Common use of Certain Preemptive Rights Clause in Contracts

Certain Preemptive Rights. If, prior to an Initial Public Offering, the Company proposes to issue, sell, or grant Common Stock or Rights, then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to all Stockholders of such proposed issuance. Such notice shall describe the proposed issuance and contain an offer to each of the Stockholders to sell to such Stockholder, at the same price and on the same terms and conditions as offered to the proposed purchasers, such Stockholder's pro rata portion (which shall be a percentage equal to the percentage of the outstanding Common Stock held by such Stockholder before such proposed issuance; PROVIDED, HOWEVER, that if the use of proceeds of such transaction shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase) of the Common Stock or Rights to be sold. If any Wavetek Stockholder fails to accept such offer, by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WAVETEK STOCKHOLDER"), the Company shall offer to sell to each other Wavetek Stockholder that has accepted such offer (an "ACCEPTING WAVETEK STOCKHOLDER") such Accepting Wavetek Stockholders' pro rata portion (which shall be a percentage equal to the number of shares of outstanding Common Stock held by such Accepting Wavetek Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting Wavetek Stockholders desiring to acquire a portion of the Common Stock offered to the Declining Wavetek Stockholder; such proration shall be made so that Accepting Wavetek Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining Wavetek Stockholder) of the Common Stock offered to the Declining Wavetek Stock- holder. If any WG Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WG STOCKHOLDER"), the Company shall offer to sell to each other WG Stockholder that has accepted such offer (an "ACCEPTING WG STOCKHOLDER") such Accepting WG Stockholders' pro rata portion (which shall be a percentage equal to the number of shares of outstanding Common Stock held by such Accepting WG Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting WG Stockholders desiring to acquire a portion of the Common Stock offered to the Declining WG Stockholder; such proration shall be made so that Accepting WG Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining WG Stockholder) of the Common Stock offered to the Declining WG Stockholder. If any Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice, or any Accepting Wavetek Stockholder or Accepting WG Stockholder fails to accept such offer of Common Stock offered to a Declining Wavetek Stockholder or a Declining WG Stockholder, respectively, by written notice within 2 business days after its receipt of the Company's notice with respect thereto, the Company may proceed with such proposed issuance, free of any right on the part of such Stockholder or any Declining Wavetek Stockholder or Declining WG Stockholder under this Section 4.4 in respect thereof. This Section 4.4 shall not apply to issuances of Common Stock or Rights (i) to employees pursuant to employee stock option plans, stock purchase plan or similar benefit program or agreement, where the primary purpose is not to raise additional equity capital for the Company or (ii) as consideration for the acquisition by the Company of another business or the merger of any business entity with and into the Company or any wholly owned subsidiary of the Company.

Certain Preemptive Rights. If(a) Except as hereinafter provided in this Section 5, prior to an Initial Public Offering, if after the date hereof the Company proposes to issueissue additional shares of common equity securities or securities convertible, sell, exchangeable or grant Common Stock or Rights, then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to all Stockholders of such proposed issuance. Such notice shall describe the proposed issuance and contain an offer to each of the Stockholders to sell to such Stockholder, at the same price and on the same terms and conditions as offered to the proposed purchasers, such Stockholder's pro rata portion exercisable for common equity securities (which shall be a percentage equal to the percentage of the outstanding Common Stock held by such Stockholder before such proposed issuance; PROVIDED, HOWEVER, that if the use of proceeds of such transaction shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase) of the Common Stock or Rights to be sold. If any Wavetek Stockholder fails to accept such offer, by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WAVETEK STOCKHOLDERAdditional Shares"), the Company shall offer to sell deliver to each other Wavetek Stockholder that has accepted holder of then outstanding shares of Preferred Stock written notice thereof, which notice shall include a general description of the terms of such offer proposed issuance of Additional Shares (an "ACCEPTING WAVETEK