Common use of Offering Notice Clause in Contracts

Offering Notice. Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Series E Preferred Stock or Common Stock or restricted stock which may be issued pursuant to a the Stock Option PlanPlans, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement or the Convertible Note Purchase and Exchange Agreement, (d) Equity Securities capital stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors in accordance with the terms of this AgreementDirectors, by the Company of another Person, (e) issuances to commercial banksshares of Common Stock issued as a dividend on the Series D Preferred Stock or Series E Preferred Stock, lessors and licensors (f) shares of Common Stock or Common Stock Equivalents issued in non-equity financing strategic transactions (provided that the foregoing will which may not include any issuances to be private equity or venture capital firms or any private equity division of any investment bank or commercial bankfinancing transactions) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances Directors to the public pursuant to an effective Registration Statement Persons that are not principally engaged in financial investing and (g) issuances in connection with any dividend or distribution on up to 10,000,000 shares of preferred stock Series E Preferred Stock which may be issued pursuant to Section 2.7 of the Company, if any Convertible Note Purchase and Exchange Agreement ((a)-(g) being referred to collectively as “"Exempt Issuances”"), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities capital stock or Debt Securities any other securities convertible into or exchangeable for capital stock of the Company pursuant to a private placement exempt from registration under the Securities Act, other than any such private placement that is made solely to Qualified Institutional Buyers (as defined in the Securities Act) in reliance on Rule 144A promulgated under the Securities Act (collectively, “"New Securities”") to any Person (the “"Subject Purchaser”"), then the Company shall offer such New Securities first to each of the Initial General Atlantic Stockholders holding greater than one percent (1%) of and the then-issued and outstanding Shares Coinvestor Stockholders (each, a “"Preemptive Rightholder”, " and collectively, the “"Preemptive Rightholders”") by sending written notice (the “"New Issuance Notice”") to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “"Proposed Price”"). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 2.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a the Stock Option PlanPlans, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities capital stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors in accordance with the terms of this AgreementDirectors, by the Company of another Person, (e) issuances to commercial banks, lessors shares of Common Stock issued as a dividend on the Series D Preferred Stock and licensors (f) shares of Common Stock or Common Stock Equivalents issued in non-equity financing strategic transactions (provided that the foregoing will which may not include any issuances to be private equity or venture capital firms or any private equity division of any investment bank or commercial bankfinancing transactions) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances Directors to the public pursuant to an effective Registration Statement and (g) issuances Persons that are not principally engaged in connection with any dividend or distribution on shares of preferred stock of the Company, if any financial investing ((a)-(ga)-(f) being referred to collectively as “"Exempt Issuances”"), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities capital stock or Debt Securities any other securities convertible into or exchangeable for capital stock of the Company pursuant to a private placement exempt from registration under the Securities Act, other than any such private placement that is made solely to Qualified Institutional Buyers (as defined in the Securities Act) in reliance on Rule 144A promulgated under the Securities Act (collectively, “"New Securities”") to any Person (the “"Subject Purchaser”"), then the Company shall offer such New Securities first to each of the Initial General Atlantic Stockholders holding greater than one percent (1%) of and the then-issued and outstanding Shares Coinvestor Stockholders (each, a “"Preemptive Rightholder”, " and collectively, the “"Preemptive Rightholders”") by sending written notice (the “"New Issuance Notice”") to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “"Proposed Price”"). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 2.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Common Stock or restricted stock Equity Shares which may be issued pursuant to a the Stock Option PlanPlan in accordance with this Agreement, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities share capital of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger of assets or otherwise)shares of another company, approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Personperson, (ec) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) Equity Shares issued in the aggregate amount specified in Section 3.2 pursuant to the VentureTech Subscription Agreement; or (d) subject to Section 7.10, for an Indian IPO or a follow-on public offering in a public market in the United States, pursuant to a resolution of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ; ((a)-(ga)-(d) being referred to collectively as “Exempt Issuances”"EXEMPT ISSUANCES"), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities share capital or Debt Securities of the Company any other securities convertible into or exchangeable for share capital (collectively, “New Securities”"NEW SECURITIES") to any Person person (the “Subject Purchaser”"SUBJECT PURCHASER"), then the Company shall shall, subject to the passing of any special resolutions of shareholders of the Company necessary to comply with applicable Requirements of Law, offer such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares Shareholders (each, a “Preemptive Rightholder”, "PREEMPTIVE RIGHT SHAREHOLDER" and collectively, the “Preemptive Rightholders”"PREEMPTIVE RIGHT SHAREHOLDER") by sending written notice (the “New Issuance Notice”"NEW ISSUANCE NOTICE") to the Preemptive RightholdersRight Shareholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”"PROPOSED PRICE"). