum and maximum limits on the amount of new Shares or securities or equity Securities proposed to be purchased and the material terms thereof shall be delivered sold by the Company pursuant to the Management Stockholder no later than ten Business Days prior offer (the "Offer"), and the Common Equity Percentage applicable to the Shareholder receiving such contemplated notice. The Preemptive Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from the date such notice is given (the "30-Day Period"). (c) If a Shareholder desires to purchase date Securities pursuant to the Preemptive Offer, such Shareholder shall evidence his or its intention to accept the Preemptive Offer by delivering a written notice to the Company, signed by the Shareholder, setting forth the percentage of the Shares or securities or equitySecurities (not exceeding such Shareholder's Common Equity Percentage of such Securities) that the Shareholder elects to purchase (the "Notice of Acceptance"). Provided the minimum number of Securities set forth in the Preemptive Offer has been sold after conclusion of all procedures set forth in this Section 3, and such Management Stockholder then, upon closing of the Preemptive Offer, each Shareholder shall have until five Business Days prior be obligated to buy the contemplated purchase date specified percentage set forth in such notice Shareholder's Notice of Acceptance times the number of Securities being sold at such closing. The Company shall not be permitted to inform sell at such closing (or any subsequent closing with respect to which the Company of its intentions procedures set forth in this Section 3 have not again been followed, except as to the exercise of the preemptive right provided under in this Section, including Section 3) more than the maximum number of Shares or securities or equity Securities set forth in the Preemptive Offer. The Notice of Acceptance must be given, if at all, prior to the end of the 30-Day Period. Within five (up 5) days following the end of the 30-Day Period, the Company shall give written notice (the "Notice of Refused Securities") to its Pro Rata Amount) the Shareholders setting forth the percentage of Securities for which it wishes a Notice of Acceptance was not received (the "Refused Securities"). (d) If the Shareholders give Notices of Acceptance to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business end of the 30-Day before Period indicating their intention to purchase, in the contemplated aggregate, less than the maximum amount of Securities set forth in the Preemptive Offer, each Shareholder giving a Notice of Acceptance ("Accepting Shareholders") shall be entitled to purchase by an additional Notice of Acceptance given to the Company within ten (10) days after the date the Notice of Refused Securities is given (the "10-Day Period"), that proportion of the Refused Securities which the Common Equity Percentage of such Accepting Shareholder (prior to the Offer) bears to the Common Equity Percentage of all Accepting Shareholders. (e) If the Shareholders give Notices of Acceptance prior to the end of the 30-Day Period or 10-Day Period, as applicable, indicating their intention to purchase, in the aggregate, at least the minimum amount of Securities set forth in the Preemptive Offer, the Company shall schedule a closing of the sale of the Securities to occur on a date not more than sixty (60) days nor less than twenty (20) days after the termination of the 30-Day Period or 10-Day Period, as applicable. Upon the closing of the sale of the Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Offer. (f) Regardless of whether the Shareholders tender Notices of Acceptance pursuant to subsection (c) and (d) of this Section 3 for at least the minimum amount of Securities set forth in the Offer within the 30-Day Period or the 10-Day Period, as applicable, any remaining Refused Securities may be sold for a period of ninety (90) days after the expiration of the 30-Day Period or 10-Day Period, as applicable (the "90-Day Period"), to any other Person or Persons (including without limitation, executive officers of the Company), upon terms and conditions which are in all material respects (including without limitation, price, form of consideration, payment period and interest rates) the same as those set forth in the Preemptive Offer. The closing of the sale of such noticeRefused Securities (which shall include full payment to the Company in cash or notes in accordance with the terms of such offer (the "Outside Offer")) shall take place not more than thirty (30) days after the expiration of such 90-Day Period and not less than twenty (20) days after notice of said closing shall have been given by the Company to each Accepting Shareholder. In the event Accepting Shareholders gave Notices of Acceptance for less than the minimum number of Securities set forth in the Preemptive Offer, provided the Refused Securities agreed to be purchased plus the Securities for which Accepting Shareholders gave Notices of Acceptance exceeds such minimum, then at the same time as the closing of the sale of Refused Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Preemptive Offer. (i) If at least the minimum amount of the Securities set forth in the Preemptive Offer and the Outside Offer are not agreed to be purchased within the 90-Day Period, the Company may treat the preemptive right rescind all Notices of Acceptance tendered by Shareholders by providing written notice of such Management Stockholder rescission to have been waived for that, but only for that, transactioneach Accepting Shareholder and the Company shall not sell any Securities pursuant to the Outside Offer. (cii) Notwithstanding Any Securities as to which Notices of Acceptance are rescinded, and any Refused Securities not purchased in the Outside Offer may not be sold or otherwise disposed of until they are again offered to the Shareholders under the procedures specified in subsections (a) through (g) hereof. (h) The transferability of Securities purchased by any Shareholder or other Person pursuant to this Section 7 below, 3 shall be subject to the rights provided terms and conditions set forth in this Section 6 Agreement and any Person who is not then a Shareholder and who purchases Securities shall expire execute a Counterpart as a condition precedent to such purchase. The obligation of any Shareholder to purchase such Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Preemptive Offer or Outside Offer which shall be reasonably satisfactory in form and substance to the Company and its counsel, and such Shareholder or other purchaser and such Shareholder's or other purchaser's counsel. (i) The Shareholders hereby waive any preemptive rights that they may have in connection with the grant of options to purchase 1,918 shares of Common Stock at $0.01 per share to a consultant as of July 1, 2001 and the grant of options to purchase up to 9,200 shares of Common Stock at $71.00 per share to management employees on November 29, 2001. The Board of Directors determined that these exercise prices were not less than the fair market value of the Common Stock on the date of an Initial Public Offeringrespective grant dates.

Preemptive Rights. (a) In Subject to Section 6.2, from and after the event Closing, at any time that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following the date hereofCompany effects a Subject Issuance, the Management Stockholder Shareholders shall have the right to purchase a Pro Rata Amount from the Company for cash additional Subject Securities (in each instance, an “Additional Subject Securities Purchase”), such that following such respective Subject Issuance and such Additional Subject Securities Purchase, the Shareholders’ Voting Power will be the same as the Shareholders’ Voting Power immediately prior to such Subject Issuance. Notwithstanding the foregoing or any other provision of this Agreement, the Shareholders shall not be entitled at any time to acquire additional Subject Securities under this Article VI to the extent such acquisition would result in the Shareholders having Voting Power in excess of the Maximum Ownership Percentage, but they may participate in Additional Subject Securities Purchases up to such amount, subject to the other provisions of this Article VI. (b) Prior to any Subject Issuance, and no later than the date on which the Board approves such Subject Issuance, the Company shall provide the Shareholders with fifteen (15) Business Days’ prior written notice of such Shares Subject Issuance or, if earlier, the expected date of entry by the Company into a binding agreement to effect such Subject Issuance (or if such notice period is not reasonably practicable under the circumstances, the maximum prior written notice as is reasonably practicable but, in no event, less than ten (10) Business Days’ prior written notice) (such period between such notice and the date of the Subject Issuance or the expected date of entry into such contract, if applicable, the “Notice Period”) of such proposed Subject Issuance (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed in respect of such offering or, in the case of an offering exempt from registration, the private placing memorandum or similar offering document in respect of such offering), (i) describing, to the extent then known, (A) the anticipated amount of Subject Securities, price and other material terms upon which the Company offers to sell Subject Securities to the Shareholders and (B) the number of Subject Securities the Shareholders are entitled to purchase pursuant to this Article VI; (ii) attaching, if any Voting Securities to be issued in the Subject Issuance are to be allotted as fully or partly paid up otherwise than in cash, any valuation required under Section 593 of the U.K. Companies ▇▇▇ ▇▇▇▇; and (iii) containing a binding offer to sell Subject Securities to the Shareholders subject to the consummation of the Subject Issuance. If prior to any such Subject Issuance, there is a material change in the terms of such Subject Issuance, then prior to such Subject Issuance, the Company shall provide the Shareholders with fifteen (15) Business Days’ prior written notice (or if such notice period is not reasonably practicable under the circumstances, the maximum prior written notice as is reasonably practicable but, in no event, less than ten (10) Business Days’ prior written notice) describing such change (such period between such notice and the date of the Subject Issuance, also a “Notice Period”). (c) A Shareholder may exercise its right to effect an Additional Subject Securities Purchase by providing written notice to the Company (i) in the event of a Subject Issuance for cash consideration, prior to the expiration of the Notice Period or (ii) in the event of a Subject Issuance for non-cash consideration, at least five (5) Business Days prior to the expiration of the Notice Period. Such Shareholder’s notice must indicate the specific amount of Subject Securities that such Shareholder desires to purchase, subject to the restrictions set forth in Section 6.1(a). Except as provided in Section 6.1(d) and Section 6.1(e), each Shareholder shall effect the Additional Subject Securities Purchase that it has elected to purchase concurrently with the Subject Issuance (the date of consummation of such transactions being referred to as the “Preemptive Rights Closing Date”). Subject to Section 6.1(e), if, in connection with any Subject Issuance, a Shareholder gives timely notice of its intent to exercise its right under this Section 6.1 but has not paid for and otherwise effected the Additional Subject Securities Purchase on the Preemptive Rights Closing Date, then such Shareholder shall be deemed to have waived its right to purchase such securities under this Section 6.1 with respect to such Subject Issuance; provided, however, that, subject to Section 6.1(e), the Company shall be entitled to specifically enforce such Shareholder’s exercise of its right to effect the Additional Subject Securities Purchase as set forth in such Shareholder’s notice. (d) In the event the Notice Period is less than fifteen (15) Business Days and a Shareholder has delivered notice of its desire to effect an Additional Subject Securities Purchase, subject to the restrictions set forth in Section 6.1(a), such Shareholder shall have the option, to be indicated in the notice delivered to the Company, to either (i) consummate the Additional Subject Securities Purchase on the Preemptive Rights Closing Date or equity(ii) within six (6) months of the consummation of such Subject Issuance, make open market or privately negotiated purchases of Voting Securities, provided that following such open market or privately negotiated purchases, the Shareholders’ Voting Power will not exceed the Shareholders’ Voting Power immediately prior to such Subject Issuance. (e) If and to the extent (but only to the extent) that the approval of the Investment Commission, Ministry of Economic Affairs, Executive Yuan, Taiwan, the Republic of China is required for a Shareholder to effect an Additional Subject Securities Purchase for which a Shareholder has given timely notice to the Company of its election to exercise its rights under this Section 6.1 or exercise Preemptive Warrants issued under Section 6.2(c) and such approval has not been obtained on or prior to the Preemptive Rights Closing Date or the expiration date of the period during which the Shareholder may exercise Preemptive Warrants pursuant to Section 6.2(a), as applicable, the case Shareholder may beeffect the Additional Subject Securities Purchase, as are being purchasedor exercise Preemptive Warrants, such subscription being conditioned upon on or before the actual purchase date that is forty (40) Business Days (or, in the event of an exercise of Preemptive Warrants, sixty (60) Business Days) following the receipt of such Shares or other securities or equity, as the case may beapproval; provided, however, that the Shareholder is using reasonable best efforts to obtain such preemptive approval as promptly as practicable; and provided, further, that (i) if such approval is not obtained within ninety (90) Business Days after such Shareholder has given timely notice to the Company of its election to exercise its rights under this Section 6.1, the Shareholder’s notice exercising its rights under this Section 6.1 shall be deemed withdrawn and (ii) if such approval is obtained within such ninety (90) Business Day period but the receipt of such approval is subject to terms or conditions that are adverse to any Shareholder or any Controlled Affiliate, the Shareholder may withdraw such notice to the Company within such ninety (90) Business Day period; and if either clause (i) or (ii) applies, no Shareholder nor any Controlled Affiliate shall have any further right or obligation to effect such Additional Subject Securities Purchase or exercise such Preemptive Warrants and the Shareholders shall have the option, to be indicated in a notice delivered to the Company, in connection with any Subject Issuance, to the extent such shares could not be purchased by the Shareholders from the Company without such approval, for one (1) year after either clause (i) or (ii) applies, to make open market or privately negotiated purchases of Voting Securities, provided, that following such open market or privately negotiated purchases, the Shareholders’ Voting Power shall not exceed the Shareholders’ Voting Power immediately prior to such Subject Issuance. (f) Except as provided in Section 6.1(g) or Section 6.3, if the Company effects a Subject Issuance and one or more of the Shareholders exercises its right to make an Additional Subject Securities Purchase, the applicable Shareholders shall pay an amount per security equal to the cash consideration per security paid by the other purchaser or purchasers of Subject Securities in such Subject Issuance. In the case of an underwritten public offering or a private placement offering under Rule 144A of the Securities Act or similar transaction, the price paid by the Shareholders shall not include any underwriting or initial purchaser’s discount or fees (as disclosed in the final prospectus or offering memorandum). (g) If the Company effects a Subject Issuance for non-cash consideration, and one or more of the Shareholders exercises its right to make an Additional Subject Securities Purchase, such Shareholder shall pay, per security in the Additional Subject Securities Purchase, the volume-weighted average price per share of Common Stock over the preceding twenty (20) trading days (from the date of the Preemptive Rights Closing Date) on which shares of Common Stock are traded, or able to be exercisable traded, on the NYSE (or, if not listed on the NYSE, such Shares or other securities exchange upon which shares of Common Stock are then listed or equity, as quoted). (h) In the case may be, event that are to be issued a proposed Subject Issuance is terminated or abandoned by the Company or without the issuance of any subsidiary are issued (A) by reason of a dividendSubject Securities, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to then the Merger Agreement. No Management Stockholder’s Shareholders’ purchase rights to purchase Shares or other securities or equity pursuant to this Section 6.1 shall also terminate as to such proposed Subject Issuance, and any funds in respect thereof paid to the Company by the Shareholders shall be increased as refunded promptly and in full; provided, however, that to the extent the Shareholders have elected to make open market or privately negotiated purchases pursuant to Section 6.1(d), such termination shall not affect any binding transactions entered into by a result Shareholder prior to receiving actual notice of any other Management Stockholder’s failure to exercise its rights hereundersuch termination. (bi) Written notice specifying Notwithstanding any other provision in this Section 6.1, to the extent the issuance of Voting Securities in an Additional Subject Securities Purchase in the manner contemplated date by this Article VI would require, whether under the new Shares applicable rules of any stock exchange on which the Voting Securities are listed or other securities or equity are otherwise, any approval by the shareholders of the Company that has not been obtained, the Shareholders may purchase in an Additional Subject Securities Purchase such number of Voting Securities as would be permitted without such approval and shall, until such approval is obtained, have the option, to be purchasedindicated in a notice delivered to the Company, in connection with any such issuance of Voting Securities, and to the extent such shares are not purchased by the Shareholders from the Company, to make open market or privately negotiated purchases of Voting Securities, provided, that following such Additional Subject Securities Purchase and open market or privately negotiated purchases, the amount of new Shares or securities or equity to be purchased and Shareholders’ Voting Power shall not exceed the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days Shareholders’ Voting Power immediately prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionSubject Issuance. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In Prior to the consummation of an Initial Public Offering, in the event that (x) the Majority Stockholder Company intends to sell or its Affiliate shall purchase issue any Shares Units or securities convertible into any other Membership Interests, or exchangeable for Shares (y) any Subsidiary of the CompanyCompany intends to sell or issue any equity interests in such Subsidiary to any Person other than to a wholly-owned Subsidiary of the Company (any such Units, following the date hereofMembership Interests or equity interests, the Management Stockholder “Preemptive Interests”), the Fugro Member shall have the right to purchase a Pro Rata Amount purchase, subject to 4.11(a), an amount of such Shares Preemptive Interests up to (but not in excess of) its Class A/A-1/A-2 Percentage Interest immediately prior to such sale or other securities or equityissuance, on the same terms and conditions as the case may be, as such Preemptive Interests are being purchasedoffered and sold, such subscription being conditioned upon the actual purchase sale of such Shares or other securities or equity, as the case may bePreemptive Interests; provided, however, that such preemptive right shall not be exercisable if such Shares extend to any issuance of Class A-1 Units or Incentive Interests, or any other securities Units, Membership Interests or equity, as the case may be, equity interests that are to be issued by the Company or any subsidiary are issued of its Subsidiaries (Ai) by reason of a dividend, split, split-up or other distribution on Shares Units or Membership Interests of the Company or equity interests of such subsidiary Subsidiary, (ii) to officers, employees or directors of, or consultants to, the Company or any of its Subsidiaries pursuant to any purchase plan or arrangement, option plan, or other incentive plan or agreement approved by the Board, (iii) to any Person as direct purchase consideration in connection with strategic acquisitions approved by the Board or (Biv) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderin connection with an Initial Public Offering. (b) Written At any time the Company or any of its Subsidiaries proposes to issue any Preemptive Interests, the Company shall give written notice to the Fugro Member specifying the contemplated date the new Shares or other securities or equity such Preemptive Interests are to be purchasedsold, the amount of new Shares or securities or equity such Preemptive Interests, the rights and limitations of such Preemptive Interests, the purchase price and other terms and conditions upon which such Preemptive Interests are to be purchased issued, and the any other material terms thereof thereof. The Company shall be delivered by the Company deliver such notice to the Management Stockholder Fugro Member no later than ten 25 Business Days prior to such contemplated purchase date of the Shares or securities or equitydate, and such Management Stockholder the Fugro Member shall have until five 10 Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this SectionError! Reference source not found.11, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) Preemptive Interests for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth tenth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder the Fugro Member under this Error! Reference source not found. to have been waived for that, but only for that, transaction. For the avoidance of doubt, the Fugro Member shall not have any right to acquire any portion of any Preemptive Interests proposed to be issued and sold by the Company unless all of such Preemptive Interests are issued and sold concurrently. (c) Notwithstanding the other provisions of this Section 7 below4.11, if the Board determines that, in the best interests of the Company, the rights provided Company should issue or sell any Units or other Membership Interests or any Subsidiary of the Company should offer or sell any equity interests in such Subsidiary that would otherwise be Preemptive Interests required to be offered to the Fugro Member pursuant to this Section 6 4.11 prior to such offer to the Fugro Member, the Company or its Subsidiary, as applicable, may effect such issuance or sale without first complying with the provisions of this Section 4.11; provided, however, that, within thirty (30) days after the consummation of such issuance or sale, the Company shall expire on offer, and/or cause the date Person to whom such issuance or sale was made to offer, to the Fugro Member the opportunity to purchase an amount of an Initial Public Offeringsuch securities up to (but not in excess of) its Class A/A-1/A-2 Percentage Interest immediately prior to such issuance or sale.