STOCKHOLDER") such Accepting Wavetek Stockholders' pro rata portion (which shall be a percentage equal to including the number of Additional Shares to be so issued), the purchase price per Additional Share to be issued and the anticipated issuance date. Within ten (10) days of delivery of such notice, each holder may by written notice (the "Additional Shares Offer") offer to purchase in such proposed issuance up to a maximum number of the Additional Shares such that immediately after the purchase of such Additional Shares by such holder, the percentage of all shares of common equity securities issued and outstanding Common on a fully diluted basis (assuming conversion of all outstanding shares of Preferred Stock, warrants, options and other instruments of the Company convertible into or exchangeable for common equity securities) owned by such holder (assuming conversion in full of all shares of Preferred Stock held by such Accepting Wavetek Stockholder divided holder immediately prior to the issuance of the Additional Shares) shall be unchanged as a result of such issuance. Any holder who fails to provide the Company with an Additional Shares Offer within such ten (10) day period shall be deemed to have waived its right to buy any Additional Shares or otherwise to participate in such proposed issuance. If the terms of the proposed issuance of Additional Shares set forth in the notice provided by the number of shares of outstanding Common Stock held by all Accepting Wavetek Stockholders desiring Company pursuant to acquire a portion of the Common Stock offered to the Declining Wavetek Stockholder; such proration shall be made so that Accepting Wavetek Stockholders this paragraph shall have materially changed from the right to acquire up to 100% date of the shares allocated to the Declining Wavetek Stockholder) of the Common Stock offered to the Declining Wavetek Stock- holder. If any WG Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WG STOCKHOLDER")notice, the Company shall offer to sell deliver to each other WG Stockholder that has accepted holder of then outstanding Preferred Stock an additional notice and such offer holder shall again have the rights set forth in this paragraph (and, if such holder shall have provided the Company with an "ACCEPTING WG STOCKHOLDER") Additional Shares Offer, such Accepting WG Stockholders' pro rata portion (which holder shall be a percentage equal entitled to amend such offer) in accordance with the number of shares of outstanding Common Stock held by such Accepting WG Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting WG Stockholders desiring to acquire a portion of the Common Stock offered to the Declining WG Stockholder; such proration shall be made so that Accepting WG Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining WG Stockholdertime periods set forth in this paragraph. (b) of the Common Stock offered to the Declining WG Stockholder. If any Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice, or any Accepting Wavetek Stockholder or Accepting WG Stockholder fails to accept such offer of Common Stock offered to a Declining Wavetek Stockholder or a Declining WG Stockholder, respectively, by written notice within 2 business days after its receipt of the Company's notice with respect thereto, the Company may proceed with such proposed issuance, free of any right on the part of such Stockholder or any Declining Wavetek Stockholder or Declining WG Stockholder under The rights and obligations set forth in this Section 4.4 in respect thereof. This Section 4.4 4 shall not apply to any issuances of Common Stock or Rights Additional Shares in respect of (i) warrants or options to employees pursuant to employee stock option plansacquire any common equity securities which are outstanding on the date hereof, stock purchase plan or similar benefit program or agreement, where the primary purpose is not to raise additional equity capital for the Company or (ii) as consideration for any stock option or employee benefit plan of the acquisition Company now existing or hereafter adopted by the Company Board of another business Directors or the merger of any business entity with and into the Company or any wholly owned subsidiary shareholders of the Company, (iii) any Initial Public Offering, (iv) securities of the Company issued or issuable pursuant to the Purchase Agreement or in connection with the transactions contemplated thereby, including equity securities issued or issuable as part of obtaining the funding for such transactions, (v) any merger or acquisition involving the Company which has been approved by the Board, (vi) a stock split, stock dividend or recapitalization of the Company, or (vii) any other transaction of the Company not intended primarily to raise capital. (c) The provisions of this Section 4 shall terminate upon the initial closing under an Initial Public Offering.

