Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP.

Preemptive Rights. (a) In the event that the The Company proposes to shall not issue, sell or otherwise issue New Securities that vote with the Common Stock exchange, agree to issue, sell or exchange, or reserve or set aside for the election of directors generally and the Holders would not be entitled to issuance, sale or exchange, (i) receive such New any Equity Securities as a dividend or distribution of the Company to any Person or (ii) receive an adjustment any debt securities of the Company to any Member (collectively, the “Preemptive Securities”) unless, in each case, the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV Company shall have first offered to sell to each Common Holder (each a “Preemptive Rights IssuanceHolder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by the Company in writing delivered to each such Preemptive Holder (the “Preemptive Offer”), each which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least thirty calendar days from the date it is delivered by the Company (the “Preemptive Offer Period”). Each Preemptive Holder holding Warrants representing five percent (5%) may elect to purchase all or any portion of such Preemptive Holder’s Preemptive Share of the aggregate Warrant Shares to be received upon Preemptive Securities as specified in the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, Preemptive Offer at the price and upon substantially the terms specified therein by delivering written notice of such election to the Company as soon as practical but in any event within the Preemptive Offer Period; provided that if the Company is issuing Equity Securities together as a unit with any debt securities or other Equity Securities, then any Preemptive Holder who elects to purchase the Preemptive Securities pursuant to this Section 12.3 must purchase the same terms and conditions as proportionate mix of all of such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in securities; provided further that if the Company upon exercise of such Significant Holder’s Warrants prior is issuing securities that would entitle the holder thereof to vote, then a Preemptive Holder may elect not to have any voting rights with respect to such sale or other issuance of New Securities (assuming the exercisesecurities, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the and if such election of directors generallyis made, each Significant such Preemptive Holder shall not have any voting rights with respect to such securities. Notwithstanding anything to the contrary set forth in this Agreement, a Preemptive Holder may assign all or any portion of its right to acquire up Preemptive Securities to that number its direct or amount of such New Securitiesindirect equityholders, at the price and upon substantially the same terms and conditions as any such New Securities are to assignment, each such equityholder shall be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power deemed a Preemptive Holder for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP12.3.

Preemptive Rights. (a) In Except in the event that case of Excluded Securities (as hereinafter defined), the Company proposes to shall not, from the Closing until BellSouth no longer owns 5% of the issued and outstanding Common Stock (calculated as though all shares of Preferred Stock are converted into Common Stock), issue, sell or otherwise issue New Securities that vote with the Common Stock exchange, agree to issue, sell or exchange, or reserve or set aside for the election of directors generally and the Holders would not be entitled to issuance, sale or exchange, any (i) receive such New Securities as a dividend or distribution or capital stock, (ii) receive an adjustment in the number any other equity security of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, (iii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or has any other equity feature, (iv) any security of the Company that is a combination of a debt and equity security or (v) any warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (v) (an "Equity Financing") unless the Company shall have first offered (the "Offer") to sell to each Major Holder (x) in the case of an acquisition by the Company of any Person (an "Acquisition"), such number of shares of Common Stock as shall enable be necessary for such Significant Major Holder to maintain the same percentage interest (disregarding, for purposes of voting power for the election determining such percentage, any shares of directors generally with the Common Stock held by such Significant Major Holder would hold other than Purchased Shares and Conversion Shares) in the Company upon exercise Company's Common Stock after the consummation of such Significant Holder’s Warrants prior to such sale or other issuance Acquisition (calculated as though (I) all shares of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Preferred Stock are converted into Common Stock for and (II) each Major Holder will accept such Offer) (such number of shares of Common Stock, the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New "Offered Securities"), at the a cash purchase price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, per share of Common Stock equal to (A) the product value of the Person being acquired, divided by (iB) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage shares of voting power for the election of directors generally with the Common Stock to be issued in connection with such Acquisition (excluding any shares of such Significant Holder immediately prior Common Stock to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of be issued pursuant to this Section 3.13, “New Securities” means 3.4) (such purchase price per share to be equitably adjusted if any Common Equivalent Shares, including any such securities issued portion of the purchase price to be paid by the Company in connection with such Acquisition will not consist of shares of Common Stock), and on such other material terms and conditions as shall have been reasonably specified by the ESOPCompany in writing and delivered to such Major Holder or (y) in any case other than an Acquisition, such Major Holder's proportionate percentage (disregarding, for purposes of determining such percentage, any shares of Common Stock held by such Major Holder other than Purchased Shares and Conversion Shares) of the securities specified in the foregoing clauses (i) through (v), based on the number of outstanding shares of Common Stock (calculated as though all shares of Preferred Stock are converted into Common Stock) (such portion of such securities to be offered to such Major Holder, the "Offered Securities"), at a price and on such other material terms and conditions as shall have been specified by the Company in writing and delivered to such Major Holder. Each Offer by its terms shall remain open and irrevocable until the tenth business day after delivery of the Offer to the Major Holders (the "Offer Expiration Date").