Preemptive Rights. The Company shall not issue, sell or exchange, or agree to issue, sell or exchange, any shares of Common Stock or Common Stock Equivalents (aother than with respect to Exempt Issuances) In unless, in each case, the event that Company shall have first given written notice to the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of Holder (i) stating the Company’s intention to make such issuance, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares sale or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchasedexchange, the amount of new Shares or securities or equity to be purchased issued, sold or exchanged, the purchase price, and a summary of the other material terms thereof of the proposed issuance, sale or exchange, and (ii) offering to issue to the Holder its pro rata share of the Common Stock or Common Stock Equivalents being issued on the terms set forth in such notice. In determining the Holder’s pro rata share of Common Stock or Common Stock Equivalents being issued for purposes of this Section 5.1, all Common Stock Equivalents (including without limitation all Warrants) shall be deemed to have been exercised or converted into Common Stock. Such preemptive offer by its terms shall remain open and irrevocable for a period of at least 20 days from the date it is delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date Holder. Notice of the Shares Holder’s intention to accept a preemptive offer, in whole or securities or equityin part, shall be evidenced by a writing signed by the Holder and such Management Stockholder shall have until five Business Days prior delivered to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before end of the contemplated purchase date specified offer period, setting forth the amount of Common Stock or Common Stock Equivalents that the Holder elects to make subject to such warrant. In the event that the Holder does not deliver such a notice of acceptance, or elects in such noticenotice not to accept all of its pro rata share of the Common Stock or Common Stock Equivalents subject to the preemptive offer, the Company may treat shall have 20 Business Days following the preemptive right last date on which such a notice of acceptance can be validly delivered to issue, sell or exchange all or any part of such Management Stockholder remaining offered Common Stock or Common Stock Equivalents not covered by the notice of acceptance to have been waived for thatany other Person or Persons, but only for thatupon terms and conditions in all respects that are no more favorable to such other Person or Persons, transaction. (c) Notwithstanding Section 7 belowor less favorable to the Company, than those set forth in the preemptive offer. If the Company does not consummate the issuance of all or part of the remaining Common Stock or Common Stock Equivalents subject to the preemptive offer to such other Person or Persons within such period, the rights right provided hereunder shall be deemed to be revived and such Common Stock or Common Stock Equivalents shall not be offered unless first reoffered to the Holder in accordance with this Section 6 Article VI. Upon the issuance, sale or exchange to or with such other Person or Persons of all or part of the remaining Common Stock or Common Stock Equivalents covered by the preemptive offer, the Company shall expire issue to the Holder the Common Stock or Common Stock Equivalents covered by the notice of acceptance delivered to the Company by the Holder, on the date of an Initial Public Offeringterms specified in the preemptive offer.

Preemptive Rights. (ai) Acquiror hereby acknowledges that certain of the Properties and Operating Partnerships are subject to rights of first refusal, purchase options or other preemptive rights in favor of third parties (the “Option Holders”), in accordance with applicable Laws or the Contracts (a “Preemptive Right”). (ii) Unless otherwise mutually agreed between Parent and Acquiror, (A) Parent shall deliver, as soon as reasonably practicable following the date hereof, a valid notice to the Option Holders with respect to certain Preemptive Rights that will be exercisable prior to December 31, 2021 as a result of the transactions contemplated by this Agreement, as set forth on Section 2.12(a)(ii) of the Parent Disclosure Schedule (each, a “Triggered Preemptive Right”), (B) Parent and Acquiror shall use their commercially reasonable efforts to obtain a waiver of each Triggered Preemptive Right, provided, that the obligation to use such efforts shall not include the payment of any consideration or grant of any financial accommodation to any Person in order to obtain any such consent, approval, license, permit, order, qualification or other authorization (collectively, the “Option Waivers”), and (C) if an Option Waiver is not obtained with respect to any Triggered Preemptive Right, Parent and Acquiror shall each comply with the terms of such Triggered Preemptive Right. (iii) In the event that prior to the Majority Stockholder Closing, Parent receives any notice pursuant to which a Person purports to exercise, or its Affiliate claim entitlement to, a Preemptive Right (for clarity, whether or not a Triggered Preemptive Right) with respect to any Property that would otherwise have been transferred at the Closing or any direct or indirect Equity Interests in the Operating Partnership that owns such a Property, whether valid or invalid, Parent shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following the date hereof, the Management Stockholder shall have the right to purchase deliver a Pro Rata Amount notice of such Shares exercise or other securities or equityclaim to Acquiror as soon as reasonably practicable. Thereafter, as the case may beSeller Parties shall keep Acquiror reasonably apprised of, as are being purchasedand shall obtain Acquiror’s prior consent, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company unreasonably withheld, conditioned or any subsidiary are issued delayed, with respect to (A) by reason of a dividendmaterial communications with the applicable third party exercising its Preemptive Right, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant any acceptance of a Preemptive Right, (C) any commencement or response to litigation in connection with the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result exercise of such Preemptive Right and (D) any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified settlement agreement in such notice to inform the Company of its intentions as to connection with the exercise of the preemptive right provided under this SectionPreemptive Right. The payment of any settlement or other costs associated with such Preemptive Right shall, including to the maximum number extent arising from actions or inactions requested or caused by Acquiror, be solely for the account of Shares Acquiror, unless otherwise agreed to in writing by Parent. (iv) If any sale with respect to a Property (or securities or equity (up the Operating Partnership that owns such Property) is consummated pursuant to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company a Preemptive Right prior to the fifth Business Day before Closing, such Property will be treated as an Excluded Property from and after such consummation. Neither Parent, Seller Parties nor Acquiror shall have any liability hereunder with regard to any such Property, except for the contemplated purchase date specified in such notice, the Company may treat the preemptive right obligations hereunder that expressly survive a termination of such Management Stockholder to have been waived for that, but only for that, transactionthis Agreement. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares The Board of the Company, following the date hereof, the Management Stockholder Managers shall have the right authority to issue Company Securities in such amounts and at such purchase a Pro Rata Amount prices per Company Security as determined by the Board of Managers, subject to the provisions of this Section 3.05 and Section 5.02(b). Subject to Section 3.05(f), the Company shall deliver written notice (an “Issuance Notice”) to each Investor of any proposed issuance by the Company of any Company Securities at least 20 days prior to the proposed issuance date. The Issuance Notice shall specify the cash price at which such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that Company Securities are to be issued by and the other material terms of the issuance. Subject to Section 3.05(e) and Section 3.05(f), each Investor shall be entitled to purchase up to such Investor’s Percentage Interest of the Company or any subsidiary are issued (A) by reason of a dividendSecurities proposed to be issued, split, split-up or other distribution at the price and on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderterms specified in the Issuance Notice. (b) Written An Investor shall deliver written notice specifying of its election to purchase such Company Securities to the contemplated date Company and each other Investor within 15 days of receipt of the new Shares Issuance Notice. Such delivery of notice (which notice shall specify the number (or other securities or equity are to be purchased, the amount amount) of new Shares or securities or equity Company Securities to be purchased and the material terms thereof shall be delivered by the Company Investor submitting such notice) to the Management Stockholder no later than ten Business Days prior Company shall constitute exercise by such Investor of its rights under this Section 3.05 and a binding agreement of such Investor to such contemplated purchase date purchase, at the price and on the terms specified in the Issuance Notice, the number (or amount) of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date Company Securities specified in such notice Investor’s notice, and, in the case of S&N, any election made pursuant to inform Section 3.05(e). If, at the Company termination of such 15-day period, any Investor shall not have exercised its rights to purchase any of its intentions as pro rata percentage of such Company Securities, such Investor shall be deemed to have waived all of its rights under this Section 3.05 with respect to the exercise purchase of such Company Securities (but, for the preemptive right provided under this Sectionavoidance of doubt, including shall not have waived its rights with respect to any future purchase of Company Securities). To the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to extent that any Investor does not exercise its preemptive rights. If no written reply is received by rights under the Company prior to the fifth Business Day before the contemplated purchase date specified first and second sentences of this Section 3.05(b) in such noticefull, the Company shall provide the Investors who have elected to exercise their rights in full with the opportunity to purchase the remaining Company Securities which were the subject of the Issuance Notice (the “Remaining Securities”). In such event, such Investors may treat elect to purchase any or all of the preemptive right Remaining Securities; provided that each such electing Investor shall receive its proportionate share of the Remaining Securities based on the aggregate number of Company Securities such Management Stockholder Investors as a group elect to have been waived for that, but only for that, transactionpurchase if such number is more than the number or amount of Remaining Securities. (c) Notwithstanding The Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Company Securities that the Investors have not elected to purchase at the price and upon terms that are not less favorable to the Company than those specified in the 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 180 days from the date of the Issuance Notice. The closing of any purchase of such Company Securities that Investors have elected to purchase pursuant to such Issuance Notice shall take place at the same time as the issuance to non-Investors. (d) If the Investors have elected to purchase all of the Company Securities proposed to be issued at any one time pursuant to this Section 7 below3.05, the consummation of such purchase shall take place as soon as practicable (but in no event more than 45 days) following the receipt of all notices from the Investors indicating such election; provided that if such purchase is subject to regulatory approval, such 45-day period shall be extended until the expiration of 5 Business Days after all such approvals have been received, but in no event later than 90 days following the receipt of such election notices. At the consummation of the issuance of such Company Securities, the Company shall issue the Company Securities to be purchased by each Investor exercising preemptive rights pursuant to this Section 3.05 registered in the name of such Investor, against payment by such Investor of the purchase price for such Company Securities as specified in the Issuance Notice. If the Company proposes to issue any Company Securities after such 45-day (or up to 90-day, as applicable) period (as it may be extended as provided above), it shall again comply with the procedures set forth in this Section 6 3.05. (e) Notwithstanding the foregoing, in lieu of paying in cash the entire purchase price of any Company Securities that S&N has elected to purchase in any issuance of Company Securities pursuant to this Section 3.05, S&N may elect, in its sole discretion, to pay up to 25% of the aggregate purchase price of such Company Securities by Transferring to the Company debt obligations of the Company held by S&N in an aggregate principal amount equal to the portion of the aggregate purchase price that S&N has elected to pay pursuant to this Section 3.05(e). (f) Notwithstanding the foregoing, no Investor shall expire on be entitled to purchase Company Securities as contemplated by this Section 3.05 in connection with issuances of (i) Company Securities to employees of the date Company or any of its Subsidiaries pursuant to the Management Incentive Plan (and for the avoidance of doubt, Phantom Units pursuant to the Phantom Profits Interest Plan), (ii) Converted Common Units pursuant to conversion rights as set forth in Annex C, (iii) Preferred Units and OUS Units pursuant to the OUS Contribution Agreement, or (iv) Company Securities as consideration for any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction approved by the Board of Managers in accordance with the provisions of this Agreement. The Company shall not be obligated to consummate, nor be liable to any Investor if the Company has not consummated, any proposed issuance of Company Securities pursuant to this Section 3.05 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance. (g) This Section 3.05 shall terminate upon consummation of an Initial Public Offering.