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) any issuance of restricted stock and options to purchase Common Stock or restricted stock Ordinary Shares which may be issued pursuant to a Stock the Share Option Plan, (b) a subdivision of the outstanding shares of Common Stock Ordinary Shares into a larger number of shares of Common StockOrdinary Shares, (c) Equity Securities of the Company Share Capital issued upon exercise, conversion or exchange of any Common Stock Ordinary Share Equivalent either (x) previously issued (including the Preferred Shares) or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company Ordinary Shares issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors in accordance with the terms of this Agreement, by the Company or any of its Subsidiaries of another Person, (e) issuances to commercial banks, lessors Ordinary Shares issued in an Initial Public Offering and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances up to 70,745,283 Series B Preferred Shares issuable in the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any Additional Placement ((a)-(ga)-(f) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities Share Capital or Debt Securities any other securities convertible into or exchangeable for Share Capital of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued General Atlantic Shareholders and outstanding Shares Additional Purchaser Shareholders (each, a “Preemptive Rightholder”, ” and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for the issuance of (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Planany Excluded Securities of any kind described in clauses (A) through (F) of Section C.5.3(a)(vii) of Article IV of the Certificate, (b) a subdivision any of the outstanding Series E Preferred Stock issued pursuant to the Preferred Stock Purchase Agreement, or (c) any shares of Common Stock into a larger number of shares of Common Stock, issued pursuant to any Extraordinary Event (as defined in the Certificate) (such issuances described in (a) through (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) Section 4.1 being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities capital stock or Debt Securities any other securities or obligations convertible into, or exercisable or exchangeable for, any capital stock of the Company or any option, warrant or other subscription or purchase right with respect to any capital stock of the Company or any such convertible, exercisable or exchangeable securities or obligations (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities Securities, in accordance with Section 4.2(a), first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares Eligible Investors (each, a “Preemptive Rightholder”, ” and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Common Stock In the event that either PTI Investor Co., --------------- L.L.C. or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision any of the outstanding owners of such limited liability company (the "Stockholder") or the Purchaser (each a "Selling Stockholder") shall desire to ----------- ------------------- sell the Note, in the case of the Purchaser, or any shares of Common Stock into a larger number of now owned or hereinafter acquired, including, without limitation, any shares of Common Stock, (c) Equity Securities Stock received upon conversion of the Company issued upon exercise, conversion Note or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities exercise of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company Option (collectively, “New the "Subject Securities”") to any Person other than a Permitted Transferee thereof (the “Subject a "Third Party Purchaser”"), then such Selling --------------------- Stockholder(s) shall first offer the Company shall offer other Selling Stockholders (the "Offeree ------- Stockholders") the right to purchase such New Subject Securities to each of (the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”"Offered ------------ ------- Securities") by sending written notice (the “New Issuance "Offering Notice”") to the Preemptive RightholdersCompany ---------- --------------- and the Offeree Stockholders, which New Issuance Notice notice shall (A) state (x) the number of New Securities proposed to be issued and Offered Securities, (yB) state the proposed purchase price per security of the New for such Offered Securities (the “Proposed "Offer Price”)") and all other material terms and conditions of such sale and ----------- (C) if applicable, be accompanied by any written offer from the Third Party Purchaser; provided, however, that the Selling Stockholder(s) shall not be -------- ------- obligated to make such offer to the other Selling Stockholders if they elect to deliver a Buyout Notice (as defined below) pursuant to Section 5.4(c) hereof. Upon delivery of the New Issuance Offering Notice, such the offer made therein to the Offeree Stockholders shall be irrevocable unless and until the first offer rights provided for in Section 4.2 therein shall have been waived or shall have expiredexpired in accordance with this Agreement.