Preemptive Rights. If, subsequent to the date hereof and during the "Covered Period" (aas hereinafter defined), the Corporation desires to issue and sell any shares of capital stock of the Corporation (other than "Excluded Stock," as hereinafter defined), the Corporation shall afford the Purchaser "preemptive rights" (exercisable within 10 days following reasonably detailed written notice from the Corporation of the proposed sale of stock) In in order to permit the event Purchaser to maintain its proportionate percentage ownership in the Corporation (it being agreed that the Company proposes Purchaser's "proportionate" ownership shall be computed by comparing the Corporation's aggregate number of outstanding shares of common stock to sell or otherwise issue New Securities that vote with the Common Stock for aggregate number of shares of common stock then held by Purchaser and acquired pursuant to this Agreement on the election of directors generally date hereof and the Holders would not be entitled to (i) receive such New Securities as a dividend "Right of First Refusal Agreement" being executed by Purchaser on or distribution or (ii) receive an adjustment in about the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their termsdate hereof). In As used herein, the event that term (x) "Covered Period" shall mean the Company proposes period commencing on the date hereof and ending on the earliest to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product occur of (i) the number or amount of such New Securities being sold or otherwise issued times date four years after the date hereof, and (ii) the percentage date Purchaser no longer owns at least 80% of voting power for the election Shares acquired pursuant to this Agreement on the date hereof; and (y) "Excluded Stock" shall mean (i) securities issued upon exercise of directors generally options or warrants or conversion of convertible securities outstanding as of the date hereof as disclosed in SCHEDULE 2(C) to this Agreement, (ii) shares of Common Stock issuable pursuant to stock options or "Section 423" stock purchase rights (with per share exercise or purchase prices no less than 85% of the fair market value of the Common Stock on the date of grant) that may be granted in the future pursuant to the Company's 1996 and 1993 stock option plans (as such plans are currently in effect), (iii) securities issued to Purchaser or Penske Motorsports, Inc. ("Penske") or any of their respective affiliates, (iv) shares of Common Stock issued in "private placement" transactions that constitute bona fide financings or acquisitions, if and only if, with respect to this item (iv), (A) at least 50%-in-interest of the acquirors of such Significant Holder immediately prior stock (the "New Shareholders") enter into agreements (in form reasonably acceptable to Purchaser) substantially the same as the Right of First Refusal Agreement (with the term of such sale or other issuance agreement not to exceed the then remaining term of the Right of First Refusal Agreement), and (B) the identity of all of such New Securities Shareholders is approved by the Purchaser, which approval shall not be unreasonably withheld or delayed it being agreed that approval shall not be required with respect to (assuming x) institutional investors, or (y) any other New Shareholder that would not be required to file or amend a Schedule 13D statement with respect to the exerciseCorporation by reason of its acquisition or ownership of Common Stock (a "Non-13D Filer"); PROVIDED, exchange HOWEVER, that upon consummation of such a financing or conversion acquisition where the Purchaser does not approve the Non-13D Filer (whether or not required), the Corporation shall be obligated to file a "shelf" resale registration statement with the Commission within 15 business days of the consummation of such financing or acquisition with respect to the potential public offering and sale of up to all Convertible Securities of the shares of Common Stock owned by Purchaser unless a "shelf" resale registration statement is then in accordance effect or on file with their terms). For purposes the Commission with respect to such shares of this Section 3.13Common Stock owned by Purchaser, “New Securities” means any Common Equivalent Shares, including any such and (v) securities issued by the Company in connection with the ESOPpursuant to stock dividends, stock splits, and similar "no sale" events that apply generally to all shares of outstanding Common Stock.

Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue undertake an issuance of New Securities (as defined below) for cash after the date hereof, each Purchaser and Permitted Transferee that vote with the owns any shares of Common Stock for on the election date of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) issuance shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount purchase its "proportionate share" of such New Securities being sold or otherwise issued times (ii) on the percentage terms and conditions set forth herein. Each Purchaser and Permitted Transferee that owns any shares of voting power for the election of directors generally with the Common Stock on such date shall also have the right of over allotment such Significant Holder immediately prior that, if any Purchaser or Permitted Transferee fails to such sale or other issuance exercise its rights hereunder to purchase its proportionate share of such New Securities (assuming to the exercisefullest extent permitted, exchange the other Purchasers and Permitted Transferees may purchase its proportionate share of New Securities that such Purchaser or conversion of all Convertible Securities in accordance with their terms)Permitted Transferee elected not to purchase. For purposes of this Section 3.134.12, “each Purchaser's and Permitted Transferee's "proportionate share" means the number of New Securities” means any Securities proposed to be issued and sold multiplied by a fraction, the numerator of which is the number of shares of Common Equivalent Stock issued to such Purchaser or Permitted Transferee pursuant to Article II hereof and held on such date by such Person (determined (i) during the Commitment Period, assuming that the Maximum Shares have been issued to the Purchasers or their Permitted Transferees and (ii) after the Commitment Period, based on the actual number of shares issued pursuant to Article II hereof and then held on such date by such Person) and the denominator of which is the total number of shares of Common Stock outstanding (determined (i) during the Commitment Period, on a fully diluted basis assuming full exercise and conversion of all outstanding options, warrants, rights and other securities which are convertible or exchangeable shares of Common Stock and issuance of the Maximum Shares, including any such and (ii) after the Commitment Period, on a fully diluted basis assuming full exercise and conversion of all outstanding options, warrants, rights and other securities issued by the Company in connection with the ESOPwhich are convertible or exchangeable for shares of Common Stock).

Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election absence of directors generally and the Holders would not be entitled to (i) receive such New Securities as until a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”)Qualified IPO, each Holder holding Warrants representing five percent (5%) holder of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) Preferred Stock shall have the right of first refusal to acquire up purchase all or part of its pro rata share (equal to its percentage ownership of the Company on a fully diluted basis) of New Preferred Stock (as defined below) that number the Company may, from time to time, propose to sell and issue, subject to the terms and conditions set forth below. "New Securities" shall mean any capital stock of the Company whether now authorized or amount not, and rights, options, or warrants to purchase capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock, provided, however, that the term "New Securities" does not include (i) the Series B Preferred Stock issuable under this Agreement or the shares of Company Stock issuable upon conversion of the Series B Preferred Stock or the Senior Preferred Stock; (ii) securities issued pursuant to an acquisition; (iii) options granted or securities issued pursuant to an employee or director stock option program; or (iv) securities issued as a result of any stock split, stock dividend, or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock. In the event the Company intends to issue New Securities, it shall give written notice to the holders of Preferred Stock ("Notice of Issuance") which shall set forth the purchase price and any other conditions of the issuance. Each holder of Preferred Stock shall have 30 days from the date of Notice of Issuance to agree to purchase all or part of its pro rata share of such New Securities, at Securities for the price and upon substantially the same general terms and conditions as specified in the Notice of Issuance by giving written notice to the Company stating the quantity of New Securities to be so purchased. The Company shall have the right during the period expiring 150 days after the giving of the Notice of Issuance to sell any or all of such New Securities are to be sold or otherwise issued not purchased by the Company, as shall enable such Significant Holder holders of Preferred Stock at a price and upon general terms no more favorable to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold purchasers than specified in the Company upon exercise Notice of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms)Issuance. In the event that the Company proposes to sell or otherwise issue New Securities that generally do has not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as sold such New Securities are to be sold within such 150 day period, the Company shall not thereafter issue or otherwise issued by the Company, equal to the product of (i) the number or amount of sell any New Securities without first offering such New Securities being sold or otherwise issued times (ii) to the percentage holders of voting power for Preferred Stock in the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities manner provided in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP11.9.

Preemptive Rights. (a) In Subject to this Xxxxxxx 0, xxxx of the event that Stockholders shall have any preemptive rights with respect to issuances of Equity Securities by the Company proposes or any of its subsidiaries. Notwithstanding the foregoing, at any time prior to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”)Qualified Public Offering, each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) Fresh Market Co-Investor shall have the right to acquire up participate, in whole or in part, on a pro rata basis (measured with reference to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the outstanding Common Stock owned by such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior Fresh Market Co-Investors relative to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the outstanding Common Stock owned by the Sponsor Funds and the other Fresh Market Co-Investors), in any subscription for Equity Securities by the Apollo Group and/or any other Stockholder (other than in connection with any equity based compensation plans or arrangements), on the same terms, cash purchase price and subject to the same conditions as applied to the Apollo Group and/or any other Stockholder (a “Preemptive Event”). The offer to the Fresh Market Co-Investors to participate in any such equity issuance shall be made either prior to or as soon as reasonably practicable after the relevant issuance to achieve the same effect. The Company shall give prompt notice to each Fresh Market Co-Investor of any Preemptive Event, including the terms of such Significant Holder immediately prior subscription, which the Fresh Market Co-Investors shall have 30 days to accept or reject (in whole or in part), provided that in the event any such Fresh Market Co-Investor does not reply in such 30-day period, such offer shall be deemed rejected by such Fresh Market Co-Investor. If and to the extent a Fresh Market Co-Investor rejects (in whole or in part) its respective right for subscription in a Preemptive Event, it shall forfeit such opportunity, which opportunity shall revert to the Sponsor Funds, who may elect to purchase such securities within 120 days after the expiration of the 30 day period described above at the proposed purchase price and on the terms of sale or other issuance of such New Securities (assuming set forth in the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of notice provided to the Fresh Market Co-Investors pursuant to this Section 3.13, “New Securities” means any Common Equivalent Shares, including any 5. Any Equity Securities not sold within such securities issued 120 day period that are again offered for sale by the Company in connection with or any of its subsidiaries after such 120 day period must be reoffered to the ESOPFresh Market Co-Investors pursuant to this Section 5.

Preemptive Rights. After the Effective Date, the Company will not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Capital Stock or Options (collectively, the “Preemptive Securities”), unless the Company has first offered to sell to each of the Stockholders such Stockholder’s Pro Rata Share (as defined below) of the Preemptive Securities, at a price and on such other terms as have been specified by the Company in writing delivered to each such Stockholder (the “Preemptive Offer”), which Preemptive Offer will be on terms substantially identical to the terms of the Company’s proposed issuance, sale or exchange of Preemptive Securities and will remain open and irrevocable for a period of 20 Business Days from the date it is delivered by the Company (the “Preemptive Offer Period”). Notwithstanding the foregoing, Preemptive Securities will not include (a) In Options or other equity securities or rights issued pursuant to an Employee Plan approved by the event that Board (subject to Section 3.4(b)(ii)) and any Capital Stock issued upon the Company proposes to sell exercise of any such Options or otherwise issue New Securities that vote with other equity securities so long as such Options issued or the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares equity securities issuable upon exercise of such Holders’ Warrants as provided Options do not represent in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) excess of 10% of the aggregate fully diluted Common Stock, (b) the Lear Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise any equity securities issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal pursuant to the product terms of the Lear Warrant, (ic) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such equity securities issued by the Company as direct consideration in connection with the ESOPacquisition of another business entity by the Company or a Subsidiary, whether by merger, purchase of all or substantially all of the assets of such entity or otherwise, (d) securities issued as a result of any split of, reclassification, subdivision of or other distribution pro rata with respect to, the equity securities of the Company, or (e) any equity securities issued in a Public Offering or pursuant to the Reorganization. Each Stockholder may elect to purchase (or to have its designated Affiliate that is also, or simultaneously with such purchase becomes, a Stockholder, purchase) all or any portion of such Stockholder’s Pro Rata Share of the Preemptive Securities as specified in the Preemptive Offer at the price and on the terms specified therein by delivering written notice of such election to the Company as soon as practicable but in any event before the expiration of the Preemptive Offer Period. Any Preemptive Securities not elected to be purchased by the end of the Preemptive Offer Period will be reoffered for a five-day period by the Company on a pro rata basis to the Stockholders who have elected to purchase their full Pro Rata Share of the Preemptive Securities. In the event the Stockholders fail to exercise in full their preemptive rights as set forth above with respect to the Preemptive Securities, the Company shall have 60 days thereafter to sell such Preemptive Securities, at a cash or cash equivalent price that is not less than the price specified in the Preemptive Offer. In the event the Company has not sold the Preemptive Securities within such 60-day period, the Company shall not thereafter issue or sell any Preemptive Securities without first complying with the first offer rights set forth in this Section 3.2. Each Stockholder’s “Pro Rata Share” of Preemptive Securities is the product of (x) the total number of Preemptive Securities and (y) a fraction, the numerator of which is the total number of shares or units of Common Stock then owned by such Stockholder and the denominator of which is the total number of shares or units of Common Stock then outstanding.