Preemptive Rights. (aA) Except as set forth in Section 10.4(B), the Company will not issue, sell or otherwise transfer for consideration (an “Issuance”) any Equity Securities (the “Preemptive Securities”) unless, at least fifteen (15) days and not more than sixty (60) Days prior to such Issuance, the Company notifies each Capital Member who or which establishes to the satisfaction of the Company that it is an Accredited Investor in writing of the Issuance (including the price, the purchasers thereof and the other terms thereof) and grants to each such holder who or which establishes to the satisfaction of the Company that it is an Accredited Investor, the right (the “Right”) to subscribe for and purchase such Preemptive Securities so issued at the same price and on the same terms as issued in the Issuance such that, after giving effect to the Issuance and exercise of the Right, the Preemptive Securities owned by such Capital Member shall represent the same Profits Percentage Interest of such holder prior to the Issuance on a fully diluted basis (i.e., counting as outstanding any Employee Securities or any other options or warrants to purchase Equity Securities), or such lesser amount designated by such Capital Member. The Right may be exercised by such Capital Member at any time by written notice to the Company received by the Company within fifteen (15) days after receipt by such Capital Member of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur concurrently with the closing of the Issuance. In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is consideration received by the Company prior to in connection with an Issuance is property other than cash, each such Capital Member may, at its election, pay the fifth Business Day before the contemplated purchase date specified price for such additional securities in such noticeproperty or solely in cash. In the event that any such Capital Member elects to pay cash, the amount thereof shall be determined based on the Fair Market Value of the consideration received or receivable by the Company may treat in connection with the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionIssuance. (cB) Notwithstanding Section 7 belowthe foregoing, the rights provided Right shall not apply to issuances of Equity Securities, (i) pro rata to all holders of Units, as a dividend on, subdivision of or other distribution in this Section 6 shall expire on respect of, the date Class A Units, (ii) that constitute Employee Securities, (iii) in connection or as consideration for any acquisition by the Company of another Person or of a business or division operated by another Person, whether by asset purchase, stock purchase, merger or otherwise, (iv) in connection with commercial credit arrangements, equipment financings or other business transactions which issuances are primarily for other than equity financing purposes, or (v) issued pursuant to an Initial Public Offeringinitial public offering.

Preemptive Rights. (a) In Subject to the event that limitations set forth in Section 6.2, if the Majority Stockholder Company proposes to sell any Equity Securities (other than Exempted Securities) (the “Additional Securities”), including in a private placement, IPO, other public offering, or its Affiliate shall purchase any Shares as part of an acquisition, commercial agreement, share exchange or securities convertible into or exchangeable for Shares otherwise, the Company shall, at least thirty (30) days prior to issuing such Additional Securities, notify each of the Company, following the date hereofYahoo, the Management Stockholder shall have the right to purchase a Pro Rata Amount Members and SOFTBANK in writing of such Shares proposed issuance (which notice shall specify, to the extent practicable, the purchase price or other securities or equitya range for the purchase price, as if any, for, and the case may be, as are being purchasedterms and conditions of, such subscription being conditioned Additional Securities) and shall offer to sell such Additional Securities to each of Yahoo, the Management Members and SOFTBANK in the amounts set forth in subclauses (c) and (d) below and subject to Section 6.2(a), upon the actual purchase terms and conditions set forth in the notice and at the Purchase Price as provided in Section 6.1(e) (the “Preemptive Rights”). For purposes of such Shares or other securities or equity, as calculating the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be number of Additional Securities issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section 6, such calculation shall be increased as a result include the maximum number of Ordinary Shares and other equity interests issuable upon the conversion or exercise of any convertible or exchangeable securities, options, warrants or other Management Stockholder’s failure rights to exercise its rights hereunderacquire, any equity interests. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchasedIf Yahoo, the amount Management Members or SOFTBANK wishes to subscribe for a number of new Shares Additional Securities equal to or securities or equity less than the number to be purchased and the material terms thereof shall be delivered by the Company to which they are entitled under this section, Yahoo, the Management Stockholder no later than ten Business Days prior to such contemplated purchase date Members or SOFTBANK may do so and shall, in the written notice of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Sectionoffer, including specify the maximum number of Shares or securities or equity (up Additional Securities that they wish to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionpurchase. (c) Notwithstanding Section 7 belowWith respect to Additional Securities that are Ordinary Shares, the Company shall offer to each of Yahoo, the Management Members and SOFTBANK, all or any portion specified by such exercising party of a number of such Additional Securities such that, after giving effect to the proposed issuance (including the issuance to Yahoo, the Management Members and SOFTBANK pursuant to the Preemptive Rights and including any related issuance resulting from the exercise of preemptive rights provided by any unrelated Person with respect to the same issuance that gave rise to the exercise of Preemptive Rights by Yahoo, the Management Members and SOFTBANK), (X) the Yahoo Economic Interest Percentage after such issuance would equal the Yahoo Economic Interest Percentage immediately prior to such issuance, (Y) the Management Member Economic Interest Percentage after such issuance would equal the Management Member Economic Interest Percentage immediately prior to such issuance and (Z) the SOFTBANK Economic Interest Percentage after such issuance would equal the SOFTBANK Economic Interest Percentage immediately prior to such issuance, such numbers of Additional Securities set forth in each of (X), (Y) and (Z) to constitute the “Preemptive Share Amount” for such party for purposes of any exercise of Preemptive Rights to which this Section 6 paragraph (c) applies. If, at the time of the determination of any Preemptive Share Amount under this paragraph (c), any other Person has preemptive or other equity purchase rights similar to the Preemptive Rights, such Preemptive Share Amount shall expire on be recalculated to take into account the date number of an Initial Public OfferingOrdinary Shares such Persons have committed to purchase, rounding up such Preemptive Share Amount to the nearest whole Ordinary Share. (d) With respect to Additional Securities that are Other Shares, the Company shall offer to each of Yahoo, the Management Members and SOFTBANK, all or any portion specified by such exercising party, of a number of such securities equal to the total number of such Additional Securities proposed to be sold, multiplied by the Yahoo Economic Interest Percentage, the Management Member Economic Interest Percentage or the SOFTBANK Economic Interest Percentage, as applicable, at such time (which number 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 under this paragraph (d), 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 number of Other Shares such Persons have committed to purchase, rounding up such Preemptive Share Amount to the nearest whole Other Share.

Preemptive Rights. (a) In the event Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities that the Majority Stockholder Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 7.3(d) hereof. Purchaser's pro rata share is equal to the ratio of (A) the number of shares of the Common Stock held by Purchaser or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares issuable upon exercise of the Warrants immediately prior to the issuance of such Equity Securities to (B) the total number of shares of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be 's issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant and outstanding Common Stock immediately prior to the Merger Agreement. No Management Stockholder’s rights to purchase Shares issuance of the Equity Securities or other securities or equity pursuant to this Section shall be increased as a result issuable upon exercise of any other Management Stockholder’s failure to exercise its rights hereunderthe Warrants. (b) Written If the Company proposes to issue any Equity Securities, it shall give Purchaser written notice specifying of its intention, describing the contemplated date Equity Securities, the new Shares or other securities or equity are price and the terms and conditions upon which the Company proposes to issue the same. Purchaser shall have fifteen (15) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the amount of new Shares Company shall not be required to offer or securities or equity sell such Equity Securities to be purchased and the material terms thereof shall be delivered by Purchaser if it would cause the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date be in violation of the Shares or applicable federal and/or state securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received laws by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right virtue of such Management Stockholder to have been waived for that, but only for that, transactionoffer or sale. (c) Notwithstanding Section 7 below, the The preemptive rights provided in established by this Section 6 7.3 shall expire terminate on July 6, 2004. (d) The preemptive rights established by this Section 7.3 shall have no application to the issuance of any of the following Equity Securities: (i) shares of Common Stock issued or to be issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans that are approved by the Board of Directors ; (ii) Equity Securities issued pursuant to any option or warrant outstanding as of the date of this Agreement; (iii) Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition of all or substantially all of the equity or assets of an Initial Public Offeringunrelated entity or similar business combination; (iv) shares of Common Stock of the Company issued in connection with any stock split, stock dividend or recapitalization by the Company; or (v) Equity Securities issued pursuant to any equipment leasing arrangement, or debt financing from a bank or similar financial institution.

Preemptive Rights. (a) In the event that of a proposed issuance by the Majority Stockholder Company to any Securityholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares Third Party (the “Offeree”) of the Companyadditional Equity Securities, following the date hereofincluding in connection with an Equity Cure, the Management Stockholder each Securityholder shall have the right right, but not the obligation, to purchase up to that portion of such Equity Securities as is necessary (i) in the case of Common Equity Securities, to maintain such Securityholder’s relative ownership percentage of the aggregate amount of Common Stock then outstanding (on a fully diluted basis giving effect to the exercise of the Warrants and the full vesting of any then outstanding Unvested Management Shares, such portion, a “Pro Rata Amount Share”) and (ii) in the case of Preferred Equity Securities, to purchase such Securityholder’s Pro Rata Share of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive Preferred Equity Securities to be issued. Such right shall not be exercisable if offered to the Securityholders pursuant to a written notice from the Company (setting forth the price at which such Shares or other securities or equity, as the case may be, that Equity Securities are to be issued by and all of the other material terms and conditions of the issuance) offering the Securityholders such Equity Securities on the same terms and conditions as offered to the Offeree (such notice, a “Preemptive Rights Notice”). Each Securityholder shall have ten (10) business days from the date of the Company’s delivery of the Preemptive Rights Notice to notify the Company in writing of its irrevocable acceptance of such offer with respect to all or any subsidiary portion of the Equity Securities that are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant offered to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderOfferee. (b) Written notice specifying The Company shall have 180 days from the contemplated date issuance of the new Shares Preemptive Rights Notice to consummate the proposed issuance of any or other securities or equity all of such Equity Securities that the Securityholders have not elected to purchase at the price and upon terms that are not less favorable to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date those specified in such notice to inform the Preemptive Rights Notice. If the Company of its intentions as proposes to issue any such Equity Securities after such 180-day period, it shall again comply with the exercise of the preemptive right provided under procedures set forth in this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction.Section X. (c) Notwithstanding This Section 7 belowX shall not apply to (i) the issuance of shares of Common Stock upon exercise of the Warrants or upon conversion, exercise or exchange in accordance with their terms of other convertible, exercisable or exchangeable securities issued in accordance with this Agreement and (ii) shares of Common Stock issued or the rights provided in this Section 6 shall expire issuance or grants of restricted stock or options to purchase Common Stock pursuant to the Company’s or its subsidiaries’ stock option plans and employee stock purchase plans or employment agreements with employees of the Company or its subsidiaries (but not including issuances to members of management of the Company who are employed by the Company or its subsidiaries on the date of an Initial Public Offeringthis Agreement). The rights set forth in this Section X shall not apply to the issuance of shares of Common Stock in connection with, and will terminate automatically upon the consummation of, a Qualified IPO.

Preemptive Rights. (a) In the event that the Majority Stockholder Company intends to consummate any Equity Issuance, the Company shall provide each of the Investors with a right of first refusal to purchase its or its Affiliate shall purchase his pro rata portion of such Capital Stock, on the terms and conditions offered by the Company. For purposes of this Section 3.5, each of the Investor’s pro rata portion is equal to the ratio of (a) the number of shares of Capital Stock held by it or him immediately prior to such issuance to (b) the aggregate number of shares of Capital Stock held by all of the Investors immediately prior to such issuance. For purposes of making any Shares determination or securities calculation pursuant to this Section 3.5(a), but for such purposes only, as of any date of determination or calculation, all of the Capital Stock of the Company that is then convertible or exercisable into or exchangeable for Shares of the CompanyCommon Stock shall be deemed to have been so converted, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount exercised or exchanged in full as of such Shares date of determination or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereundercalculation. (b) Written The Company shall provide each Investor not less than 30 days prior written notice specifying (the contemplated date “Offer Notice”) of such Equity Issuance, together with the new Shares or other securities or equity are details and terms of such intended transaction. Each Investor shall respond to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company within 10 days of receiving the Offer Notice notifying the Company whether or not it or he desires to the Management Stockholder no later than ten Business Days prior to purchase in such contemplated purchase date of the Shares or securities or equityEquity Issuance, and such Management Stockholder shall have until five Business Days prior to stating the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right shares of such Management Stockholder Capital Stock it or he desires to have been waived for that, but only for that, transactionpurchase. (c) Notwithstanding Section 7 belowIn the event that the Investors fail to exercise the right of first refusal for all of the Capital Stock offered in the Equity Issuance within the applicable time period, then, with respect to the issuance of such unsubscribed shares of the Capital Stock, the rights provided of the Investors under this Section 3.5 shall expire and the Company shall have 90 days thereafter to sell such Capital Stock at a price and upon general terms not more favorable to the purchasers thereof than specified in the Offer Notice. In the event that the Company has not sold such Capital Stock within such 90 day period, then the Company shall not thereafter issue or sell any such Capital Stock without again first offering them to the Investors pursuant to this Section 3.5. (d) For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, to the extent a subsidiary of the Company is engaging in an Equity Issuance, each reference to the Company in this Section 6 3.5 shall expire on be deemed to include such subsidiary, and the date Company shall cause such subsidiary to comply with the provisions of an Initial Public Offeringthis Section 3.5 as if it were the Company hereunder.