Offering Notice. Except for (a) any issuance of restricted stock and options to purchase Common Stock or restricted stock Ordinary Shares which may be issued pursuant to a Stock the Share Option PlanPlan or any broad-based stock option or incentive plan for employees, officers and directors approved by the Board of Directors (which approval shall include the affirmative vote of the Series A Director), (b) a subdivision any issuance of Capital Stock of the outstanding shares Company: (i) issued in connection with any share dividend, subdivision, combination or reclassification of Common Capital Stock into a larger number of shares of Common Stock, or (cii) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Ordinary Share Equivalent either (x) previously issued then outstanding or (y) issued in accordance with the terms of this Agreement, (c) up to 82,147,440 Ordinary Shares to be issued in accordance with the terms of the Reorganization Agreement, (d) Equity Securities up to 429,982 Series A Preferred Shares to be issued pursuant to the Additional Placement, (e) any issuance of Ordinary Shares upon the conversion of the Series A Preferred Shares, (f) Capital Stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors in accordance with the terms of this Agreement, by the Company or any of its Subsidiaries of another Person or any Assets of another Person, (eg) issuances to commercial banksOrdinary Shares issued in a Qualified Initial Public Offering, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bankh) not exceeding more than five percent (5%) in the aggregate Capital Stock of the outstanding Shares on Company issued in connection with a fully diluted basis in transactions strategic partnership or joint venture (other than a Sale Transaction) that has been approved by the Board of DirectorsDirectors and is not a private equity, venture capital or similar financing, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(ga)-(h) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities Capital Stock or Debt Securities of the Company Ordinary Share Equivalents (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) of General Atlantic Shareholders, the then-issued Additional Series A Shareholders and outstanding Shares the Major Shareholders (each, a “Preemptive Rightholder”, ” and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for If, at any time following the expiration of the Initial Holding Period but prior to the earlier of the (ai) options Initial Public Offering and (ii) seventh anniversary of the Closing Date, any Stockholder (a "Selling Stockholder") other than the Principal Stockholder and other than the Management Stockholders shall desire to purchase Common Stock or restricted stock which may be issued pursuant transfer Shares to any Person other than to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued Permitted Transferee in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether Section 2 or pursuant to Section 3.4 or 3.5 (a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject "Third Party Purchaser”"), then such Selling Stockholder shall first offer the Company shall offer the right to purchase all or (subject to Section 3.3.2) part of such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”"Offered Shares") by sending written notice (the “New Issuance "Offering Notice”") to the Preemptive RightholdersCompany and the other Stockholders (the "Offeree Stockholders"), which New Issuance Notice notice shall (a)(i) state (x) the number of New Securities proposed to be issued Offered Shares and (yii) state the proposed purchase price per security Share (the "Offer Price") and the other terms and conditions of such sale and (b) if prior to the second anniversary of the New Securities expiration of the Initial Holding Period, (i) identify the proposed Third Party Purchaser, (ii) be accompanied by a copy of the written offer from such Third Party Purchaser with respect to such sale and (iii) specify the dollar value of any non-cash consideration for such Shares. The Company shall have the right to purchase all or (subject to Section 3.3.2) part of the Offered Shares, which right shall be exercisable by written notice delivered to the Selling Stockholder (the “Proposed Price”"Response"). Upon delivery , given within 15 days after receipt of the New Issuance NoticeOffering Notice (the "Notice Period"), and in the event that any part of the Offer Price consists of consideration other than cash, then at the sole option of the Company, at the equivalent all cash price for the Shares, determined in good faith by the Board of Directors and otherwise on the same terms and conditions as the Offer Price and which shall be set forth in the Response. In the event that the Selling Stockholder disagrees with the value determined by the Board of Directors for any non-cash consideration contained in the Response, such offer Selling Stockholder shall, within 7 days of receipt of the Response, notify the Company of its desire to submit the matter to binding arbitration. The Company and such Selling Stockholder shall be irrevocable unless and until appoint a neutral, independent arbitrator reasonably satisfactory to both parties to resolve such dispute with the rights provided for in Section 4.2 shall have been waived or shall have expiredparty whose valuation is farthest from the valuation accepted by the arbitrator bearing the costs of such proceeding.