Preemptive Rights. (a) In If the event that the Company Corporation proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Proposed Issuance”), each Holder holding Warrants representing five percent (5%) any capital stock of the aggregate Warrant Shares to be received upon Corporation or any securities convertible into, or exercisable or exchangeable for, such capital stock (collectively, the exercise “Offered Securities”) at any time when the holders of all the outstanding shares of Class B Common Stock (assuming that all the outstanding shares of Class A Common Stock which are then outstanding Warrants exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to cast a majority of the Total Voting Power, the Corporation shall give written notice of the Proposed Issuance to the holders of Class B Common Stock (a the “Significant HolderOffer Notice”) at least 30 days prior to such issuance. Such notice shall describe all the material terms and conditions of such Proposed Issuance. Each holder of Class B Common Stock shall have the right to acquire up to that number or amount of such New Securities, at the same price and upon substantially on the same terms and conditions as such New conditions, an additional amount of the Offered Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain so that the percentage of voting power for the election of directors generally with the outstanding Common Stock and Total Voting Power then owned by such Significant Holder would hold in the Company upon exercise holder shall not change as a result of such Significant Holder’s Warrants prior acquisition and Proposed Issuance; provided, however, that notwithstanding the foregoing (i) such holder may elect to acquire a lesser number of additional Offered Securities as it may determine in its sole discretion and (ii) if the Offered Securities are, or are convertible into or exercisable or exchangeable for, Class A Common Stock, then in lieu thereof such sale holder shall be entitled to purchase Class B Common Stock or Offered Securities convertible into or exercisable or exchangeable for Class B Common Stock, as applicable. If any holder of Class B Common Stock fails to accept such offer by written notice received by the Corporation within fifteen (15) days following the date on which such holder received the Offer Notice, the Proposed Issuance may be consummated free and clear of the preemptive right granted to the holders of Class B Common Stock under this Article VIII. Notwithstanding the foregoing, if the purchase price for any Proposed Issuance is to be paid in whole or in part other issuance than in cash, then the holders of New Class B Common Stock may pay the purchase price in cash in an amount per Offered Security equal to the fair market value of the aggregate non-cash consideration so payable, as reasonably determined in good faith by the Board, divided by the total number of Offered Securities (assuming to be issued without giving effect to the exercisepreemptive right granted by this Article VIII. Notwithstanding the foregoing, exchange the preemptive right granted by this Article VIII shall not apply to any Proposed Issuance pursuant to any stock option, restricted stock or conversion employee benefit plan of the Corporation; provided, however, at the end of each month the Corporation shall give the holders of Class B Common Stock written notice of all Convertible Securities in accordance with their terms). In such Proposed Issuances during such month (the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the “Monthly Offer Notice”) and each holder of Class B Common Stock for the election of directors generally, each Significant Holder shall have the right right, exercisable by delivering written notice to the Corporation (each, a “Monthly Exercise Notice”) within fifteen days after the date on which such holder received the Monthly Offer Notice, to purchase for cash a sufficient number of shares of Class B Common Stock so that the percentage of the outstanding Common Stock and Total Voting Power then owned by such holder shall not change as a result of such acquisition and Proposed Issuances; provided, however, that such holder may elect to acquire up to that a lesser number or amount of such New Securities, at the shares of Class B Common Stock as it may determine it its sole discretion. The per share purchase price and upon substantially the same terms and conditions as such New Securities are for any purchase of Class B Common Stock pursuant to a Monthly Exercise Notice shall be sold or otherwise issued by the Company, equal to the product of (i) if the number Class A Common Stock is then listed on a national securities exchange or amount quoted on an automated inter-dealer quotation system, the closing price of such New Securities being sold the Class A Common Stock on the trading day immediately preceding the date on which the Corporation received the Monthly Exercise Notice or otherwise issued times (ii) in all other cases, the percentage fair market value of voting power for the election one share of directors generally with the Class A Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities as determined in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued good faith by the Company in connection with the ESOPBoard.

Preemptive Rights. (a) In If, any time during the event that three year period commencing on the date of this Agreement, the Company proposes to sell or otherwise shall issue New Securities that vote with the any Common Stock or any debt or equity securities convertible into or exchangeable for 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, at the same price, for the election same consideration, and on the same terms and subject to the same conditions as are applicable to purchases by others, such number of directors generally Additional Securities as are necessary for MCI to maintain its then-current "percentage equity ownership interest" in the Company. MCI shall have the right, but not the obligation, to accept any such offer in whole or in part. Upon commencement of such issuance, the Company shall present to MCI in writing the terms and conditions of such issuance, along with a calculation showing the Holders would number of Additional Securities to which MCI is entitled to subscribe. Upon receipt of such offer, MCI will have fifteen (15) calendar days in which to exercise its rights under this Article II, by written notice to the Company. If MCI does not be entitled exercise its rights with respect to such issuance within such fifteen (15) days, then those rights will expire with respect to that issuance of Additional Securities. This Article II shall not apply to (i) receive such New Securities as a dividend or distribution any issuance pursuant to the Company's equity participation plans, or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants one or more warrants, options, conversion rights, exchange rights, or similar rights (a “Significant Holder”A) shall have existing as of the right date of this Agreement, (B) issued pursuant to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company's equity participation plans, (C) issued pursuant to agreements or rights existing as shall enable such Significant Holder to maintain 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 voting power for the election of directors generally with the outstanding Common Stock such Significant Holder would hold in 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 upon exercise of such Significant Holder’s Warrants prior to such sale that are directly or other issuance of New Securities (assuming the exerciseindirectly convertible into, exchange exchangeable for or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the exercisable for Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOPStock.