Preemptive Rights. (a) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares The Board of the Company, following the date hereof, the Management Stockholder Managers shall have the right authority to issue Company Securities in such amounts and at such purchase a Pro Rata Amount prices per Company Security as determined by the Board of Managers, subject to the provisions of this Section 3.05 and Section 5.02(b). Subject to Section 3.05(f), the Company shall deliver written notice (an “Issuance Notice”) to each Investor of any proposed issuance by the Company of any Company Securities at least 20 days prior to the proposed issuance date. The Issuance Notice shall specify the cash price at which such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that Company Securities are to be issued by and the other material terms of the issuance. Subject to Section 3.05(e) and Section 3.05(f), each Investor shall be entitled to purchase up to such Investor’s Percentage Interest of the Company or any subsidiary are issued (A) by reason of a dividendSecurities proposed to be issued, split, split-up or other distribution at the price and on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderterms specified in the Issuance Notice. (b) Written An Investor shall deliver written notice specifying of its election to purchase such Company Securities to the contemplated date Company and each other Investor within 15 days of receipt of the new Shares Issuance Notice. Such delivery of notice (which notice shall specify the number (or other securities or equity are to be purchased, the amount amount) of new Shares or securities or equity Company Securities to be purchased and the material terms thereof shall be delivered by the Company Investor submitting such notice) to the Management Stockholder no later than ten Business Days prior Company shall constitute exercise by such Investor of its rights under this Section 3.05 and a binding agreement of such Investor to such contemplated purchase date purchase, at the price and on the terms specified in the Issuance Notice, the number (or amount) of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date Company Securities specified in such notice Investor’s notice, and, in the case of S&N, any election made pursuant to inform Section 3.05(e). If, at the Company termination of such 15-day period, any Investor shall not have exercised its rights to purchase any of its intentions as pro rata percentage of such Company Securities, such Investor shall be deemed to have waived all of its rights under this Section 3.05 with respect to the exercise purchase of such Company Securities (but, for the preemptive right provided under this Sectionavoidance of doubt, including shall not have waived its rights with respect to any future purchase of Company Securities). To the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to extent that any Investor does not exercise its preemptive rights. If no written reply is received by rights under the Company prior to the fifth Business Day before the contemplated purchase date specified first and second sentences of this Section 3.05(b) in such noticefull, the Company shall provide the Investors who have elected to exercise their rights in full with the opportunity to purchase the remaining Company Securities which were the subject of the Issuance Notice (the “Remaining Securities”). In such event, such Investors may treat elect to purchase any or all of the preemptive right Remaining Securities; provided that each such electing Investor shall receive its proportionate share of the Remaining Securities based on the aggregate number of Company Securities such Management Stockholder Investors as a group elect to have been waived for that, but only for that, transactionpurchase if such number is more than the number or amount of Remaining Securities. (c) Notwithstanding The Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Company Securities that the Investors have not elected to purchase at the price and upon terms that are not less favorable to the Company than those specified in the 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 180 days from the date of the Issuance Notice. The closing of any purchase of such Company Securities that Investors have elected to purchase pursuant to such Issuance Notice shall take place at the same time as the issuance to non-investors. (d) If the Investors have elected to purchase all of the Company Securities proposed to be issued at any one time pursuant to this Section 7 below3.05, the consummation of such purchase shall take place as soon as practicable (but in no event more than 45 days) following the receipt of all notices from the Investors indicating such election; provided that if such purchase is subject to regulatory approval, such 45-day period shall be extended until the expiration of 5 Business Days after all such approvals have been received, but in no event later than 90 days following the receipt of such election notices. At the consummation of the issuance of such Company Securities, the Company shall issue the Company Securities to be purchased by each Investor exercising preemptive rights pursuant to this Section 3.05 registered in the name of such Investor, against payment by such Investor of the purchase price for such Company Securities as specified in the Issuance Notice. If the Company proposes to issue any Company Securities after such 45-day (or up to 90-day, as applicable) period (as it may be extended as provided above), it shall again comply with the procedures set forth in this Section 6 3.05. (e) Notwithstanding the foregoing, in lieu of paying in cash the entire purchase price of any Company Securities that S&N has elected to purchase in any issuance of Company Securities pursuant to this Section 3.05, S&N may elect, in its sole discretion, to pay up to 25% of the aggregate purchase price of such Company Securities by Transferring to the Company debt obligations of the Company held by S&N in an aggregate principal amount equal to the portion of the aggregate purchase price that S&N has elected to pay pursuant to this Section 3.05(e). (f) Notwithstanding the foregoing, no Investor shall expire on be entitled to purchase Company Securities as contemplated by this Section 3.05 in connection with issuances of (i) Company Securities to employees of the date Company or any of its Subsidiaries pursuant to the Management Incentive Plan (and for the avoidance of doubt, Phantom Units pursuant to the Phantom Profits Interest Plan), (ii) Converted Common Units pursuant to conversion rights as set forth in Annex C, (iii) Preferred Units and OUS Units pursuant to the OUS Contribution Agreement, or (iv) Company Securities as consideration for any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction approved by the Board of Managers in accordance with the provisions of this Agreement. The Company shall not be obligated to consummate, nor be liable to any Investor if the Company has not consummated, any proposed issuance of Company Securities pursuant to this Section 3.05 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance. (g) This Section 3.05 shall terminate upon consummation of an Initial Public Offering.

Preemptive Rights. (a) In addition to its other rights under this Agreement, W▇▇▇ shall have a preemptive right during the event that term of this Agreement to acquire such Equity Securities as may be issued from time to time in accordance with the Majority Stockholder or its Affiliate terms of this Agreement. Such preemptive right shall purchase any Shares or securities convertible into or exchangeable for Shares apply with respect to all Equity Securities issued by TomoTherapy after the effective date of this Agreement, whether such additional Equity Securities constitute a part of the CompanyEquity Securities presently or subsequently authorized or constitute Equity Securities held in the treasury of TomoTherapy but its preemptive right shall not apply to the grant of stock options or Equity Securities to employees, following directors and officers in connection with services rendered to TomoTherapy by such persons or to those Equity Securities for which W▇▇▇ receives additional Shares under the date hereof, the Management Stockholder anti-dilution provisions set forth in Section 2A(ii). W▇▇▇ shall have the right to purchase a Pro Rata Amount acquire Equity Securities of such Shares or other securities or equity, as the case may be, as are type being purchased, such subscription being conditioned upon issued in an amount equal to W▇▇▇’▇ Share percentage immediately before the actual purchase issuance multiplied by the number of such Shares or other securities or equity, as the case may be; provided, however, Equity Securities of that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, type that are to be issued by the Company to all persons or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) entities pursuant to that issuance. The terms and conditions of W▇▇▇’▇ exercise of its preemptive rights, including the Merger Agreementconsideration to be paid for such Equity Securities, shall be no less favorable to W▇▇▇ than the most favorable terms and conditions offered to any other shareholder or prospective shareholder with respect to the Equity Securities then being issued. No Management Stockholder’s W▇▇▇ may, at its option, exercise such preemptive rights to purchase Shares some or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date all of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior other Equity Securities to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the which it has preemptive right provided rights under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.7B.

Preemptive Rights. In addition to any adjustments pursuant to the terms of this Warrant, if at any time prior to the exercise in full or expiration of this Warrant the Company or any of its subsidiaries grants, issues or sells any shares of Common Stock, Options, Convertible Securities or rights to purchase stock, warrants, equity securities or other property (aincluding any such equity securities or other property that would be considered within a calculation of equity on a Fully-Diluted Basis for either the Company or any of its subsidiaries) In (the event that “Purchase Rights”), then the Majority Stockholder holder of this Warrant shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder of this Warrant would have been entitled to acquire if the Purchase Rights had been offered to the holders of Common Stock pro rata and the holder of this Warrant had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date on which such Purchase Rights were initially extended. The Holder may assign any or all Purchase Rights it is granted pursuant to this Section 7 to any of its Affiliate affiliates or direct or indirect equityholders or co-investors. The Company shall purchase provide the Holder with a notice (the “Purchase Rights Offer Notice”) of any Shares such Purchase Rights stating (i) the equity securities or other property subject to such Purchase Rights, (ii) the number of such equity securities convertible into or exchangeable for Shares nature of such other property, (iii) the price and terms upon which such Purchase Rights are to be offered and (iv) the Holder’s portion of such Purchase Rights pursuant to this Section 7. The Holder may elect to exercise all or any portion of its Purchase Rights by notification to the Company within thirty days of receipt of the Company, following Purchase Rights Offer Notice. Notwithstanding anything herein to the date hereofcontrary, the Management Stockholder shall have the right to purchase a Pro Rata Amount holder of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right this Warrant shall not be exercisable if such Shares entitled to the Purchase Rights granted herein with respect to any Excluded Issuance. An “Excluded Issuance” means any issuance or other securities sale (or equity, as the case may be, that are to be issued deemed issuance or sale) by the Company or any subsidiary of its subsidiaries after the date hereof of: (a) shares of Common Stock (or shares of any other class of stock) issued upon the exercise of this Warrant; (b) shares of Common Stock or other equity securities issued directly or upon the exercise of Options or Convertible Securities to directors, officers, employees, or consultants of the Company and its subsidiaries in connection with their service as directors of the Company and its subsidiaries, their employment by the Company or its subsidiaries or their retention as consultants by the Company or its subsidiaries, in each case authorized by the Board of Directors of the Company and issued pursuant to the Company’s incentive equity plans; (c) shares of Common Stock or other equity securities issued upon the conversion, exchange or exercise of Options or Convertible Securities issued prior to the date hereof, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock or other securities issuable thereunder or to lower the exercise or conversion price thereof (except, in each case, for customary adjustments to reflect the events and transactions described in Section 5(a)-5(c) and Section 6.1 for which a corresponding adjustment is given effect under this Warrant); (d) shares of Common Stock, Options or Convertible Securities or other equity securities issued (Ai) by reason to persons in connection with a merger, business combination, acquisition of a dividend, split, split-up or other distribution on Shares assets or equity of another person or entity, joint venture, strategic alliance, consulting or ​ ​ advisory arrangement or other commercial relationship with such subsidiary person or entity (including persons and entities that are customers, suppliers and strategic partners of the Company) relating to the operation of the Company’s business and not for the primary purpose of raising equity capital, (ii) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible or intangible assets, or (Biii) pursuant to lenders in connection with debt financings of the Company, in each case where such transactions have been approved by the Board of Directors of the Company; (e) shares of Common Stock or other equity securities or Convertible Securities in an offering for cash for the account of the Company that is underwritten or sold through an investment bank acting as agent for the Company and is registered with the Securities and Exchange Commission under the Securities Act; (f) shares of Common Stock, Options, Convertible Securities or other equity securities issued to the Merger Agreement. No Management Stockholder’s rights to purchase Shares lessor or other vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business; (g) any equity securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered Convertible Securities issued by the Company in connection with any public offering or sale’ (h) any equity securities issued as an equity dividend, upon any equity split or other subdivision, combination or reclassification or in connection with any recapitalization, reorganization or similar reclassification or (i) any equity securities issued to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares an entity that is, directly or securities or equityindirectly, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received wholly-owned by the Company prior or (j) shares of Common Stock issued upon conversion, exchange or exercise of any equity securities, Convertible Securities or Options issued pursuant to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionclauses (d) through (i) above. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. 3.1. Prior to the consummation of an IPO, if the Company proposes to issue or sell any New Securities (aas defined below), the Company shall grant, prior to such issuance, to the New Shareholder and the Original Shareholders (the "PREEMPTIVE SHAREHOLDERS"), the right to purchase its pro-rata share in the Company of the New Securities, thereafter maintaining its proportionate equity ownership in the Company. A Shareholder's pro-rata share, for purposes of this Section, is the ratio of the number of shares held by such Shareholder immediately prior to the issuance of the New Securities (on an as converted basis) in relation to the total number of Ordinary Shares issued and outstanding immediately prior to the issuance of New Securities (on an as converted basis). Each Preemptive Shareholder shall have a right of over-allotment such that if any Preemptive Shareholder declines or fails to exercise its right hereunder to purchase its pro-rata share of the New Securities, each other Preemptive Shareholder exercising its preemptive right hereunder may purchase such declining Preemptive Shareholder's portion, on a pro-rata basis to those Preemptive Shareholders exercising their right of over-allotment. 3.2. In the event the Company proposes to issue New Securities, it shall give each Preemptive Shareholder written notice of its intention, describing the type of New Securities, their price and the general terms upon which the Company proposes to issue the same. Each Preemptive Shareholder shall have twenty-one (21) days after such notice is mailed or delivered to elect to purchase its pro rata share of such New Securities and any additional shares as may be available for over-allotment, upon the terms and conditions specified in the notice, by giving written notice to the Company and stating therein the maximum amount of New Securities elected to be purchased. In the event that a written notice of any Preemptive Shareholder is not received by the Majority Stockholder Company within the period mentioned above, then such Preemptive Shareholder shall be deemed to have waived its preemptive right under this Section 3.2. In the event the Preemptive Shareholders fail to fully exercise the preemptive right within the said twenty-one (21) day period, the Company shall have one hundred twenty (120) days thereafter to sell, or its Affiliate enter into an agreement to sell, to any third party, the remainder of the New Securities with respect to which the Preemptive Shareholders' 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 Preemptive Shareholders. In the event the Company has not sold, or entered into an agreement to sell, the New Securities within the one hundred twenty (120) day period, the Company shall purchase not issue or sell any Shares or securities convertible into or exchangeable for Shares New Securities without first complying with the provisions of this Section. 3.3. For the purpose of this Section "NEW SECURITIES" shall mean any equity interest in the Company, following the date hereofwhether now authorized or not, the Management Stockholder shall have the right and rights, options or warrants to purchase a Pro Rata Amount such equity interests, and securities of such Shares or other securities or equity, as the case may be, as any type whatsoever that are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may beconvertible into equity interests; provided, however, that the term "New Securities" does not include: (i) securities issued upon the conversion of any preferred shares, as shall be hereafter authorized; (ii) securities issued from the Pool (as such preemptive right shall not be exercisable if such Shares term is defined in the Share Purchase Agreement between the Company and the New Shareholder that is being executed simultaneously herewith); (iii) securities issued in connection with stock splits, bonus shares or other securities or equity, as similar recapitalization events on the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason basis of a dividend, split, splitShareholder's pro-up or other distribution on Shares or equity rata share of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date all outstanding shares of the Shares or securities or equityCompany, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions on an as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionconverted basis. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In Except as provided in (d) below, until the event that consummation of an Initial Public Offering, the Majority Stockholder Company shall not issue or its Affiliate shall purchase sell any Shares (or securities or other instruments or rights convertible into into, or exercisable or exchangeable for Shares or to subscribe for or purchase Shares) unless the provisions of this Section 4.2 shall have been complied with by the Company. Prior to any such proposed issuance or sale, the Company shall notify each Standard Party in writing (the "Issuance Notice") of the Companynumber of Shares (or securities or other instruments convertible into, or exercisable or exchangeable for Shares) proposed to be issued or sold, the proposed price and the other material terms of such proposed issuance or sale. During the period of 30 days following the date hereofof such notice (the "Subscription Period"), the Management Stockholder each Standard Party shall have the right to purchase deliver to the Company a Pro Rata Amount notice (a "Subscription Notice") electing to purchase, at the proposed issuance price and on the same terms as the proposed issuance, an amount of such Shares (or securities or other securities instruments convertible into, or equity, exercisable or exchangeable for Shares) (the "Maintenance Shares") as the case may be, is necessary for such Standard Party to maintain its Percentage Ownership as are being purchased, of immediately prior to such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued proposed issuance (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder"Preemptive Rights"). (b) Written notice specifying Any Standard Party which does not deliver to the contemplated date Company a duly completed Subscription Notice within 30 days after such Standard Party's receipt of the new Shares Issuance Notice shall be deemed to have waived its right to purchase all or other securities or equity are to be purchasedany part of its Maintenance Shares. In any such case, the amount of new Company shall have 180 days following such deemed waiver in which to issue or sell the applicable Shares (or securities or equity other instruments convertible into, or exercisable or exchangeable for Shares) on terms not materially different from those contained in the Issuance Notice. Promptly after any issuance or sale pursuant to be purchased and the material terms thereof shall be delivered by this Section 4.2(b), the Company to shall notify the Management Stockholder no later than ten Business Days prior to such contemplated purchase date Standard Parties of the consummation thereof. If the Company does not complete the issuance or sale of Shares (or securities or equityother instruments convertible into, and such Management Stockholder shall have until five Business Days prior to or exercisable or exchangeable for Shares) within the contemplated purchase date 180-day period specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticeSection 4.2(b), the Company may treat not issue or sell such Shares (or securities or other instruments convertible into, or exercisable or exchangeable for Shares) without repeating the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionprocedures in this Section 4.2. (c) Notwithstanding Section 7 belowIf the proposed issuance or sale of the Shares (or securities or other instruments or rights convertible into, or exercisable or exchangeable for or to subscribe for or purchase Shares) is consummated, each Standard Party delivering a Subscription Notice shall purchase from the Company, and the Company shall issue and sell to each such Standard Party, such Shares (or securities or other instruments or rights provided convertible into, or exercisable or exchangeable for or to subscribe for or purchase Shares) on such terms and at the price set forth in this Section 6 the Issuance Notice. The closing of such sale(s) shall expire occur, subject to the Company's receipt of necessary approvals, on the date day of an Initial Public Offering.consummation of the issuance or sale of such Shares (or securities or other instruments or rights convertible into, or exercisable or exchangeable for or to subscribe for or purchase Shares) to Persons other than the Standard Parties. Any default in per-