Certain Preemptive Rights. If(a) Except as hereinafter provided in this Section 6.3, prior to an Initial Public Offering, if after the date hereof the Company proposes to issueissue additional shares of common equity securities or securities convertible, sell, exchangeable or grant Common Stock or Rights, then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to all Stockholders of such proposed issuance. Such notice shall describe the proposed issuance and contain an offer to each of the Stockholders to sell to such Stockholder, at the same price and on the same terms and conditions as offered to the proposed purchasers, such Stockholder's pro rata portion exercisable for common equity securities (which shall be a percentage equal to the percentage of the outstanding Common Stock held by such Stockholder before such proposed issuance; PROVIDED, HOWEVER, that if the use of proceeds of such transaction shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase) of the Common Stock or Rights to be sold. If any Wavetek Stockholder fails to accept such offer, by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WAVETEK STOCKHOLDERAdditional Shares"), the Company shall offer to sell deliver to each other Wavetek Stockholder that has accepted holder of then outstanding Class C Common Shares written notice thereof, which notice shall include a general description of the terms of such offer proposed issuance of Additional Shares (an "ACCEPTING WAVETEK STOCKHOLDER") such Accepting Wavetek Stockholders' pro rata portion (which shall be a percentage equal to including the number of shares Additional Shares to be so issued), the purchase price per Additional Share to be issued and the anticipated issuance date. Within ten (10) days of outstanding Common Stock held by delivery of such Accepting Wavetek Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting Wavetek Stockholders desiring to acquire a portion of the Common Stock offered to the Declining Wavetek Stockholder; such proration shall be made so that Accepting Wavetek Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining Wavetek Stockholder) of the Common Stock offered to the Declining Wavetek Stock- holder. If any WG Stockholder fails to accept such offer notice, each holder may by written notice within 25 days after its receipt (the "Additional Shares Offer") offer to purchase in such proposed issuance up to a maximum number of the Company's Additional Shares such that immediately after the purchase of such Additional Shares by such holder, the percentage of all shares of common equity securities issued and outstanding on a fully diluted basis (assuming conversion of warrants, options and other instruments of the Company convertible into or exchangeable for common equity securities other than the Warrants or the Rights) owned by such holder shall be unchanged as a result of such issuance. Any holder who fails to provide the Company with an Additional Shares Offer within such ten (10) day period shall be deemed to have waived its right to buy any Additional Shares or otherwise to participate in such proposed issuance. If the terms of the proposed issuance of Additional Shares set forth in the notice (a "DECLINING WG STOCKHOLDER")provided by the Company pursuant to this paragraph shall have materially changed from the date of such notice, the Company shall offer to sell deliver to each other WG Stockholder that has accepted holder of then outstanding Class C Common Shares an additional notice and such offer holder shall again have the rights set forth in this paragraph (and, if such holder shall have provided the Company with an "ACCEPTING WG STOCKHOLDER") Additional Shares Offer, such Accepting WG Stockholders' pro rata portion (which holder shall be a percentage equal entitled to amend such offer) in accordance with the number of shares of outstanding Common Stock held by such Accepting WG Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting WG Stockholders desiring to acquire a portion of the Common Stock offered to the Declining WG Stockholder; such proration shall be made so that Accepting WG Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining WG Stockholdertime periods set forth in this paragraph. (b) of the Common Stock offered to the Declining WG Stockholder. If any Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice, or any Accepting Wavetek Stockholder or Accepting WG Stockholder fails to accept such offer of Common Stock offered to a Declining Wavetek Stockholder or a Declining WG Stockholder, respectively, by written notice within 2 business days after its receipt of the Company's notice with respect thereto, the Company may proceed with such proposed issuance, free of any right on the part of such Stockholder or any Declining Wavetek Stockholder or Declining WG Stockholder under The rights and obligations set forth in this Section 4.4 in respect thereof. This Section 4.4 6.3 shall not apply to any issuances of Common Stock or Rights Additional Shares in respect of (i) warrants or options to employees pursuant to employee stock option plansacquire any common equity securities which are outstanding on the date hereof or on the Closing Date, stock purchase plan or similar benefit program or agreement, where the primary purpose is not to raise additional equity capital for the Company or (ii) as consideration for any stock option or employee benefit plan of the acquisition Company now existing or hereafter adopted by the Company Board of another business Directors or the merger of any business entity with and into the Company or any wholly owned subsidiary shareholders of the Company, (iii) any Initial Public Offering, (iv) securities of the Company issued or issuable pursuant to the this Agreement or in connection with the Warrants or Rights pursuant hereto, (v) any merger or acquisition involving the Company which has been approved by the Board, (vi) a stock dividend or recapitalization of the Company, or (vii) any acquisition or similar transaction of the Company not intended primarily to raise capital. For purposes of this Agreement, "Initial Public Offering shall mean the first underwritten public offering of Class A Common Shares by or for the account of the Company and offered on a "firm commitment" or "best efforts" basis pursuant to an offering registered under the Act on Form S-1, Form SB-1 or their equivalents.