Preemptive Rights. If the Company issues any equity securities or any securities containing options or rights to acquire any equity securities or any securities convertible or exchangeable for equity securities in each case, after the date hereof to any Person (aother than the Executives) (the "OFFEREE"), the Company will offer to sell to each Shareholder, a number of such securities ("OFFERED SHARES") so that the Ownership Ratio immediately after the issuance of such securities for each Shareholder would be equal to the Ownership Ratio for such Shareholder immediately prior to such issuance of securities; PROVIDED, that if the antidilution provisions set forth in Section 12 of the Warrant Agreement adjust the terms of the Warrants as a result of such issuance, the Company shall not be required to offer Canterbury the Offered Shares with respect to the Shareholder Shares attributable to the Warrant. The Company shall give each Shareholder at least 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "ISSUANCE NOTICE"). Each Shareholder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued to the Offeree by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "ELECTION NOTICE"); PROVIDED, that if more than one type of security was issued, each Shareholder shall, if it exercises its rights pursuant to this Section 6, purchase such securities in the same ratio as issued. If any of the Shareholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event that the Company proposes any Shareholder elects not to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled exercise its rights pursuant to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”)this Section 6, each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) no other Shareholder shall have the right to acquire up to that number or amount of such New Securities, at purchase the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior securities offered to such sale or other issuance Shareholder. This Section 6 will terminate automatically, and be of New Securities (assuming no further force and effect, upon the exercise, exchange or conversion consummation of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOPa Initial Public Offering.

Preemptive Rights. After the Effective Date, the Company will not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Capital Stock or Options (collectively, the "Preemptive Securities"), unless the Company has first offered to sell to each holder of Class A Common Stock such Stockholder's Pro Rata Share (as defined below) of the Preemptive Securities, at a price and on such other terms as have been specified by the Company in writing delivered to each such Stockholder (the "Preemptive Offer"), which Preemptive Offer will be on terms substantially identical to the terms of the Company's proposed issuance, sale or exchange of Preemptive Securities and will remain open and irrevocable for a period of 20 Business Days from the date it is delivered by the Company (the "Preemptive Offer Period"). Notwithstanding the foregoing, Preemptive Securities will not include (a) In Options or other equity securities or rights issued pursuant to an Employee Plan approved by the event that Board (subject to Section 3.4(b)(ii)) and any Capital Stock issued upon the Company proposes to sell exercise of any such Options or otherwise issue New Securities that vote with other equity securities so long as such Options issued or the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares equity securities issuable upon exercise of such Holders’ Warrants as provided Options do not represent in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) excess of 10% of the aggregate fully diluted Common Stock, (b) the Lear Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise any equity securities issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal pursuant to the product terms of the Lear Warrant, (ic) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such equity securities issued by the Company as direct consideration in connection with the ESOPacquisition of another business entity by the Company or a Subsidiary, whether by merger, purchase of all or substantially all of the assets of such entity or otherwise, (d) securities issued as a result of any split of, reclassification, subdivision of or other distribution pro rata with respect to, the equity securities of the Company, or (e) any equity securities issued in a Public Offering or pursuant to the Reorganization. Each holder of Class A Common Stock may elect to purchase (or to have its designated Affiliate that is also, or simultaneously with such purchase becomes, a holder of Class A Common Stock, purchase) all or any portion of such Stockholder's Pro Rata Share of the Preemptive Securities as specified in the Preemptive Offer at the price and on the terms specified therein by delivering written notice of such election to the Company as soon as practicable but in any event before the expiration of the Preemptive Offer Period. Any Preemptive Securities not elected to be purchased by the end of the Preemptive Offer Period will be reoffered for a five-day period by the Company on a pro rata basis to the holders of Class A Common Stock who have elected to purchase their full Pro Rata Share of the Preemptive Securities. In the event the holders of Class A Common Stock fail to exercise in full their preemptive rights as set forth above with respect to the Preemptive Securities, the Company shall have 60 days thereafter to sell such Preemptive Securities, at a cash or cash equivalent price that is not less than the price specified in the Preemptive Offer. In the event the Company has not sold the Preemptive Securities within such 60-day period, the Company shall not thereafter issue or sell any Preemptive Securities without first complying with the first offer rights set forth in this Section 3.2. Each Stockholder's "Pro Rata Share" of Preemptive Securities is the product of (x) the total number of Preemptive Securities and (y) a fraction, the numerator of which is the total number of shares or units of Class A Common Stock then owned by such Stockholder and the denominator of which is the total number of shares or units of Class A Common Stock then outstanding.