Preemptive Rights. (a) If, at any time, the Company (or any of its subsidiaries who are Affiliates) proposes to issue (except in a transaction described in Section 4(b) below) any of its equity securities or any securities convertible into or having the rights to purchase any equity securities to any Person (collectively, “Equity Securities”), then, in such event, the Company shall first offer in writing to sell such Equity Securities, on the same terms and conditions as proposed by the Company to such Person or entity, to the Investor. The Investor shall then have the option to purchase its pro rata portion of the Equity Securities proposed to be issued (based on the number of Equity Securities owned by the Investor in relation to the total number of the Equity Securities then outstanding, all determined on a fully diluted basis), at the price and upon the terms set forth in such writing. Such option shall be exercisable by written notice to the Company for a period of fifteen (15) days from the date of such offer. A failure by the Investor to give written notice of the exercise within such fifteen (15) day period shall be deemed to be a rejection by the Investor of its option to purchase. The closing of the purchase of Equity Securities by the Investor shall take place within fifteen (15) days after the expiration of such fifteen (15) day period. The Company shall have sixty (60) days from the expiration of the right set forth herein to sell the unsold portion of the Equity Securities to other purchasers, but only upon terms and conditions that are in all material respects no more favorable to such purchasers or less favorable to the Company than those set forth in the Equity Securities offering. In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares sale of the Company, following the date hereofunsold portion of Equity Securities is not consummated within such sixty (60) day period, the Management Stockholder shall have the Company’s right to purchase a Pro Rata Amount sell such unsold Equity Securities shall be deemed to lapse, and any sale of such Shares or other securities or equity, Equity Securities without additional notice to the Investor as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right provided for in this Section 4(a) shall not be exercisable if such Shares or other securities or equity, as the case may be, that are deemed to be issued by in violation of the Company or any subsidiary are issued (A) by reason provisions of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger this Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying The following transactions shall be excluded from the contemplated date the new Shares restrictions of this Section 4: (i) The issuance of shares of Common Stock (or options, warrants or other securities or equity are to be purchasedpurchase rights exercisable for Common Stock), the amount of new Shares or securities or equity to be purchased as adjusted for any stock dividends, combinations, splits, recapitalizations and the material terms thereof shall be delivered by like to employees, consultants or directors of the Company pursuant to the Management Stockholder no later than ten Business Days prior Company’s 2020 Equity Incentive Plan; (ii) The issuance of shares of Common Stock pursuant to such contemplated purchase date agreements duly entered into concurrently herewith; and (iii) The issuance of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior Equity Securities pursuant to the contemplated purchase date outstanding contractual obligations as specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.Schedule A.

Preemptive Rights. (a) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following After the date hereof, the Management Stockholder Company shall have give prior written notice to the right Purchaser of the proposed private placement of any Capital Stock or other equity securities by the Company for cash, other than (i) issuances pursuant to the Company's equity compensation or stock option plans and (ii) issuances pursuant to the Rights Plan (each a "New Issuance") at a price below $6.20 per share (with appropriate adjustment made for any stock dividend, split-up or subdivision or any combination or reclassification made or effected subsequent to the Closing Date). Such notice shall specify the number and class of securities to be issued, the rights, terms and privileges thereof and the price at which such securities will be issued. By written notice to the Company given within 15 Business Days of being notified of such New Issuance, the Purchaser shall be entitled to purchase a Pro Rata Amount all, but not less than all, of such Shares the Capital Stock or other securities or equity, as contemplated by the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may beNew Issuance; provided, however, that such preemptive right the Purchaser shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or have any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights right to purchase Shares or other securities or equity pursuant to this Section shall 5.7 if, prior to a sale of securities to the Purchaser pursuant to this Section 5.7, such securities would be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are required to be purchased, registered under the amount of new Shares or securities or equity to be purchased and Act; provided further that if the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform Purchaser does not timely notify the Company of its intentions as election to the exercise purchase all of the preemptive right provided under this SectionNew Issuance on the terms specified in the foregoing notice, or unless the Company or the placement agent for the New Issuance reasonably believes that including the maximum number Purchaser in the group of Shares or securities or equity (up investors for the New Issuance will materially adversely affect the Company's ability to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by consummate the Company prior to New Issuance on the fifth Business Day before the contemplated purchase date terms specified in such notice, then the Company may treat Purchaser shall be permitted to invest in the preemptive right New Issuance in such amount to be reasonably determined in good faith by the Company. The closing of such Management Stockholder any purchase pursuant to have been waived for thatthis Section 5.7 shall be held at the time and place of the closing of, but only for that, transaction. (c) Notwithstanding Section 7 belowand on the same terms and conditions as, the rights provided in this Section 6 shall expire on New Issuance, or at such other time and place as the date of an Initial Public Offeringparties to the transaction may agree.

Preemptive Rights. a. If the Company proposes to issue any shares of Company Common Stock (a) In the event that the Majority Stockholder including issuances of shares of Company Common Stock pursuant to exchangeable or its Affiliate shall purchase any Shares or convertible securities convertible into or exchangeable for Shares of the CompanyCompany or other securities exercisable for shares of Company Common Stock (upon exercise or in accordance with the terms thereof)) or any other securities of the Company carrying voting rights that are entitled to vote together with Company Common Stock (collectively, following the date hereof“New Securities”), the Management Stockholder Aflac shall have the right to purchase a Pro Rata Amount and acquire up to such number of shares of Company Common Stock that would allow Aflac to maintain Beneficial Ownership of the issued and outstanding shares of Company Common Stock, after giving effect to the issuance of the applicable New Securities, that is no less than Aflac’s Pre-Issuance Ownership Percentage (such Shares or other securities or equityshares, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be“Preemptive Rights Shares”); provided, however, that such preemptive right that, subject to Section 3.1(g), Aflac shall not be exercisable if have this purchase and acquisition right to the extent that an issuance of the Preemptive Rights Shares to Aflac would require approval of the shareholders of the Company pursuant to Rule 5635 of the NASDAQ Listing Rules or any successor rule thereof (the “NASDAQ Rule”), unless such Shares or shareholder approval is obtained. Notwithstanding the foregoing, to the extent the Company issues securities, other securities or equity, as the case may bethan Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of Company Common Stock, Aflac shall only be entitled to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights exercise its right to purchase Preemptive Rights Shares or other securities or equity pursuant to this Section 3.1 concurrently with, or as promptly as practicable following, the issuance of the shares of Company Common Stock underlying such securities. b. In the case of an issuance of New Securities which are exchangeable for, or convertible into, or otherwise exercisable for, shares of Company Common Stock, the Company shall, prior to or concurrently with such issuance of New Securities, deliver a written notice to Aflac (the “Pre-Notice”) (i) stating the Company’s intention to issue such securities, (ii) stating the amount of such securities that the Company proposes to issue in the aggregate and, correspondingly, the number of Preemptive Rights Shares that Aflac could be entitled to purchase or acquire in the future, (iii) informing Aflac that it may have a future right to elect to purchase such Preemptive Rights Shares, which right shall be increased exercisable upon delivery of a Preemptive Rights Notice (defined below) and (iv) stating the price of such Preemptive Rights Shares based on the issuance price of such New Securities (or if such prices are not clearly identifiable, the formula for determining the price upon exchange, conversion or exercise or, if no such formula is available, such effective price per share as is reasonably determined by the Company in good faith). The Company shall provide the right contemplated by Section 3.1(a) to Aflac by delivering a result written notice to Aflac (the “Preemptive Rights Notice”) stating (i) in the case of any other Management Stockholderan issuance of shares of Company Common Stock, (x) the Company’s failure intention to issue New Securities, (y) the amount of such New Securities that the Company proposes to issue in the aggregate and, correspondingly, the number of Preemptive Rights Shares that Aflac is entitled to purchase or acquire and (z) the price of such New Securities (or (1) if such prices are not clearly identifiable, such effective price per share as is reasonably determined by the Company in good faith or (2) in the case of issuances of restricted stock, the fair market value of such restricted stock as determined by the Company in the ordinary course in connection with such issuance) and (ii) in the case of an issuance of Company Common Stock upon the exchange, conversion, or exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchasedof New Securities described in a Pre-Notice, the amount of new Shares such securities that will or securities have been exchanged, converted or equity to be purchased exercised for Company Common Stock and the material terms thereof shall be delivered resulting number of Preemptive Rights Shares that Aflac is entitled to purchase and acquire. Within five (5) Business Days following the delivery of the Preemptive Rights Notice by the Company to Aflac, Aflac may, by delivery of a written notice of acceptance to the Management Stockholder no later than ten Business Days prior Company (the “Acceptance Notice”), elect to such contemplated purchase date all, or any portion, of the Preemptive Rights Shares that Aflac is then entitled to purchase and acquire pursuant to this Section 3.1 for the price (or securities the price determined by application of any applicable formula) indicated in the Pre-Notice or equitythe Preemptive Rights Notice, as applicable. The delivery of the Acceptance Notice shall be evidence of Aflac’s irrevocable commitment to purchase the number of Preemptive Rights Shares indicated in the Acceptance Notice for the price indicated in the Pre-Notice or the Preemptive Rights Notice, as applicable, and such Management Stockholder the consummation of the sale and purchase of the Preemptive Rights Shares shall have until five Business Days prior occur concurrently with or as promptly as practicable following the Company’s issuance of the corresponding New Securities. c. Notwithstanding anything in this Section 3.1 to the contemplated purchase date specified contrary, if the amount of New Securities to be issued is for any reason less than the amount that was initially proposed to be issued as indicated in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticePreemptive Rights Notice, the Company may treat (whether before or after Aflac has delivered an Acceptance Notice to the preemptive right Company) decrease the number of such Management Stockholder Preemptive Rights Shares that Aflac is entitled to have been waived for that, purchase and acquire pursuant to this Section 3.1 to an amount not less than the amount necessary to allow Aflac to maintain (but only for that, transactionnot exceed) its Pre-Issuance Ownership Percentage after giving effect to the issuance of the applicable New Securities. (c) d. Notwithstanding Section 7 below, the rights provided anything in this Section 6 3.1 to the contrary, if the amount of New Securities to be issued is for any reason greater than the amount that was initially proposed to be issued as indicated in the Preemptive Rights Notice, Aflac may, by delivery of an Acceptance Notice (whether or not Aflac has previously delivered an Acceptance Notice to the Company), increase the number of Preemptive Rights Shares it elects to purchase and Aflac elects to acquire pursuant to this Section 3.1 to an amount not less than the amount necessary to allow Aflac to maintain (but not exceed) its Pre-Issuance Ownership Percentage after giving effect to the issuance of the applicable New Securities. e. Notwithstanding anything in this Section 3.1 to the contrary, Section 3.1(a) shall expire not apply, and the Company shall have no obligation to sell, and Aflac shall have no right to purchase from the Company and no right to acquire, any shares of Company Common Stock or any other securities of the Company, if the Company proposes to issue New Securities: i. pursuant to any employee benefits or other compensation plan approved by the Company Board and the shareholders of the Company; ii. in connection with any strategic transaction by the Company, whether involving a merger, consolidation, acquisition of assets, sale or exchange of stock, joint venture, other business combination, commercial agreement or otherwise, in each case, pursuant to which any such New Securities are being issued as consideration therefor; iii. issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Company Board; iv. upon any stock dividend, stock split or other pro rata distribution, subdivision or combination of securities or other recapitalization of the Company; v. pursuant to any direct stock purchase and dividend reinvestment plan (or any similar successor plan) of the Company; or vi. pursuant to the terms of a “poison pill” or other similar shareholder rights plan approved by the Company Board. f. Upon the Company’s issuance of any Preemptive Rights Shares, such Preemptive Rights Shares shall be (i) validly issued, fully paid and nonassessable and (ii) duly authorized by all necessary corporate action of the Company. g. In the event that the Company proposes an issuance of New Securities and the full number of Preemptive Rights Shares that would be issued to Aflac pursuant to Section 3.1(a) in connection with such issuance of New Securities would exceed the amount that the Company could issue to Aflac without shareholder approval pursuant to the NASDAQ Rule (a “Shareholder Approval Issuance”), the Company shall use its reasonable best efforts to obtain approval for such Preemptive Rights Shares by the shareholders of the Company for the issuance to Aflac of the Preemptive Rights Shares (it being understood that no Shareholder Approval Issuance will be conditioned on the date receipt of an Initial Public Offeringapproval for issuance to Aflac of the applicable Preemptive Rights Shares); provided that, if shareholder approval of the issuance to Aflac is not obtained, the applicable number of Preemptive Rights Shares shall automatically be decreased to one share of Company Common Stock less than as would require shareholder approval pursuant to the NASDAQ Rule. h. Notwithstanding anything to the contrary, this Article III shall terminate if the Strategic Alliance Agreement has been terminated in accordance with its terms.