Offering Notice. Except Prior to the conversion of the Preferred Shares pursuant to the terms and conditions of the Seventh Restated Articles, except for (a) any issuance of Shares and options to purchase Common Stock or restricted stock Ordinary Shares which may be issued pursuant to a Stock Option Planany share option or incentive plan for employees, officers and directors of the Company and/or its Subsidiaries, as approved and adopted in accordance with the terms of this Agreement and the Seventh Restated Articles, (b) a subdivision any issuance of Capital Stock of the outstanding shares Company: (i) issued in connection with any share dividend, subdivision, combination or reclassification of Common Capital Stock into in which all holders of Series Preferred Shares are entitled to participate on a larger number pro rata basis with the Shareholders of shares other classes of Common Stock, Capital Stock or (cii) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Ordinary Share Equivalent either (x) previously issued then outstanding or (y) issued in accordance with the terms of this AgreementAgreement and the Seventh Restated Articles, (c) any issuance of Ordinary Shares upon the conversion of the Preferred Shares, (d) Equity Securities any issuance of Capital Stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchaseor merger, asset purchase, merger or otherwise), as approved by the Board of Directors in accordance with the terms of this AgreementAgreement and the Seventh Restated Articles, by the Company or any of its Subsidiaries of another Person or any Assets of another Person, and (e) issuances to commercial banks, lessors and licensors Ordinary Shares issued in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the CompanyInitial Public Offering, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities Capital Stock or Debt Securities of the Company Ordinary Share Equivalents (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then subject to Section 4.5, the Company shall offer such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) Major Shareholders, the holders of Series F Preferred Shares and the then-issued and outstanding Shares Series G Preferred Shareholders (each, a “Preemptive Rightholder”, ” and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x1) the number of New Securities proposed to be issued and (y2) the proposed purchase price per security of the New Securities (the “Proposed Price”)) and the terms upon which such New Securities are proposed to be issued. Upon delivery of the New Issuance Notice, such offer to the Preemptive Rightholders shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Common Stock or restricted capital stock which may be issued pursuant (a) to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities employees of the Company issued upon exercise, conversion or exchange any of any Common Stock Equivalent either its Subsidiaries (xi) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchaseoption plan (including the Company Incentive Plan) or other employee benefit arrangement approved, asset purchasein each case, merger or otherwise), approved in advance by the Board of Directors (including capital stock issued upon exercise of any such option or other equity-based awards) or (ii) in accordance lieu of amounts otherwise payable to such employees pursuant to the Transaction Management Incentive Plan of XX Xxxxxx of America, Inc., (b) pursuant to a stock split, stock dividend, reorganization or recapitalization applicable to all of the Common Shares then outstanding, (c) in connection with the terms of this Agreementan IPO, by the Company of another Person(d) as consideration paid for any bona fide business combination, debt financing or acquisition, (e) issuances to commercial banks, equipment lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances or other financial institutions, or to private equity real property lessors, pursuant to a bona fide debt financing, equipment leasing or venture capital firms real property leasing transaction or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances as consideration payable for any other business relationship the primary purpose of which is not to raise capital, including for the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend acquisition or distribution on shares license of preferred stock assets or property by the Company or its Subsidiaries, joint venture or development activities or the provision or performance of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”)’s or its Subsidiaries’ products and services, if, following compliance with Section 6.9 (if applicable)prior to the consummation of an IPO, the Company wishes to issue and sell any Equity Securities shares of capital stock or Debt Securities any security convertible into or exchangeable for shares of capital stock of the Company or any of its Subsidiaries (collectively, other than issuances by a Subsidiary of the Company to the Company or one or more of its other Subsidiaries) (the “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending give written notice to the Stockholders (the “New Issuance Notice”) at least forty-five (45) days prior to the Preemptive Rightholdersissuance and sale of the New Securities, which New Issuance Notice shall state (xi) the number of shares of New Securities proposed to be issued and sold, (yii) a description of the New Securities Proposed to be issued, including all of the material terms and provisions thereof and (iii) the proposed purchase price per security share of the New Securities (the “Proposed Price”). Upon delivery ; provided, that no issuance of the New Issuance NoticeSecurities made in reliance on clauses (a), such offer shall (d), (e) or (f) of this Section 5.1 may be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived made to any Crestview Stockholders or shall have expiredany Affiliates thereof.