Preemptive Rights. If, subsequent to the date hereof and during the "Covered Period" (aas hereinafter defined), the Corporation desires to issue and sell any shares of capital stock of the Corporation (other than "Excluded Stock," as hereinafter defined), the Corporation shall afford the Purchaser "preemptive rights" (exercisable within 10 days following reasonably detailed written notice from the Corporation of the proposed sale of stock) In in order to permit the event Purchaser to maintain its proportionate percentage ownership in the Corporation (it being agreed that the Company proposes Purchaser's "proportionate" ownership shall be computed by comparing the Corporation's aggregate number of outstanding shares of common stock to sell or otherwise issue New Securities that vote with the Common Stock for aggregate number of shares of common stock then held by Purchaser and acquired pursuant to this Agreement on the election of directors generally date hereof and the Holders would not be entitled to (i) receive such New Securities as a dividend "Right of First Refusal Agreement" being executed by Purchaser on or distribution or (ii) receive an adjustment in about the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their termsdate hereof). In As used herein, the event that term (x) "Covered Period" shall mean the Company proposes period commencing on the date hereof and ending on the earliest to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product occur of (i) the number or amount of such New Securities being sold or otherwise issued times date four years after the date hereof, and (ii) the percentage date Purchaser no longer owns at least 80% of voting power for the election Shares acquired pursuant to this Agreement on the date hereof; and (y) "Excluded Stock" shall mean (i) securities issued upon exercise of directors generally options or warrants or conversion of convertible securities outstanding as of the date hereof as disclosed in Schedule 2(c) to this Agreement, (ii) shares of Common Stock issuable pursuant to stock options or "Section 423" stock purchase rights (with per share exercise or purchase prices no less than 85% of the fair market value of the Common Stock on the date of grant) that may be granted in the future pursuant to the Company's 1996 and 1993 stock option plans (as such plans are currently in effect), (iii) securities issued to Purchaser or Penske Motorsports, Inc. ("Penske") or any of their respective affiliates, (iv) shares of Common Stock issued in "private placement" transactions that constitute bona fide financings or acquisitions, if and only if , with respect to this item (iv), (A) at least 50%-in-interest of the acquirors of such Significant Holder immediately prior stock (the "New Shareholders") enter into agreements (in form reasonably acceptable to Purchaser) substantially the same as the Right of First Refusal Agreement (with the term of such sale or other issuance agreement not to exceed the then remaining term of the Right of First Refusal Agreement), and (B) the identity of all of such New Securities Shareholders is approved by the Purchaser, which approval shall not be unreasonably withheld or delayed it being agreed that approval shall not be required with respect to (assuming x) institutional investors, or (y) any other New Shareholder that would not be required to file or amend a Schedule 13D statement with respect to the exerciseCorporation by reason of its acquisition or ownership of Common Stock (a "Non-13D Filer"); provided, exchange however, that upon consummation of such a financing or conversion acquisition where the Purchaser does not approve the Non-13D Filer (whether or not required), the Corporation shall be obligated to file a "shelf" resale registration statement with the Commission within 15 business days of the consummation of such financing or acquisition with respect to the potential public offering and sale of up to all Convertible Securities of the shares of Common Stock owned by Purchaser unless a "shelf" resale registration statement is then in accordance effect or on file with their terms). For purposes the Commission with respect to such shares of this Section 3.13Common Stock owned by Purchaser, “New Securities” means any Common Equivalent Shares, including any such and (v) securities issued by the Company in connection with the ESOPpursuant to stock dividends, stock splits, and similar "no sale" events that apply generally to all shares of outstanding Common Stock.

Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue of any offering of New Securities that vote with (as defined below) by the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”)Company, each Holder holding Warrants representing five percent Investor, commencing on the earlier of (5%1) the termination of the aggregate Warrant Merger Agreement and (2) the date that is 180 days after the Closing Date and for so long as the Notes or any Note Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) remain outstanding, shall have the right to acquire up purchase a percentage of the New Securities being offered that is equal to the percentage of the outstanding Common Stock of the Company owned by such Investor on an as-converted basis (treating for this purpose as outstanding all shares of Common Stock issuable upon the full conversion of the Notes then outstanding); provided, however, that number this right shall not apply to (i) equity compensation grants to employees, consultants, or directors pursuant to plans or other arrangements approved by the Board of Directors of the Company, (ii) securities issued upon the conversion or exercise of any convertible or exercisable securities that are outstanding as of the date hereof on the terms in effect on such date, (iii) the issuance of securities in connection with any underwritten public offering (excluding, for the avoidance of doubt, registered direct offerings), (iv) securities issued upon any split, dividend, combination or other similar event with respect to the capital stock of the Company, (v) securities subsequently issued upon conversion, exercise or exchange of those securities that have been issued in compliance with, or on issuance were exempt from the preemptive rights provided for in this Section 5.3, and (vi) shares of Common Stock or convertible securities or rights issued or issuable in connection with mergers, acquisitions, strategic transactions, commercial relationships and debt financings approved by the Board of Directors of the Company, including the Investor Designee; provided, further, that in connection with any underwritten public offering, the Company will use reasonable best efforts to allow each Investor to purchase a sufficient amount of such offered securities so as to maintain as closely as possible such Investor’s proportionate interest in the Company on an as-converted basis as described above (disregarding any allocations of such offered securities that may be made by the underwriters to Affiliates of any Investor in the ordinary course investment business of such Affiliates). An Investor shall be deemed to have waived its rights under this Section 5.3 if such Investor shall have not delivered to the Company its written election to purchase such securities within ten (10) Business Days of receipt of the Company’s notice of such offering describing the material terms thereof (such ten (10) Business Day period, the “Offer Period”). If the Investors fail to exercise their purchase right pursuant to this Section 5.3, then the Company shall have the right, until the expiration of one hundred eighty (180) days commencing upon the expiration of the Offer Period, to issue such New Securities to one (1) or more third parties on terms no more favorable to the purchasers thereof than the terms specified in the Company’s notice of such offering to the Investors, after which the terms of this Section 5.3 shall again apply to the Company’s offering of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP.