Preemptive Rights. (a) In Except for the event that issuance of Excluded Securities and subject to Section 5.02, the Majority Stockholder Acquiror shall provide the Stockholders with written notice of any proposed issuance for cash of any equity securities or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares for, or any rights or warrants to acquire, any equity securities of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder Acquiror no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five 30 Business Days prior to the contemplated proposed issuance thereof. Such notice shall specify the securities to be issued, the purchase price, the proposed issuance date specified and all other material terms of such issuance. Upon delivery to the Acquiror by any of the Stockholders no later than 20 Business Days after such notice by the Acquiror of a notice stating that such Stockholder intends to acquire a portion of the securities to be issued, such Stockholder shall be entitled, on the terms offered by the Acquiror to other prospective purchasers of the securities to be issued, to purchase up to an amount of the securities such that, upon consummation of the proposed issuance, the Stockholder would hold that Ownership Percentage of the Acquiror as such Stockholder holds immediately prior to such issuance. Any such notice from any Stockholder shall indicate the amount of securities it intends to purchase and shall constitute a binding contract to acquire such securities on the terms set forth in the notice delivered to such Stockholder by the Acquiror with respect to such issuance. Notwithstanding anything herein to the contrary, the Acquiror shall be entitled not to proceed with the proposed issuance or to alter the terms thereof; provided that, in the event that any material terms of the proposed issuance are altered, (i) any notice delivered by a Stockholder to the Acquiror pursuant to this Section 5.01 shall be revoked automatically and (ii) such Stockholder shall be entitled to participate in such notice to inform proposed issuance on the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified revised terms in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in accordance with this Section 6 shall expire on the date of an Initial Public Offering5.01.

Preemptive Rights. (a) In the event that the Majority Stockholder Corporation proposes to issue additional shares of its capital stock, whether or its Affiliate shall not currently authorized, as well as rights, options, or warrants to purchase any Shares equity securities of the Corporation, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exchangeable exercisable (in each case, directly or indirectly) for such equity securities (“New Shares”) at a time when any Shareholder who has executed this Agreement continues to be an owner of Shares, the Corporation shall provide to each such Shareholder a notice which shall constitute an offer to such Shareholder to purchase (for the price and on the terms established by the Corporation for all purchasers of New Shares as set forth in the notice) such portion of the Company, following New Shares so offered for sale as the date hereof, number of Shares owned by him or her at such time shall bear to the Management Stockholder shall have total number of Shares owned by all shareholders of the right to purchase a Corporation (such Shareholder’s “Pro Rata Amount Portion”). Each such Shareholder shall inform the Corporation of such Shares his or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure her election to exercise its rights hereunderpreemptive right under this Section 3.1 with respect to all or any portion of his or her Pro Rata Portion within fifteen (15) days of receipt of the Corporation’s notice. (b) Written If all New Shares referred to in the Corporation’s notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity not elected to be purchased and the material terms thereof shall be delivered or acquired by the Company Shareholders pursuant to Section 3.1(a), the Corporation may, following the expiration of the fifteen (15) day period provided in Section 4.1(a), offer and sell the remaining unsubscribed portion of such New Shares to any person or persons at a price not less than, and upon terms no more favorable to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date offeree than, those specified in the Shareholders’ offer notices. If the Corporation does not enter into an agreement for the sale of the New Shares within sixty (60) days, or securities or equityif such agreement is not consummated within thirty (30) days of the execution thereof, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of hereunder shall be deemed to be revived and such New Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior shall not be offered unless first reoffered to the fifth Business Day before the contemplated purchase date specified Shareholders again in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in accordance with this Section 6 shall expire on the date of an Initial Public Offering3.1.

Preemptive Rights. (a) Notwithstanding anything contained in Section 7, from and after the Closing Date, for so long as the Purchaser meets the Minimum Ownership Threshold, if the Company makes any public or non-public offering of any New Securities, then the Purchaser shall be afforded the opportunity to acquire from the Company all or a portion of the Purchaser’s Preemptive Rights Portion of such New Securities for the same price as that offered to the other purchasers of such New Securities; provided, that the Purchaser shall not be entitled to acquire any New Securities pursuant to this Section 8 to the extent that the issuance of such New Securities to the Purchaser would require approval of the stockholders of the Company pursuant to applicable law, rule or regulation. (b) If the Company proposes to offer New Securities, it shall give the Purchaser written notice of its intention, describing the anticipated price (or range of anticipated prices), anticipated amount of New Securities and other material terms and timing upon which the Company proposes to offer the same (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed with respect to such offering) at least seven Business Days prior to such issuance (or, in the case of a registered public offering, at least seven Business Days prior to the commencement of such registered public offering) (provided that, to the extent the terms of such offering cannot reasonably be provided seven Business Days prior to such issuance, notice of such terms may be given as promptly as reasonably practicable but in any event prior to such issuance). The Company may provide such notice to the Purchaser on a confidential basis prior to public disclosure of such offering. Other than in the case of a registered public offering, the Purchaser may notify the Company in writing at any time on or prior to the second Business Day immediately preceding the date of such issuance (or, if notice of all such terms has not been given prior to the second Business Day immediately preceding the date of such issuance, at any time prior to such issuance) whether the Purchaser will exercise such preemptive rights and as to the amount of New Securities the Purchaser desires to purchase, up to the Purchaser’s Preemptive Rights Portion. In the event that case of a registered public offering, the Majority Stockholder or its Affiliate Purchaser shall notify the Company in writing at any time prior to the second Business Day immediately preceding the date of commencement of such registered public offering (or, if notice of all such terms has not been given prior to the second Business Day immediately preceding the date of commencement of such registered public offering, at any time prior to the date of commencement of such registered public offering) whether the Purchaser will exercise such preemptive rights and as to the amount of New Securities the Purchaser desires to purchase, up to the Purchaser’s Preemptive Rights Portion. Such notice to the Company shall constitute a binding and irrevocable commitment by the Purchaser to purchase any Shares or securities convertible into or exchangeable for Shares the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to the Purchaser. Subject to receipt of the requisite notice of such issuance by the Company, following the date hereoffailure of the Purchaser to respond prior to the time a response is required pursuant to this Section 8(b) shall be deemed to be a waiver of the Purchaser’s purchase rights under this Section 8 only with respect to the offering described in the applicable notice. (c) The Purchaser shall purchase the New Securities that it has elected to purchase under this Section 8 concurrently with the related issuance of such New Securities by the Company (subject to the receipt of any required approvals from any governmental entity to consummate such purchase by the Purchaser). If the proposed issuance by the Company of securities which gave rise to the exercise by the Purchaser of its preemptive rights pursuant to this Section 8 shall be terminated or abandoned by the Company without the issuance of any securities, then the purchase rights of the Purchaser pursuant to this Section 8 shall also terminate as to such proposed issuance by the Company (but not any subsequent or future issuance), and any funds in respect thereof paid to the Company by the Purchaser in respect thereof shall be promptly refunded in full. (d) In the case of the offering of securities 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 Management Stockholder consideration other than cash shall have be deemed to be the right to purchase a Pro Rata Amount fair value thereof as reasonably determined by the Board of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may beDirectors; provided, however, that such preemptive right fair value as determined by the Board of Directors shall not be exercisable if such Shares or other exceed the aggregate market price of the securities or equity, being offered as of the case may be, that are to be issued by date the Company or any subsidiary are issued (A) by reason Board of a dividend, split, split-up or other distribution on Shares or equity Directors authorizes the offering of such subsidiary or securities. (Be) pursuant In the event that the Purchaser is not entitled to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity acquire any New Securities pursuant to this Section shall 8 because such issuance would require the Company to obtain stockholder approval in respect of the issuance of such New Securities to the Purchaser, the Company shall, upon the Purchaser’s reasonable request delivered to the Company in writing within seven Business Days following its receipt of the written notice of such issuance to the Purchaser pursuant to this Section 8, consider and discuss in good faith modifications proposed by the Purchaser to the terms and conditions of such portion of the New Securities that would otherwise be increased issued to the Purchaser such that the Company would not be required to obtain stockholder approval in respect of the issuance of such New Securities as a result of any other Management Stockholder’s failure to exercise its rights hereunderso modified. (bf) Written notice specifying If the contemplated date the new Shares or other securities or equity are Purchaser does not elect to be purchased, the amount of new Shares or securities or equity purchase New Securities pursuant to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticeSection 8, the Company may treat sell such portion of the preemptive right New Securities on terms and conditions that are not materially more favorable in the aggregate to the applicable purchaser(s) than those set forth in the written notice of such Management Stockholder offer. If such sale is not consummated within 120 days of the date upon which the written notice of such offer was given, then no issuance of such New Securities may be made thereafter by the Company without again offering the same to have been waived for that, but only for that, transactionthe Purchaser in accordance with this Section 8. The election by the Purchaser to not exercise its subscription rights under this Section 8 in any one instance shall not affect its right as to any subsequent proposed issuance. (cg) Notwithstanding For purposes of this Section 7 below8, the rights provided in this Section 6 shall expire on following terms have the date of an Initial Public Offering.following meanings:

Preemptive Rights. (a) In Subject to Section 5.1(b), if the event that Company proposes to issue additional Common Stock of the Majority Stockholder Company, or its Affiliate shall purchase any Shares or of securities convertible into or exchangeable for Shares or otherwise valued by reference to such Common Stock or carrying rights (including voting rights) equivalent to any class or series of Common Stock (such securities, the “Offered Shares”), the Company shall deliver to each Investor a written notice (the “Preemptive Rights Notice”) of such proposed issuance at least 20 days prior to the date of the proposed issuance, which notice shall include (i) the proposed issuance date, (ii) the material terms and conditions of the securities proposed to be issued, (iii) the issue price per security and (iv) the material terms and conditions of the issuance. Subject to Section 5.1(b), each Investor shall have the option, exercisable within 10 days following delivery of the Preemptive Rights Notice by delivery of written notice to the Company, to subscribe for not more than such Investor’s Percentage Interest of the securities to be issued at the price per security set forth in the Preemptive Rights Notice and on terms no less beneficial to the purchaser than those set forth in the Preemptive Rights Notice. In the event that any Investor does not elect to acquire its aggregate Percentage Interest of such securities, the Company shall deliver a second notice, not more than 15 days following the delivery of the Preemptive Rights Notice, to each of the Investors that elected to acquire its full Percentage Interest of securities (the “Participating Investors”), indicating the number of securities for which the other Investors did not subscribe. The Participating Investors may, by notice in writing to the Company on or prior to the 20th day following the delivery of the Preemptive Rights Notice, elect to acquire any or all of the remaining securities at the price per security set forth in the Preemptive Rights Notice and on terms no less beneficial to the purchaser than those set forth in the Preemptive Rights Notice, which securities shall be allocated among the Participating Investors based on their relative Percentage Interests. (b) Section 5.1(a) shall not apply to (i) the issuance or grant of Common Stock of the Company, following the date hereofor of securities convertible into or exchangeable for or otherwise valued by reference to such Common Stock or carrying rights equivalent to any such securities to officers, the Management Stockholder shall have the right to purchase a Pro Rata Amount directors or employees of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued thereof pursuant to any management equity rights plan or other equity-based employee benefits plan or arrangement that has been duly authorized by the Board; (Aii) by reason the issuance or sale of equity securities of the Company, or of securities convertible into or exchangeable for such securities or carrying rights equivalent to any such securities, in connection with an acquisition of a dividendPerson (other than an Affiliate of the Company) that has been duly authorized by the Board; (iii) the issuance of Common Stock in connection with the conversion or exercise of preferred stock, splitoptions, split-up warrants or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other similar securities or equity pursuant to that have been issued in accordance with this Section shall be increased 5.1 or that are outstanding as a result of any other Management Stockholder’s failure to exercise its rights hereunderOctober 27, 2005; and (iv) the issuance of Common Stock in connection with the Qualified IPO. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In If, any time during the event that three year period commencing on the Majority Stockholder date of this Agreement, the Company shall issue any Common Stock or its Affiliate shall purchase any Shares debt or equity securities convertible into or exchangeable for Shares Common Stock ("Additional Securities"), then, subject to the last sentence of this paragraph, the Company shall offer to MCI an opportunity to purchase from the Company, following at the date hereofsame price, for the Management Stockholder same consideration, and on the same terms and subject to the same conditions as are applicable to purchases by others, such number of Additional Securities as are necessary for MCI to maintain its then-current "percentage equity ownership interest" in the Company. MCI shall have the right right, but not the obligation, to purchase a Pro Rata Amount accept any such offer in whole or in part. Upon commencement of such Shares or other securities or equityissuance, as the case may be, as are being purchased, such subscription being conditioned upon Company shall present to MCI in writing the actual purchase terms and conditions of such Shares or other securities or equityissuance, as along with a calculation showing the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are number of Additional Securities to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity which MCI is entitled to subscribe. Upon receipt of such subsidiary or offer, MCI will have fifteen (B15) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure calendar days in which to exercise its rights hereunder. (b) Written under this Article II, by written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior Company. If MCI does not exercise its rights with respect to such contemplated purchase date issuance within such fifteen (15) days, then those rights will expire with respect to that issuance of the Shares or securities or equity, and such Management Stockholder Additional Securities. This Article II shall have until five Business Days prior not apply to (i) any issuance pursuant to the contemplated purchase date specified in such notice to inform the Company of its intentions as to Company's equity participation plans, or (ii) the exercise of the preemptive right provided under this Sectionone or more warrants, including the maximum number options, conversion rights, exchange rights, or similar rights (A) existing as of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offeringthis Agreement, (B) issued pursuant to the Company's equity participation plans, (C) issued pursuant to agreements or rights existing as of the date of this Agreement or (D) associated with any Additional Securities. For the purposes of this Agreement the phrase "percentage equity ownership interest" means the percentage of the outstanding Common Stock represented by the Subscription Shares and any securities purchased pursuant to this Article, assuming the full conversion, exchange and exercise of all outstanding securities of the Company that are directly or indirectly convertible into, exchangeable for or exercisable for Common Stock.