Certain Preemptive Rights. If(a) Except as hereinafter provided in this Section 6.2, prior to an Initial Public Offering, if after the date hereof the Company proposes to issueissue additional shares of common equity securities or securities convertible, sell, exchangeable or grant Common Stock or Rights, then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to all Stockholders of such proposed issuance. Such notice shall describe the proposed issuance and contain an offer to each of the Stockholders to sell to such Stockholder, at the same price and on the same terms and conditions as offered to the proposed purchasers, such Stockholder's pro rata portion exercisable for common equity securities (which shall be a percentage equal to the percentage of the outstanding Common Stock held by such Stockholder before such proposed issuance; PROVIDED, HOWEVER, that if the use of proceeds of such transaction shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase) of the Common Stock or Rights to be sold. If any Wavetek Stockholder fails to accept such offer, by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WAVETEK STOCKHOLDERAdditional Shares"), the Company shall offer to sell deliver to each other Wavetek Stockholder that has accepted holder of then outstanding Class C Common Shares written notice thereof, which notice shall include a general description of the terms of such offer proposed issuance of Additional Shares (an "ACCEPTING WAVETEK STOCKHOLDER") such Accepting Wavetek Stockholders' pro rata portion (which shall be a percentage equal to including the number of shares Additional Shares to be so issued), the purchase price per Additional Share to be issued and the anticipated issuance date. Within ten (10) days of outstanding Common Stock held by delivery of such Accepting Wavetek Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting Wavetek Stockholders desiring to acquire a portion of the Common Stock offered to the Declining Wavetek Stockholder; such proration shall be made so that Accepting Wavetek Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining Wavetek Stockholder) of the Common Stock offered to the Declining Wavetek Stock- holder. If any WG Stockholder fails to accept such offer notice, each holder may by written notice within 25 days after its receipt (the "Additional Shares Offer") offer to purchase in such proposed issuance up to a maximum number of the Company's Additional Shares such that immediately after the purchase of such Additional Shares by such holder, the percentage of all shares of common equity securities issued and outstanding on a fully diluted basis (assuming conversion of warrants, options and other instruments of the Company convertible into or exchangeable for common equity securities other than the Warrants or the Rights) owned by such holder shall be unchanged as a result of such issuance. Any holder who fails to provide the Company with an Additional Shares Offer within such ten (10) day period shall be deemed to have waived its right to buy any Additional Shares or otherwise to participate in such proposed issuance. If the terms of the proposed issuance of Additional Shares set forth in the notice (a "DECLINING WG STOCKHOLDER")provided by the Company pursuant to this paragraph shall have materially changed from the date of such notice, the Company shall offer to sell deliver to each other WG Stockholder that has accepted holder of then outstanding Class C Common Shares an additional notice and such offer holder shall again have the rights set forth in this paragraph (and, if such holder shall have provided the Company with an "ACCEPTING WG STOCKHOLDER") Additional Shares Offer, such Accepting WG Stockholders' pro rata portion (which holder shall be a percentage equal entitled to amend such offer) in accordance with the number of shares of outstanding Common Stock held by such Accepting WG Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting WG Stockholders desiring to acquire a portion of the Common Stock offered to the Declining WG Stockholder; such proration shall be made so that Accepting WG Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining WG Stockholdertime periods set forth in this paragraph. (b) of the Common Stock offered to the Declining WG Stockholder. If any Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice, or any Accepting Wavetek Stockholder or Accepting WG Stockholder fails to accept such offer of Common Stock offered to a Declining Wavetek Stockholder or a Declining WG Stockholder, respectively, by written notice within 2 business days after its receipt of the Company's notice with respect thereto, the Company may proceed with such proposed issuance, free of any right on the part of such Stockholder or any Declining Wavetek Stockholder or Declining WG Stockholder under The rights and obligations set forth in this Section 4.4 in respect thereof. This Section 4.4 6.2 shall not apply to any issuances of Common Stock or Rights Additional Shares in respect of (i) warrants or options to employees pursuant to employee stock option plansacquire any common equity securities which are outstanding on the date hereof or on the Closing Date, stock purchase plan or similar benefit program or agreement, where the primary purpose is not to raise additional equity capital for the Company or (ii) as consideration for any stock option or employee benefit plan of the acquisition Company now existing or hereafter adopted by the Company Board of another business Directors or the merger of any business entity with and into the Company or any wholly owned subsidiary shareholders of the Company, (iii) any Initial Public Offering, (iv) securities of the Company issued or issuable pursuant to the this Agreement or in connection with the Warrants or Rights pursuant hereto, (v) any merger or acquisition involving the Company which has been approved by the Board, (vi) a stock split, stock dividend or recapitalization of the Company, or (vii) any acquisition or similar transaction of the Company not intended primarily to raise capital. For purposes of this Agreement, "Initial Public Offering" shall mean the first underwritten public offering of Class A Common Shares by or for the account of the Company and offered on a "firm commitment" or "best efforts" basis pursuant to an offering registered under the Act on Form S1, Form SB-1 or their equivalents.