Preemptive Rights. (a) In the event that the Company proposes desires to issue ----------------- any Shares in an offering that is not required to be registered under the Securities Act or any applicable state securities law (a "Private Offering"), ---------------- the Company must first offer to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares proposed to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of issued in such New Securities, at the price and upon substantially Private Offering in accordance with this Section 3 on the same terms and conditions as the sale of Shares or other securities in such New Securities are proposed Private Offering. The offer (the "Preemptive Right Notice") by the Company to the ----------------------- Shareholders shall be dated, shall be in writing and shall set forth the full details of the proposed Private Offering, including, but not limited to, the consideration to be sold paid, and all other details, terms and conditions related to the proposed Private Offering. From and after the time that the Shareholders receive the Preemptive Right Notice, each Shareholder shall have the right, exercisable by giving written notice to the Company of such Shareholder's intent to exercise such right within thirty (30) Business Days of the Preemptive Right Notice, to subscribe for and purchase a number of Shares subject to the Preemptive Right Notice, on the terms set forth in the Preemptive Right Notice, such that, after giving effect to the issuance of Shares subject to the Preemptive Right Notice and the exercise of the rights of each Shareholder set forth in this Section 3 (including, for the purpose of this calculation, the issuance of Common Stock upon conversion, exchange or otherwise exercise of any securities convertible, exchangeable or exercisable into shares of Common Stock to be issued in such Private Offering), the shares of Common Stock owned by such Shareholder (after giving effect to the conversion of any securities held by such Shareholder convertible into Common Stock) shall represent the same percentage of the outstanding shares of Common Stock owned by such Shareholder prior to the consummation of such Private Offering (after giving effect to the conversion of any securities held by such Shareholder convertible into Common Stock, provided, however, that all warrants and options shall not be included in the calculation of the ownership percentage of each Shareholder). If any Shareholder fails to give written notice of such Shareholder's election to exercise the rights of such Shareholder set forth in this Section 3 within thirty (30) Business Days of the date of the Preemptive Right Notice, such Shareholder shall be deemed to have waived the rights granted to such Shareholder under this Section 3 with respect to the Shares so offered under such Preemptive Right Notice. Each Shareholder that has exercised its right to purchase Shares pursuant to this Section 3 shall, within sixty (60) calendar days from the date of the Preemptive Right Notice, purchase the Shares or other securities subject to the Preemptive Right Notice in accordance with the terms of this Section 3. Notwithstanding the foregoing, the rights provided for in this Section 3 shall not apply to: (i) any issuance to employees or directors of the Company of Common Stock or non-transferable options to purchase Common Stock under a bona fide employee benefits plan adopted by the Board of Directors of the Company, as shall enable to the extent that the aggregate amount of all such Significant Holder to maintain the percentage Shares of voting power for the election of directors generally with the Common Stock issued on or after November 24, 1998 and issuable pursuant thereto (including any Shares of Common Stock issuable upon any exercise of any options issued pursuant thereto) do not represent more than 1,725,000 shares of Common Stock (as adjusted to reflect any stock split or any subdivision, reclassification, combination of or with respect to outstanding shares of Common Stock or any similar transaction); or (ii) any issuance or sale of any Shares to any person or entity if: (a) the Board of Directors unanimously approves such Significant Holder would hold in issuance or sale; and (b) the holders of at least 67% of the outstanding shares of Common Stock, Series A Stock, Series B Stock and Series C Stock held by persons or entities who are parties to this Agreement, voting together on an as-converted basis, approve such issuance or sale. The Board of Directors of the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right and option to acquire up require, on a case-by-case basis, that as a condition precedent to that number the exercise of any option or amount warrant or the purchase or other acquisition of such New Securitiesany Shares, at the price and upon substantially the same terms and conditions as such New Securities are any Person must (i) agree in writing to be sold bound by this Agreement as a Shareholder with respect to the Shares received by such person or otherwise issued by entity, and (ii) execute a joinder to this Agreement satisfactory in form and substance to the Company, equal in which event Schedule A hereto shall automatically be amended to the product of (i) the number or amount of add such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOPPerson.