Preemptive Rights. (a) In the event that the Majority Stockholder Company or its Affiliate shall purchase any Shares Subsidiaries proposes to sell a New Issue to OTPP or securities convertible into one or exchangeable for Shares more of its Affiliates, each of the Company, following Management Stockholders (provided that such Management Stockholders is employed by the date hereof, the Management Stockholder Company or a Subsidiary at such time) shall have the right to purchase (the “Preemptive Right”), on the same terms and conditions as those of the proposed sale of the New Issue (including, without limitation, as to price), a Pro Rata Amount portion of such Shares or other securities or equity, as shares of the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are New Issue to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of sold equal to such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights percentage ownership of the Common Stock on a fully-diluted basis, using the treasury method, as of a record date to be set by the Board not more than thirty (30) days prior to the date of such sale of the New Issue. The Preemptive Right shall be exercisable for a 15-day period after the Company has given written notice of the proposed sale to such Management Stockholders. Such notice shall state (i) the number of shares of the New Issue to be offered to each Management Stockholder, (ii) the aggregate consideration to be paid for such shares by each Management Stockholder and (iii) the proposed date, time and location of the closing of such purchase Shares (which shall occur concurrently with the closing of the New Issue). At the closing of each such additional purchase, the Company shall issue and deliver to each Management Stockholder stock certificates representing that number of fully paid and nonassessable shares of the New Issue (or executed agreements representing equity securities other securities or equity than shares) that each such Management Stockholder has purchased pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased 4 and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and each such Management Stockholder shall have until five Business Days prior pay to the contemplated purchase date specified Company by wire transfer of immediately available funds the aggregate consideration for such equity securities. Notwithstanding the foregoing or anything in such notice to inform the Company of its intentions as this Section 4 to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such noticecontrary, the Company may treat shall not be required to sell any shares of the preemptive right of such New Issue to a Management Stockholder to have been waived for thatthat is not an “accredited investor”, but only for thatas such term is defined in Rule 501 of Regulation D, transactionpromulgated under the Securities Act. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. Except for any issuances of Shares by the Company (a1) In upon the exercise of duly authorized employee options, or (2) in connection with any merger or acquisition transaction with respect to which the Company is the surviving or acquiring company, in the event that the Majority Stockholder Company shall determine to issue Shares ("Shares to be Issued"), or its Affiliate shall purchase any Shares debt or securities convertible into or exchangeable for, or any other options, rights or warrants to purchase, Shares to be Issued ("Rights for Shares"), to any Person, the Company shall notify the Shareholders in writing of the proposed issuance, the number of Shares to be Issued or amount of Rights for Shares to be issued, the date on or about which such issuance is to be consummated and the price and other terms and conditions thereof, at least 30 days prior to the proposed date for consummation of the Companyissuance of such Shares to be Issued or Rights for Shares. For a period of 20 days after the Shareholders' receipt of the notice referred to in the foregoing sentence, following the date hereof, the Management Stockholder each Shareholder shall have the right option to purchase a Pro Rata Amount purchase, upon the same price, terms and conditions as such Shares to be Issued or Rights for Shares are proposed to be issued to such Person(s), that number of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued or Rights for Shares as each such Shareholder shall require so as to adjust the number of Shares owned by the Company or any subsidiary are issued such Shareholder, on a fully-diluted basis immediately after such issuance (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant and after giving effect to the Merger Agreement. No Management Stockholder’s rights proposed issuance to purchase such other Person), to an aggregate number of Shares or other securities or equity pursuant to this Section shall be increased as a result represents as nearly as possible the same percentage of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying all of the contemplated date the new fully-diluted Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered owned by the Company to the Management Stockholder no later than ten Business Days such Shareholder immediately prior to such contemplated issuance. If a Shareholder exercises his, her or its purchase date option under this Section 5.7(a), such Shareholder shall purchase such Shares to be Issued or Rights for Shares at the time of consummation of the issuance of Shares to be Issued or securities or equity, and Rights for Shares to such Management Stockholder shall have until five Business Days prior Person(s). If a Shareholder fails to the contemplated purchase date specified in such give written notice to inform the Company of its intentions as to the exercise of the preemptive right provided his, her or its purchase option under this SectionSection 5.7(a) within the 20-day period, including such Shareholder shall be deemed to have waived such purchase option as to such issuance, provided that such issuance is completed within 90 days after the maximum number expiration of Shares such 20-day period. Notwithstanding anything to the contrary set forth in this Agreement, this Section 5.7(a) shall be of no further force or effect at such time as any class of equity securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by of the Company prior to is registered under the fifth Business Day before the contemplated purchase date specified in such noticeSecurities Exchange Act of 1934, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionas amended. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. During the Eighty Percent Period, the Eighty Percent Holder shall have preemptive rights in Holding as set forth below (a) In the "Preemptive Rights"). Pursuant to the Preemptive Rights, in the event that the Majority Stockholder or its Affiliate shall purchase Holding proposes to issue and sell additional shares of any Shares or securities convertible into or exchangeable for Shares of the Company, following the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares capital stock or equity of such subsidiary security, including authorized but unissued shares, to any person or entity other than the Eighty Percent Holder, including without limitation (Bi) pursuant to the Merger Agreementexercise of options granted under any Plan, (ii) to satisfy conversion rights, (iii) as compensation or (iv) otherwise than for money; then the Eighty Percent Holder shall have the right, for a period of sixty days from the date of receipt of written notice of any such proposed issuance or sale, and, in all events, prior to any such 3 issuance or sale by Holding, to purchase, at its discretion, up to a percentage of such capital stock or equity securities equal to its proportionate interest in Holding prior to any such proposed issuance or sale of such capital stock or equity security to another entity or person (the "Pro Rata Amount"), at the proposed issuance price, which right shall be exercisable by written notice to Holding given within sixty days after receipt by the Eighty Percent Holder of the written notice of such proposed issuance or sale. No Management Stockholder’s rights If the Eighty Percent Holder shall fail to respond to Holding within the sixty-day notice period, such failure shall be regarded as a rejection of its right to participate in the purchase of such capital stock or equity securities. To the extent that the Eighty Percent Holder does not elect to purchase Shares or other securities its Pro Rata Amount, Holding may issue all (but not less than all) of the remainder of such capital stock or equity securities being offered for issuance or sale which the Eighty Percent Holder has elected not to purchase to any person or entity other than the Eighty Percent Holder, at the price specified by Holding in its notice to the Eighty Percent Holder, provided that such issuance is bona fide and made within 90 days of the date of such notice. The closing of any purchase under this Section 4 shall be at a date and time selected by the Eighty Percent Holder within ten business days after the Eighty Percent Holder is notified of the closing by Holding, or at such other time and place as the parties to the transaction may agree upon. Notwithstanding anything contained in this Section 4, the provisions of Section 1 remain in full force and effect and supersede the provisions of this Section 4, and no issuance or sale may be made to any party pursuant to this Section shall be increased as a result 4 in violation of any other Management Stockholder’s failure to exercise its rights hereunderSection 1. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. The Company shall, prior to any issuance by the Company of any of its securities (aother than debt securities with no equity feature), offer to the Purchaser by written notice the right, for a period of thirty (30) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Companydays, following the date hereof, the Management Stockholder shall have the right to purchase a the Purchaser's Pro Rata Amount Share (as such term is defined below) of such Shares securities for cash at a price equal to the price or other consideration for which such securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may beto be issued; provided, however, that such the preemptive right rights of the Purchaser pursuant to this Section 7.9 shall not be exercisable if apply to securities issued (A) upon conversion of any shares of the Preferred Stock outstanding on the Closing Date (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such Shares stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to options or other rights which are issued pursuant to the 1994 or 1995 Stock Option Plans or any similar plan approved by the Board of Directors of the Company and the holders of Voting Securities within one year of such Board approval or (D) in payment of dividend obligations on the Preferred Stock. The Company's written notice to the Purchaser shall describe the securities or equity, as the case may be, that are proposed to be issued by the Company or any subsidiary are issued (A) by reason of a dividendand specify the number, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to price and payment terms. The Purchaser may accept the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions Company's offer as to the exercise of the preemptive right provided under this Section, including the maximum full number of Shares securities offered to it or securities or equity (up any lesser number by written notice thereof given by it to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before expiration of the contemplated purchase aforesaid thirty (30) day period, in which event the Company shall promptly sell and the Purchaser shall buy, upon the terms specified, the number of securities agreed to be purchased by the Purchaser. For purposes of this Section 7.9, the Purchaser's "Pro Rata Share" of offered securities shall be determined by multiplying the full number of securities offered by the Company by a fraction, the numerator of which shall be the number of shares of Common Stock held by the Purchaser as of the date of the Company's notice of offer and the denominator of which shall be the aggregate number of shares of Common Stock (calculated as aforesaid) held on such date by all holders of capital stock of the Company. The Company shall be free at any time following expiration of the thirty-day offer period and prior to ninety (90) days after the expiration of the thirty day offer period, to offer and sell to any third party or parties the number of the securities not agreed by the Purchaser to be purchased by it, all at a price and on payment terms no less favorable to the Company than those specified in such noticenotice of offer to the Purchaser. However, if such third party sale or sales are not consummated within such ninety (90) day period, the Company may treat the preemptive right of shall not sell such Management Stockholder to securities as shall not have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in purchased within such period without again complying with this Section 6 shall expire on the date of an Initial Public Offering7.9.

Preemptive Rights. (a) In the event that the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company, following From time to time after the date hereof, the Management Stockholder Company may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, “Additional Stock”). Subject to the last Section of this Section 7, if the Company proposes to issue Additional Stock to any Person, Holder shall have the right from and after the date hereof and until the expiration of the Exercise Period, to purchase up to such number of shares of the Additional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice to Holder at least twenty (20) days prior to the issuance of such Additional Stock specifying in reasonable detail the reason for the proposed issuance, the terms thereof and the identity of the proposed purchaser, if any. If Holder intends to purchase a Pro Rata Amount portion of the Additional Stock, such Holder shall (within fifteen (15) days following such written notice from the Company) deliver written notice of such Shares or other securities or equity, as intention to the case may be, as are being purchased, Company. The failure of Holder to give such subscription being conditioned upon a notice within such time period of its intention to purchase Additional Stock shall be deemed to be a waiver of Holder’s right to purchase such Additional Stock. The closing of the actual purchase of such Shares or other securities or equity, Additional Stock shall be held at such time and place as the case may be; providedCompany shall determine, howeverbut in any event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 7. Notwithstanding the foregoing, that such preemptive right Holder shall not be exercisable have any such right to purchase Additional Stock if such Shares or other securities or equity, as the case may be, that are Additional Stock is to be issued (i) to employees, officers or directors of the Company to the extent approved by the Board, (ii) as payment of all or any part of the purchase price or merger consideration of any business or assets thereof acquired by the Company or any subsidiary are issued of its Subsidiaries, (Aiii) by reason to any lender in connection with the incurrence of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered Indebtedness by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company any of its intentions as to Subsidiaries, or (iv) upon the exercise of the preemptive any option or other right provided under this Section, including the maximum number described in any of Shares or securities or equity clauses (up to its Pro Rata Amounti) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionthrough (iii). (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In If the event that Company or a Subsidiary proposes to issue, offer or sell any equity securities of the Majority Stockholder Company or its Affiliate shall a Subsidiary, whether or not currently authorized, as well as rights, options, or warrants to purchase any Shares such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exchangeable exercisable for Shares of the Companysuch equity securities (collectively, following the date hereof“New Securities”), the Management Stockholder shall have Company or the right to purchase a Pro Rata Amount of such Shares or other securities or equitySubsidiary, as the case may be, shall first offer such New Securities to the persons and entities listed on Schedule 9 attached hereto (collectively, the “Investors”), who shall be entitled to purchase their pro-rata portion of the New Securities (assuming the conversion into Common Stock of all then outstanding shares of Preferred Stock). An Investor’s pro rata portion shall be the ratio of the number of shares of the Company’s Common Stock (assuming the conversion into Common Stock of all then outstanding shares of Preferred Stock) held by such Investor as are being purchasedof the date of the Offer Notice (as defined below), to the sum of the total number of outstanding shares of Common Stock held by all stockholders of the Company (assuming the conversion into Common Stock of all then outstanding shares of Preferred Stock) as of the date of the Offer Notice (the “Pro Rata Portion”) and such subscription being conditioned upon the actual purchase portion of such Shares or other securities or equityover allotment share, as described below, except that with respect to ▇▇▇▇▇ ▇▇▇▇▇, the case may be; provided, however, that such preemptive right Common Stock issued to him prior to the date of this Agreement (and any Common Stock to be issued upon exercise of options) shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreementtaken into consideration when calculating his Pro Rata Portion. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section Each Investor shall be increased as a result of any other Management Stockholder’s failure entitled to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of apportion the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided set forth in this Section 6 2 among itself and its Affiliates in any such proportions it deems appropriate in its sole discretion. Such preemptive rights shall expire on be subject to the date of an Initial Public Offering.following provisions:

Preemptive Rights. (a) In Subject to the event that terms and conditions of this Section 12(a) and the Majority Stockholder or its Affiliate applicable securities laws, the Company may not, and shall purchase not permit any Shares or securities convertible into or exchangeable for Shares Subsidiary of the CompanyCompany to, following the date hereofissue, the Management Stockholder shall have the right sell or exchange, agree to purchase a Pro Rata Amount of such Shares issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any equity securities or rights, warrants, options or other securities exercisable for or equityconvertible into Capital Stock of the Company or of any Subsidiary of the Company (excluding ordinary course compensatory grants of equity securities to directors or officers of the Company or its Subsidiaries) (collectively, the “Preemptive Securities”) to any person unless the Company also offers to the holders of Registrable Securities a “Pro Rata Share” (as defined below) of the case Preemptive Securities on the same terms and conditions as proposed to be sold to such person. Any such offer to a holder of Registrable Securities shall by its terms remain open and irrevocable for a period of at least ten (10) business days from the date that it is delivered by the Company. Each holder of Registrable Securities may be, as are being purchased, such subscription being conditioned upon the actual elect to purchase all or any portion of such Shares holder’s Pro Rata Share of the Preemptive Securities. Notwithstanding anything contained herein to the contrary, if the Company issues, agrees to issue, sells or exchanges, or reserves or sets aside for issuance any Preemptive Securities in connection with the issuance of any debt or other equity securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by of the Company or any subsidiary are issued (A) by reason of a dividendits subsidiaries, splitthen each holder of Registrable Securities, split-up or other distribution on Shares or equity of if such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights holder elects to purchase Shares or other securities or equity such Preemptive Securities pursuant to this Section 12(a), must also purchase a corresponding proportion of such other debt or equity securities, all at the proposed purchase price and on terms of sale as specified in the offer. Such election shall be increased made by holder of Registrable Securities by written notice to the Company as soon as practical but in any event within the period in which the offer remains open and irrevocable as provided above. For purposes hereof, the holder’s “Pro Rata Share” of the Preemptive Securities shall be determined as follows: the total number of Preemptive Securities, multiplied by a result fraction (i) the numerator of which is the number of shares of Common Stock then held by the holder of Registrable Securities or its permitted transferees or then subject to this or any other Management Stockholder’s failure to exercise outstanding equity award held by the holder of Registrable Securities or its rights hereunderpermitted transferees, and (ii) the denominator of which is the number of shares of Common Stock then outstanding (on a fully diluted basis). (b) Written notice specifying The rights set forth in Section 12(a) shall expire upon the contemplated date earlier to occur of (i) the new Shares or other securities or equity are Investor ceasing to be purchasedhold shares of Common Stock (including, the amount for this purpose, shares of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company Common Stock subject to the Management Stockholder no later than ten Business Days prior Grant Agreements or any other outstanding equity award) representing at least three percent (3%) of the number of shares of Common Stock then outstanding (including any shares of Common Stock subject to such contemplated purchase the Grant Agreement), and (ii) the fourth anniversary of the date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity Agreement (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionon a fully diluted basis). (c) Notwithstanding Section 7 below, the The rights provided set forth in this Section 6 12(a) shall expire on not be applicable to (i) Exempted Securities, and (ii) shares of Common Stock issued, or issuable upon conversion, in an underwritten offering of the date of Company’s securities pursuant to an Initial Public Offeringeffective registration statement.