Offering Notice. Except for (a) options to purchase Common --------------- Stock or restricted stock which may be issued pursuant to a the Stock Option PlanPlans, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities capital stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors in accordance with the terms of this AgreementDirectors, by the Company of another Person, (e) issuances to commercial banks, lessors shares of Common Stock issued as a dividend on the Series D Preferred Stock and licensors (f) shares of Common Stock or Common Stock Equivalents issued in non-equity financing strategic transactions (provided that the foregoing will which may not include any issuances to be private equity or venture capital firms or any private equity division of any investment bank or commercial bankfinancing transactions) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances Directors to the public pursuant to an effective Registration Statement and (g) issuances Persons that are not principally engaged in connection with any dividend or distribution on shares of preferred stock of the Company, if any financial investing ((a)-(ga)-(f) being referred to collectively as “"Exempt Issuances”"), if, following compliance with Section 6.9 (if applicable), the ---------------- Company wishes to issue any Equity Securities capital stock or Debt Securities any other securities convertible into or exchangeable for capital stock of the Company pursuant to a private placement exempt from registration under the Securities Act, other than any such private placement that is made solely to Qualified Institutional Buyers (as defined in the Securities Act) in reliance on Rule 144A promulgated under the Securities Act (collectively, “"New Securities”") to any Person (the “"Subject -------------- ------- Purchaser”"), then the Company shall offer such New Securities first to each of --------- the Initial General Atlantic Stockholders holding greater than one percent (1%) of and the then-issued and outstanding Shares Coinvestor Stockholders (each, a “"Preemptive Rightholder”, " and collectively, the “"Preemptive Rightholders”") by ---------------------- ----------------------- sending written notice (the “"New Issuance Notice”") to the Preemptive ------------------- Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “"Proposed Price”"). Upon delivery of the New -------------- Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 2.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a the Stock Option PlanPlans, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities capital stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors in accordance with the terms of this AgreementDirectors, by the Company of another Person, (e) issuances to commercial banks, lessors shares of Common Stock issued as a dividend on the Series D Preferred Stock and licensors (f) shares of Common Stock or Common Stock Equivalents issued in non-equity financing strategic transactions (provided that the foregoing will which may not include any issuances to be private equity or venture capital firms or any private equity division of any investment bank or commercial bankfinancing transactions) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances Directors to the public pursuant to an effective Registration Statement and (g) issuances Persons that are not principally engaged in connection with any dividend or distribution on shares of preferred stock of the Company, if any financial investing ((a)-(ga)-(f) being referred to collectively as “Exempt Issuances”"EXEMPT ISSUANCES"), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities capital stock or Debt Securities any other securities convertible into or exchangeable for capital stock of the Company pursuant to a private placement exempt from registration under the Securities Act, other than any such private placement that is made solely to Qualified Institutional Buyers (as defined in the Securities Act) in reliance on Rule 144A promulgated under the Securities Act (collectively, “New Securities”"NEW SECURITIES") to any Person (the “Subject Purchaser”"SUBJECT PURCHASER"), then the Company shall offer such New Securities first to each of the Initial General Atlantic Stockholders holding greater than one percent (1%) of and the then-issued and outstanding Shares Coinvestor Stockholders (each, a “Preemptive Rightholder”, "PREEMPTIVE RIGHTHOLDER" and collectively, the “Preemptive Rightholders”"PREEMPTIVE RIGHTHOLDERS") by sending written notice (the “New Issuance Notice”"NEW ISSUANCE NOTICE") to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”"PROPOSED PRICE"). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 2.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Common Stock capital stock or restricted any other --------------- security convertible into capital stock of the Company which may be issued to employees, consultants or directors of the Company pursuant to a Stock Option Planany stock option plan or other employee benefit arrangement approved by the Board of Directors, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities capital stock or any other security convertible into capital stock of the Company issued in consideration of the acquisition by the Company or any of its Subsidiaries of another Person, (d) capital stock or any other securities convertible into or exchangeable for capital stock of the Company issued upon or in connection with the exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued Equivalent, or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity issuance or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances sale in connection with any dividend or distribution on shares of preferred stock of the Companyan Excluded Transaction, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities shares of capital stock or Debt Securities any other security convertible into or exchangeable for capital stock of the Company (collectively, “"New Securities”") to any Person (the “"Subject -------------- ------- Purchaser”)") prior to the IPO Effectiveness Date, then the Company shall offer --------- such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectivelyGeneral Atlantic Stockholders, the “Preemptive Rightholders”) Major Stockholders and the Additional Stockholders by sending written notice (the “"New --- Issuance Notice”") to the Preemptive RightholdersGeneral Atlantic Stockholders, the Major Stockholders --------------- and the Additional Stockholders, which New Issuance Notice shall state (xa) the number of New Securities proposed to be issued and (yb) the proposed purchase price per security share of the New Securities that the Company is willing to accept (the “"Proposed Price”"). Upon delivery of the New Issuance Notice, such offer shall -------------- be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for the issuance of (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Planany Excluded Securities of any kind described in clauses (A) through (F) of Section C.5.3(a)(vii) of Article IV of the Certificate, (b) a subdivision any of the outstanding Series E Preferred Stock issued pursuant to the Preferred Stock Purchase Agreement, or (c) any shares of Common Stock into a larger number of shares of Common Stock, issued pursuant to any Extraordinary Event (as defined in the Certificate) (such issuances described in (a) through (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) Section 4.1 being referred to collectively as “"Exempt Issuances”"), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities capital stock or Debt Securities any other securities or obligations convertible into, or exercisable or exchangeable for, any capital stock of the Company or any option, warrant or other subscription or purchase right with respect to any capital stock of the Company or any such convertible, exercisable or exchangeable securities or obligations (collectively, “"New Securities”") to any Person (the “"Subject Purchaser”"), then the Company shall offer such New Securities Securities, in accordance with Section 4.2(a), first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares Eligible Investors (each, a “"Preemptive Rightholder”, " and collectively, the “"Preemptive Rightholders”") by sending written notice (the “"New Issuance Notice”") to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “"Proposed Price”"). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase shares of --------------- Common Stock or restricted stock which may be issued pursuant to a the Stock Option PlanPlans, (b) shares of Common Stock issued to employees pursuant the terms of the Company's 401 (k) plan, (c) shares of Class A Common Stock issued upon conversion of any shares of Class B Common Stock (x) previously issues or (y) issued in accordance with the terms of this Agreement, (d) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (ce) Equity Securities of the Company capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (df) Equity Securities Common Stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors in accordance with the terms of this AgreementDirectors, by the Company of another Person, (eg) issuances to commercial banksshares of Class A Common Stock issued as a stock dividend on all of the shares of Class A Common Stock, lessors (h) shares of Class B Common Stock issued as a stock dividend on all of the shares of Class B Common Stock and licensors (i) shares of Common Stock or Common Stock Equivalents issued in non-equity financing strategic transactions (provided that the foregoing will which are not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bankfinancing transactions) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances Directors to Persons that are not engaged in the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares business of preferred stock of the Company, if any financial investing ((a)-(ga)-(i) being referred to collectively as “"Exempt ------ Issuances”"), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities capital stock or Debt Securities any other --------- securities convertible into or exchangeable for capital stock of the Company pursuant to a private placement exempt from registration under the Securities Act, other than any such private placement that is made solely to Qualified Institutional Buyers (as defined in the Securities Act) in reliance on Rule 144A promulgated under the Securities Act (collectively, “"New Securities”") to any -------------- Person (the “"Subject Purchaser”"), then the Company shall offer such New ----------------- Securities first to each of the Initial General Atlantic Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “"Preemptive Rightholder”, " and collectively, the “"Preemptive Rightholders”") by ---------------------- ----------------------- sending written notice (the “"New Issuance Notice”") to the Preemptive ------------------- Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “"Proposed Price”"). Upon delivery of the New -------------- Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 2.2 shall have been waived or shall have expired.

Offering Notice. Except for (a) options to purchase Common Stock capital stock or restricted any other --------------- security convertible into capital stock of the Company which may be issued to employees, consultants or directors of the Company pursuant to a Stock Option Planany stock option plan or other employee benefit arrangement approved by the Board of Directors, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities capital stock or any other security convertible into capital stock of the Company issued in consideration of the acquisition by the Company or any of its Subsidiaries of another Person, (d) capital stock or any other securities convertible into or exchangeable for capital stock of the Company issued upon or in connection with the exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreementincluding, (d) Equity Securities but not limited to, any adjustment of the Company issued Series B Conversion Price (as defined in consideration the Restated Certificate of an acquisition (whether Incorporation) pursuant to a stock purchaseArticle FOURTH, asset purchase, merger or otherwiseSection B.7(g)(iii) and (iv) of the Restated Certificate of Incorporation), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, or (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity issuance or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances sale in connection with any dividend or distribution on shares of preferred stock of the Companyan Excluded Transaction, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities shares of capital stock or Debt Securities any other security convertible into or exchangeable for capital stock of the Company (collectively, “"New Securities”") to any Person -------------- (the “"Subject Purchaser”)") prior to the IPO Effectiveness Date, then the Company ----------------- shall offer such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectivelyGeneral Atlantic Stockholders, the “Preemptive Rightholders”) Major Stockholders and the Additional Stockholders by sending written notice (the “"New Issuance Notice”") to the Preemptive RightholdersGeneral Atlantic Stockholders, the Major ------------------- Stockholders and the Additional Stockholders, which New Issuance Notice shall state (xa) the number of New Securities proposed to be issued and (yb) the proposed purchase price per security share of the New Securities that the Company is willing to accept (the “"Proposed Price”"). Upon delivery of the New Issuance -------------- Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired. Notwithstanding the foregoing, (x) in the event that, as a result of any proposed issuance of securities referred to in clauses (a) through (e) above prior to the IPO Effectiveness Date, the holdings of Time and its Affiliates in the aggregate would drop below twenty-two and nine-tenths percent (22.9%) of the Total Outstanding Capital Stock, such securities proposed to be issued shall be considered New Securities (with respect to Time only) and the Company shall deliver to Time a New Issuance Notice with respect to such number of New Securities as shall be required to restore the aggregate holdings of Time and its Affiliates to twenty-two and nine-tenths percent (22.9%) of the Total Outstanding Capital Stock; provided, however, that in the event that the ----------------- securities to be issued which are considered New Securities pursuant to the foregoing language are either (1) shares of Voting Common Stock to be issued pursuant to the Investor Warrants to purchase up to 2,499,999 shares of Voting Common Stock or (2) shares of Nonvoting Common Stock to be issued pursuant to certain stock options to purchase an aggregate of 914,727 shares of Nonvoting Common Stock with an exercise price of $3.00 per share which have been issued by the Company, the Company and Time agree and acknowledge that the price per share which Time shall pay for such Voting Common Stock or Nonvoting Common Stock, as appropriate, shall be the Series C Conversion Price (as defined in the Restated Certificate of Incorporation) then in effect, or (y) in the event that, as a result of any proposed issuance of (i) Voting Common Stock or (ii) other shares of the Company's capital stock with the same voting rights as the Voting Common Stock (together, the "Combined Voting Shares") prior to the IPO Effectiveness ---------------------- Date, the holdings of Time and its Affiliates of outstanding Combined Voting Shares would drop below twenty and one-half of one percent (20.5%) of the outstanding Combined Voting Shares, Time may, in its discretion, elect to exchange (and upon receipt of Time's election to so exchange, the Company shall exchange) that number of shares of Nonvoting Common Stock into an equal number of shares of Voting Common Stock as shall be required to restore the aggregate holdings of Time and its Affiliates to twenty and one-half of one percent (20.5%) of the outstanding Combined Voting Shares.

Offering Notice. Except for Exempt Issuances (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwiseas defined below), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes at any time to issue to any Equity Securities person any Xxxxxxx.xxx Stock or Debt Securities of the Company any other securities convertible into or exchangeable for Xxxxxxx.xxx Stock (collectively, “"New Securities”") to any Person person (the “"Subject Purchaser”"), then the Company shall offer such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares Venture Purchasers (each, a “"Preemptive Rightholder”, " and collectively, the “"Preemptive Rightholders”") by sending written notice (the “"New Issuance Notice”") to the Preemptive Rightholders, which New Issuance Notice shall state (xa) the number of New Securities proposed to be issued and (yb) the proposed purchase price per security share of the New Securities (the “"Proposed Price”"). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 9.2 shall have been waived or shall have expired. For purposes of this Agreement, "Exempt Issuances" shall mean (i) the sale of shares of Xxxxxxx.xxx Stock under this Agreement; (ii) the issuance of shares of Xxxxxxx.xxx Stock as a stock dividend to holders of Common Stock or pursuant to any subdivision or combination of shares of Common Stock; (iii) the issuance of shares of Xxxxxxx.xxx Stock in exchange for outstanding shares of Staples Retail and Delivery Common Stock in accordance with the terms of the Certificate of Incorporation of the Company; (iv) the issuance of shares of Xxxxxxx.xxx Stock, or the grant of options or other rights therefor, to officers, directors, consultants and employees of the Company or a subsidiary pursuant to any plan or agreement approved by the Board of Directors of the Company; (v) the issuance of shares of Xxxxxxx.xxx Stock solely in consideration for the acquisition (whether by merger or otherwise) by the Company or a subsidiary of all or substantially all of the stock or assets of any other entity, approved by the Board of Directors of the Company; (vi) the sale of shares of Xxxxxxx.xxx Stock in an IPO; or (vii) the sale of up to 1,500,000 shares of Xxxxxxx.xxx Stock to directors of the Company within 60 days after the Closing Date at a price not less than $1.625 per share.