Preemptive Rights. (a) In If at any time after the event that issuance and sale of Shares representing at least 10% of the Outstanding Common Stock and for so long as the Purchaser owns at least 10% of the outstanding Common Stock and the Delta Connection Agreement or an agreement substantially similar thereto is in effect between SkyWest Airlines and the Purchaser, the Company proposes to sell or otherwise issue New Securities that vote with the any additional voting securities (excluding, however, up to 253,918 shares of Common Stock for issuable pursuant to the election outstanding stock options referred to in Section 3.3 of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”this Agreement), each Holder holding Warrants representing five percent (5%) the Company shall promptly advise the Purchaser in writing of the aggregate Warrant Shares terms on which such voting securities are to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) issued. The Purchaser shall have the right right, which may be exercised at any time within 15 days following receipt of such notice, to acquire up to that number or amount of such New Securities, at the price and upon substantially on the same terms and conditions as such New Securities are proposed issuance (or, in the case of the issuance of any voting securities for consideration other than cash, at a cash price equal to the fair market value of such non-cash consideration on the date that the Company first agrees to issue such voting securities) the number of similar voting securities set forth hereinafter. The number of voting securities covered by each such right of the Purchaser shall be sold or otherwise issued that number which, when added to all voting securities then owned by the CompanyPurchaser, as shall enable such Significant Holder would provide the Purchaser with the number of votes equal to maintain the percentage Purchaser's Current Percent of the total number of votes represented by all outstanding voting securities, after giving effect to the issuance of the voting securities giving rise to the operation of this Section 5.4 and the voting securities issuable to the Purchaser pursuant to this Section 5.4. (b) Notwithstanding the foregoing, the Company need not notify the Purchaser of the issuance of voting power for securities which in the aggregate represent less than 1% of the total number of votes represented by all then outstanding voting securities, but shall notify the Purchaser within 15 days after the end of each fiscal quarter of the Company (or more frequently if requested by the Purchaser) as to the number of voting securities so issued during such quarter. The Purchaser's right to purchase additional voting securities under this Section 5.4 by reason of the issuance of such voting securities may, at the election of directors generally the Purchaser, be exercised at any time within 30 days following receipt of such notice or shall cumulate and may be carried forward and exercised by the Purchaser at the time of and together with the Common Stock such Significant Holder would hold in subsequent purchase of additional voting securities by the Purchaser pursuant to the next notice received by the Purchaser under Section 5.4(a). (c) For purposes of this Section 5.4, (i) the term "voting securities" shall mean any securities of the Company upon exercise entitled to vote generally on the election of directors; (ii) the term "Purchaser's Current Percent" shall mean that percentage derived by dividing the total number of votes represented by all voting securities then held by the Purchaser by the total number of votes represented by all of the Company's outstanding voting securities immediately prior to the issuance of voting securities giving rise to the operation of this Section 5.4; and (iii) the term "fair market value" of any non-cash consideration on the date in question shall mean the fair market value of such Significant Holder’s Warrants prior consideration as mutually agreed by the Company and the Purchaser, or if such parties are unable to such sale or other issuance of New Securities (assuming the exerciseagree, exchange or conversion of all Convertible Securities in accordance with their terms)as determined by an investment banking firm mutually agreeable to both parties. In the event that the Company proposes parties are unable to sell or otherwise issue New Securities that generally do not vote with agree on an investment banking firm, then each party shall name its own investment banking firm and such firms shall select a third investment banking firm to determine the Common Stock for the election "fair market value" of directors generally, each Significant Holder shall have the right to acquire up to that number or amount any non-cash consideration. The fees and expenses of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to third investment banking firm shall be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued borne equally by the Company in connection with and the ESOP.Purchaser. (d) If and when Purchaser exercises any purchase rights under this Section 5.4, the purchase shall be closed within 20 days of the date of the notice of such exercise. 5.5

Preemptive Rights. The Company shall not issue (aan “Issuance”) In the event that the Company proposes additional equity interests to sell any Principal or otherwise issue New Securities that vote with the Common Stock for the election any Related Party of directors generally and the Holders would not be entitled to any Principal unless (i) receive such New Securities as issuance was pursuant to the terms of the 2004 Stock Incentive Plan of the Company, or other incentive plan of PCFC, in each case with such issuance being approved by a dividend compensation committee comprised solely of independent directors or distribution approved by a majority of the independent directors of the full board of directors of PCFC or (ii) receive an adjustment prior to such Issuance, the Company notifies each Tag-Along investor in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) writing of the aggregate Warrant Shares Issuance and grants to be received upon such Tag-Along Investor the exercise of all then outstanding Warrants right (a the “Significant HolderRight”) shall have to subscribe for and purchase such additional equity interests of the right to acquire up to that number or amount of such New Securities, same class so issued at the same price and upon substantially on the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon Issuance such that, after giving effect to the Issuance and exercise of such Significant Holder’s Warrants prior to such sale or other issuance the Right (including, for purposes of New Securities (assuming the exercisethis calculation, equity interests issuable upon conversion, exchange or conversion exercise of all Convertible Securities any security so convertible, exchangeable or exercisable issued in accordance with their termsthe Issuance or subject to the Right), the Shares owned by such Tag-Along Investor (rounded, in each case, to the newest whole Share) shall represent the same percentages of the outstanding Common Stock as were owned by such Tag-Along Investor prior to the Issuance relative to the Principal or Related Party, as the case may be. In the event that The Right may be exercised by such Tag-Along Investor at any time by written notice to the Company proposes received by the Company within 15 days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to sell the exercise of the Right shall occur at least 10 days after the Company receives notice of the exercise of the Right and prior to or otherwise issue New Securities that generally do not vote concurrently with the Common Stock for closing of the election of directors generallyIssuance. Notwithstanding the foregoing, each Significant Holder the Right shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of not apply (i) prior to the number or amount exercise of such New Securities being sold or otherwise issued times the Warrants by the Buyer, (ii) the percentage to any issuance, pro rata to all holders of voting power for the election of directors generally with Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) as a dividend on, subdivision of, or other distribution in respect of; the Common Stock; (iii) to the conversion or exchange of securities convertible or exchangeable for Common Stock of such Significant Holder immediately prior outstanding on the date hereof; (iv) to such sale or other the issuance of such New Securities Common Stock upon the exercise of options, rights or warrants issued to the holders of Common Stock outstanding on the date hereof (assuming including the exercise, exchange issuance of Common Stock upon the exercise of options contributed to 123 by Xxxxx Xxxxxx or conversion of all Convertible Securities in accordance with their termsXxxxx Xxxxxxx). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP.

Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”)generally, each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants Holder immediately prior to such sale or other issuance of New Securities (assuming the exerciseconversion into, exercise or exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exerciseconversion, exercise or exchange or conversion of all Convertible Securities in accordance with their terms). (a) For purposes of this Section 3.133.2, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP.. (b) In the event that the Company proposes to undertake an issuance or sale of New Securities, the Company shall give each Holder and the Warrant Agent written notice (the “Company New Securities Notice”) of its intention, stating (i) the type of New Securities, (ii)