Preemptive Rights. (a) If the Company at any time or from time to time proposes to issue or sell New Shares (as defined in Section 6.8(e) below), each Stockholder shall first be offered the opportunity to acquire from the Company for the same price and on the same terms as such securities are proposed to be offered to others, up to the amount of New Shares determined by multiplying (x) the total number of such offered New Shares (or, in the case of options, warrants or other rights obligating the Company to issue New Shares or other equity interests, the total number of such shares covered by such options, warrants or rights), by (y) a fraction, the numerator of which is the total number of shares of Common Stock (including Common Stock issuable upon exercise, conversion, or exchange of any Preferred Stock, options, warrants, or other rights to purchase or acquire shares of Common Stock) held by such Stockholder on the Offering Notice Date (as defined below), and the denominator of which is the total number of outstanding shares of Fully Diluted Common Stock on the Offering Notice Date. (b) In the event the Company proposes to offer New Shares, it shall give each Stockholder a written notice of its intention, describing the type of New Shares to be offered, and the price and other terms upon which the Company proposes to offer the same (the date such notice is given being referred to as the "Offering Notice Date"). Each Stockholder shall have fourteen (14) days from the date of receipt of any such notice to notify the Company in writing that it intends to exercise such preemptive rights and as to the Majority amount of New Shares such Stockholder desires to purchase, up to the maximum amount calculated pursuant to Section 6.8(a). Such notice shall constitute an agreement of such Stockholder to purchase the amount of New Shares so specified upon the price and other terms set forth in the Company's notice to it. (c) If any Stockholder exercises its preemptive right hereunder, the closing of the purchase of the New Shares with respect to which such right has been exercised shall take place within thirty (30) days after the giving of notice of such exercise, which period of time shall be extended for a maximum of sixty (60) days in order to comply with applicable Legal Requirements. The Company and each Stockholder agrees to use its commercially reasonable efforts to secure any regulatory approvals or other consents, and to comply with any Legal Requirement in connection with the offer, Sale, and purchase of such New Shares. (d) In the event a Stockholder fails to exercise its Affiliate preemptive rights provided in this Section 6.8 within said fourteen (14) day period or, if so exercised, such Stockholder is unable to consummate such purchase within the time period specified in Section 6.8(c) above, the Company shall purchase thereafter be entitled during the period of one hundred eighty (180) days following the conclusion of the applicable period to Sell or enter into an agreement (pursuant to which the Sale of New Shares covered thereby shall be consummated, if at all, within thirty (30) days from the date of said agreement) to Sell the New Shares not elected to be purchased pursuant to this Section 6.8, at a price no more favorable to the purchasers of such securities than were specified in the Company's notice to the Stockholders. 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 seven (7) days after all such approvals have been obtained or waiting periods expired, but in no event shall such time period exceed sixty (60) days from the date of the applicable agreement with respect to such Sale. In the event the Company has not Sold the New Shares or entered into an agreement to Sell the New Shares within said one hundred eighty (180) day period (or Sold or issued New Shares in accordance with the foregoing within thirty (30) days (or sixty (60) days, as applicable) from the date of said agreement, the Company shall not thereafter offer, issue or Sell such New Shares without first offering such securities to the Stockholders in the manner provided above. (e) As used herein, "New Shares" means any equity securities of the Company which the Company proposes to offer, issue or Sell following the date of this Agreement (including any options, warrants or other rights to purchase shares of Capital Stock of the Company or obligating the Company to issue equity securities or other equity interests, or any securities convertible into or exchangeable for Shares shares of Capital Stock of the Company, following the date hereofincluding Preferred Stock), the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right the following shall not be exercisable if such Shares excluded from the definition of "New Shares": (i) securities to be issued pursuant to any public offering by the Company registered with the Securities and Exchange Commission; (ii) securities to be issued pursuant to any incentive stock option or purchase plan or other plan, arrangement, or agreement of the Company approved by the Board of Directors for the benefit of the employees, directors, agents, or consultants of the Company or its Subsidiaries, including any securities issuable pursuant to the exercise of any options, warrants or equity, as the case may be, that are other rights issued pursuant to such plans or agreements; (iii) securities to be issued by the Company in connection with any merger, consolidation, share exchange, or acquisition by the Company of the Capital Stock of any subsidiary are Entity in a transaction approved by the Board of Directors pursuant to which all or part of the consideration payable in connection with such acquisition consists of securities of the Company; (iv) securities issued (A) by reason of in connection with a dividendstrategic transaction, split, split-up joint venture or other distribution on business combination approved by the Board of Directors, (v) shares of Capital Stock issued upon exercise of any options, warrants, or other rights to purchase shares of Capital Stock of the Company or obligating the Company to issue equity securities or other equity interests, or upon conversion or exchange of securities convertible into or exchangeable for shares of Capital Stock of the Company, (vi) equity securities (or options, warrants, or other rights to purchase equity securities) issued in connection with any bona fide transaction effected by the Company the primary purpose of which is to obtain debt financing, lease property or license Intellectual Property or other assets, and (vii) Shares or equity of such subsidiary or (B) issued pursuant to the Merger Contribution Agreement or the Recapitalization Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In If either Company issues additional shares of capital stock (including Common Stock) or any rights, options or warrants to purchase capital stock or any securities of any type whatsoever convertible into capital stock (collectively, "New Securities"), each Shareholder shall have the event preemptive right to acquire such number of New Securities that the Majority Stockholder will entitle such Shareholder to maintain his or its Affiliate shall Pro Rata Share of the outstanding capital stock of such Company (including Common Stock and any such New Securities). If any Original Shareholder does not purchase any Shares or securities convertible into or exchangeable for Shares all of the Company, following the date hereofhis Pro Rata Share of such New Securities, the Management Stockholder remaining Original Shareholders originally offered New Securities shall have the right to purchase such unpurchased New Securities on a Pro Rata Amount Basis until all of the New Securities are purchased or until no other Original Shareholder desires to purchase any more New Securities. In the event of an Initial Public Offering, each Shareholder shall, at a meeting convened for the purpose of amending the Articles of Incorporation of such Shares or other securities or equityCompany, as vote to remove from such Articles of Incorporation requirements, if any such requirements are at such time imposed thereby, granting preemptive rights with respect to the case may be, as are being purchased, such subscription being conditioned upon the actual purchase Common Stock of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunderCompany. (b) Written If and when either Company intends to issue New Securities, such Company shall give each Shareholder written notice specifying ("Preemption Notice") of its intention, describing the contemplated type of New Securities, the price and the terms upon which such Company proposes to issue the same. Each Shareholder shall have 30 days from the date he or it receives the new Shares Preemption Notice to agree to purchase all or other securities any portion of such New Securities as he or equity are it is entitled pursuant to Section 2.2(a) for the price and upon the terms specified in the Preemption Notice by giving written notice to such Company and stating therein the quantity of New Securities to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof . A further Preemption Notice shall be delivered by the Company given to the Management Stockholder no later than ten Business Days prior appropriate Shareholders pursuant to such contemplated purchase date Section 2.2(a) if any of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions New Securities are not purchased as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionset forth therein. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. (a) In the event that the Majority Stockholder or its Affiliate shall Holders of our Series A Preferred Stock have preemptive rights to purchase any Shares a pro rata portion of all capital stock or securities convertible into capital stock that we issue, sell or exchangeable exchange, or agree to issue, sell or exchange, or reserve or set aside for Shares issuance, sale or exchange. We must deliver each holder of our Series A Preferred Stock a written notice of any proposed or intended issuance, sale or exchange of capital stock or securities convertible into capital stock which must include a description of the Company, following securities and the date hereof, the Management Stockholder shall have the right to purchase a Pro Rata Amount of such Shares or price and other securities or equity, as the case may be, as are being purchased, such subscription being conditioned terms upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that which they are to be issued issued, sold or exchanged together with the identity of the persons or entities (if known) to which or with which the securities are to be issued, sold or exchanged, and an offer to issue and sell to or exchange with the holder of the Series A Preferred Stock the holder’s pro rata portion of the securities, and any additional amount of the securities should the other holders of Series A Preferred Stock subscribe for less than the full amounts for which they are entitled to subscribe. In the case of a public offering of our common stock for a purchase price of at least $12.00 per share and a total gross offering price of at least $50 million, the preemptive rights of the holders of the Series A Preferred Stock shall be limited to 50% of the securities. Holders of our Series A Preferred Stock have a 30 day period during which to accept the offer. We will have 90 days from the expiration of this 30 day period to issue, sell or exchange all or any part of the securities as to which the offer has not been accepted by the Company holders of the Series A Preferred Stock, but only as to the offerees or purchasers described in the offer and only upon the terms and conditions that are not more favorable, in the aggregate, to the offerees or purchasers or less favorable to us than those contained in the offer. The preemptive rights of the holders of the Series A Preferred Stock do not apply to any subsidiary are of the following securities: (i) securities issued to our employees, officers or directors or options to purchase common stock granted by us to our employees, officers or directors under any option plan, agreement or other arrangement duly adopted by us and the grant of which is approved by the compensation committee of our Board; (Aii) by reason the Series A Preferred Stock and any common stock issued upon conversion of the Series A Preferred Stock; (iii) securities issued on the conversion of any convertible securities, in each case, outstanding on the date of the filing of the Series A Certificate of Designations; (iv) securities issued in connection with a stock split, stock dividend, splitcombination, split-up reorganization, recapitalization or other distribution on Shares or equity similar event for which adjustment is made in accordance with the Series A Certificate of such subsidiary or Designations; and (Bv) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or issuance of our securities issued for consideration other securities or equity pursuant to this Section shall be increased than cash as a result of any other Management Stockholder’s failure a merger, consolidation, acquisition or similar business combination by us approved by our Board. A number of provisions of Delaware law, our certificate of incorporation and our bylaws contain provisions that could have the effect of delaying, deferring and discouraging another party from acquiring control of Pacific Ethanol. These provisions, which are summarized below, are expected to exercise its rights hereunder. (b) Written notice specifying discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Pacific Ethanol to first negotiate with our Board. We believe that the contemplated date benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the new Shares or other securities or equity are disadvantages of discouraging a proposal to be purchasedacquire Pacific Ethanol because negotiation of these proposals could result in an improvement of their terms. However, the amount existence of new Shares or securities or equity these provisions also could limit the price that investors might be willing to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) pay for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionour securities. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.

Preemptive Rights. If the owners of the Class B Common Units (asubject to Section 3.10 hereof): (y) In determines that additional capital is required by the event that Company to facilitate the Majority Stockholder or its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares business needs of the Company, following including, without limitation, to meet the date hereofCompany's operating expenses, to fund the expansion of the Company's Project or other business and to purchase any Property reasonably necessary for the operation of the Company, and (z) authorizes the issuance and sale of any securities or any securities containing options or rights to acquire any securities of the Company (including, without limitation, convertible debt), the Management Stockholder Company shall have first offer to sell to each Member a portion of such securities on a basis pro rata to their Percentage Interests (i.e., for such Member to make an additional capital contribution for the right amount of the securities to be issued ("Additional Capital Contribution")). Each such Member shall be entitled to purchase such securities at the same price and on the same terms and conditions as such securities are to be offered. If any Member elects not to exercise or exercises only a Pro Rata Amount portion of its rights granted under this Section, each other Member shall be entitled to purchase the securities offered to (but not purchased by) such Member. All of such Shares or other securities or equity, as shall be offered to the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other Members until all securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are proposed to be issued by the Company are sold to all Members desiring to purchase such securities or any subsidiary no Member desires to purchase more securities. Each Member must elect to exercise its purchase/Additional Capital Contribution rights hereunder within sixty (60) days after receipt of written notice from the Company describing in reasonable detail the securities being offered, the purpose for which the additional securities are issued (A) by reason of a dividendbeing offered, splitthe purchase price thereof, split-up or other distribution on Shares or equity the payment terms, and such Member's percentage allotment. Upon the expiration of such subsidiary sixty (60) day period, the Company shall be free to sell such securities which the Members have not purchased or elected to purchase during the six (B6) month period following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Members (provided that the non-Member purchaser of any such securities must comply with all of the other terms, provisions and conditions contained in this Agreement applicable to an assignee/transferee). Any securities offered or sold by the Company after such six (6) month period must be reoffered to the Members pursuant to the Merger Agreementterms of this Section. No Management Stockholder’s rights to purchase Shares or other securities or equity pursuant to The provisions of this Section shall not apply to the issuance of options for employees or consultants of the Company that are approved by the Super Majority of the Board (which options the parties hereto acknowledge and agree shall be increased granted through a new class of nonvoting membership units in the Company; provided, to the extent applicable, any dilution to any Member's economic interest as a direct result of any other Management Stockholder’s failure such options shall apply to exercise its rights hereunder. (b) Written notice specifying both the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased Class A Common Units and the material terms thereof Class B Common Units on a pari passu basis). The rights under this Section shall terminate upon the first to occur of a Sale Event or the closing of an IPO. Exhibit A hereto shall, simultaneously with the payment of the purchase price, be revised to reflect the changes in Percentage Interests of the Members (i.e., increase in the Percentage Interests of the Members making the Additional Contribution and the decrease in the Percentage Interest of the Member not making the Additional Capital Contribution), and distributions pursuant to Section 8.1 and Section 8.4 hereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Amount) for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transactionadjusted accordingly. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the date of an Initial Public Offering.