Offering Notice. Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Planthe Company's existing stock option plan, (b) shares reserved under any other equity incentive plan of the Company for the exclusive benefit of employees, directors, officers or consultants of the Company, (c) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (cd) Equity Securities of the Company capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (de) Equity Securities capital stock of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise)acquisition, approved by the Board of Directors of the Company in accordance with the terms of this Agreement, by the Company of another Person, (ef) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent and (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (fg) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of registration statement filed under the CompanySecurities Act, if any ((a)-(g) being referred to collectively as “"Exempt Issuances”"), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities capital stock or Debt Securities any other securities convertible into or exchangeable for capital stock of the Company (collectively, “"New Securities”") to any Person (the “"Subject Purchaser”"), then the Company shall offer such New Securities first to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares Purchasers (each, a “"Preemptive Rightholder”, " and collectively, the “"Preemptive Rightholders”") by sending written notice (the “"New Issuance Notice”") to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “"Proposed Price”"). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

Offering Notice. Except for (ai) options to purchase Common Stock or restricted stock Company Securities which may be issued pursuant to a Stock Option an Equity Incentive Plan, (bii) a subdivision Unit split, dividend, reorganization or recapitalization applicable to all Common Units, (iii) Company Securities issued upon exercise of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued Warrants or upon exercise, conversion or exchange of any Common Stock Equivalent either other security or obligation of the Company (x) previously issued such security or (y) obligation, a “Unit Equivalent”), issued in accordance with the terms of this Agreement, (div) Equity Company Securities of the Company issued in consideration of an acquisition acquisition, business combination or debt financing (whether pursuant to a stock an equity purchase, asset purchase, merger or otherwise), ) approved by the Board of Directors Board, and, if applicable, the Members, in accordance with the terms of this Agreement, by the Company of another Person, (ev) issuances to commercial banks, equipment lessors and licensors in non-equity financing transactions or other financial institutions (provided that including, for the foregoing will not include any avoidance of doubt, hedge funds), or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board, (vi) issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions as consideration approved by the Board payable to a third party that is not an Affiliate of Directorsthe Company for any other business relationship the primary purpose of which is not to raise capital, including for the acquisition or license of technology by the Company or its Subsidiaries, joint venture or development activities or the distribution, supply or manufacture of the Company’s or its Subsidiaries’ products and services, (fvii) issuances to the public pursuant to an effective Registration Statement Statement, and (gviii) solely with respect to issuances in connection with by a Subsidiary of the Company, issuances to the Company or any dividend or distribution on shares of preferred stock other wholly-owned Subsidiary of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company or any of its Subsidiaries wishes to issue any Equity Securities or Debt Securities equity securities of the Company or such Subsidiary (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall (or shall cause its applicable Subsidiary to) first offer such New Securities to each of the Initial Stockholders Members holding greater Common Units who are Accredited Investors (other than one percent (1%Members who hold only Units or Unit Equivalents under an Equity Incentive Plan) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive RightholdersRightholders at least fifteen (15) Business Days prior to such issuance of New Securities, which New Issuance Notice shall state state, in reasonable detail, the material terms and conditions of such issuance, including (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 8.5(b) shall have been waived or shall have expired.

Offering Notice. (a) Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (bi) a subdivision of the outstanding shares of Common Stock into a larger number of shares of of, or a pro rata stock dividend to all stockholders of, Common Stock, (cii) Equity Securities shares of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with offered pursuant to the terms of this AgreementInitial Public Offering, (diii) Equity Securities shares of the Company Common Stock issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger by the Company or otherwise), any Subsidiary of another Person that has been approved by the Board of Directors in accordance with the terms of this Agreementthe Certificate of Incorporation and the Bylaws, by (iv) shares of Capital Stock of the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances issued in connection with any dividend joint venture, partnership, strategic alliance or distribution on other similar arrangement where the primary purpose is not financing or where there is not a financing provided by a private equity firm, a venture capital firm, a hedge fund or similar pooled investment vehicle and (v) shares of preferred stock Conversion Common Stock issuable upon conversion of the Company, if any Preferred Stock ((a)-(gi)-(v) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable)at any time prior to the IPO Effectiveness Date, the Company wishes to issue any Equity Securities Capital Stock or Debt Securities any Common Stock Equivalents of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer a number of such New Securities equal to the product of (1) the number of such New Securities, multiplied by (2) the quotient obtained by dividing (A) the number of Shares then owned by the General Atlantic Stockholders, by (B) the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to issuance of any of such New Securities to each of the Initial General Atlantic Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, ” and collectively, the “Preemptive Rightholders”) by sending written notice (the each, a “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued issued, (y) the number of such New Securities to be initially allocated to the Preemptive Rightholders and (yz) the proposed purchase price per security of the such New Securities (the “Proposed Price”). Upon delivery of the any New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.