Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. Except as otherwise provided in Section 8.04, if either party (the "Selling Party") desires to Transfer all or any part of its Interest, the other party (the "Remaining Party") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.03: (a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party; (b) if the Remaining Party does not so elect within the period provided for in Section 8.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a); and (c) if the Selling Party fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.03.

Pre-Emptive Right. Except as otherwise provided in Section 8.049.04, if either party (the "“Selling Party"”) desires to Transfer all or any part of its Interest, the other party (the "“Remaining Party"”) shall have a pre-emptive right to acquire such Interest as provided in this Section 8.039.03: (a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party; (b) if the Remaining Party does not so elect within the period provided for in Section 8.03(a9.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a9.03(a); and (c) if the Selling Party fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b9.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.039.03.

Pre-Emptive Right. Except as otherwise provided in Section 8.0415.4, if either party (the "Selling Party") a Participant desires to Transfer all or any part of its InterestParticipating Interest or the Net Profits Royalty, the other party (the "Remaining Party") Participant shall have a pre-pre- emptive right to acquire such Interest interests as provided in this Section 8.0315.3: (a) if the Selling Party a Participant intends to Transfer all or any of its InterestParticipating Interest or the Net Profits Royalty, it shall promptly notify the Remaining Party other Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party Participant desiring to sell may propose terms of a sale that may be offered to a prospective purchaser. If if the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party other Participant shall have 30 days from the date such notice is delivered to notify the Selling Party transferring Participant whether it elects to acquire the offered interest for the same consideration consideration, or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party other Participant so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Partytransferring Participant; (b) if the Remaining Party other Participant does not so elect within the period provided for in Section 8.03(a15.3(a), the Selling Party transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party other Participant in the notice required in Section 8.03(a15.3(a); and (c) if the Selling Party transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b15.3(b), the pre-emptive right of the Remaining Party other Participant in such offered Interest interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0315.3.

Pre-Emptive Right. Except as otherwise provided in Section 8.04, if either party (the "Selling Party") If a Participant desires to Transfer all or any part of its Participating Interest, the other party (the "Remaining Party") Participant shall have a pre-emptive right to acquire such Interest interests as provided in this Section 8.0315.3: (a) if a Participant (the “Selling Party Party”) intends to Transfer all or any of its Interest, it Participating Interest shall promptly notify the Remaining other Party (the “Other Party”) of its intentions. The notice shall Notice must state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall Notice must describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Other Party shall have 30 45 days from the date such notice Notice is delivered to notify the Selling Party whether it elects to acquire the offered interest in its entirety for the same consideration consideration, or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the noticeNotice. If the Remaining Party it does so electselect, the Parties shall consummate the Transfer shall be consummated promptly after notice Notice of such election is delivered to the Selling Party; (b) if the Remaining Other Party does not so elect within the period provided for in Section 8.03(a15.3(a), the Selling Party shall have has 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable to it than those offered by it to the Remaining Other Party in the notice Notice required in Section 8.03(a15.3(a); and (c) if the Selling Party fails to consummate the Transfer to a third party within the period and in accordance with the requirements set forth in Section 8.03(b15.3(b), the pre-pre- emptive right of the Remaining Other Party in such offered Interest shall be deemed to be interest is revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with interest is subject to all of the procedures set forth in this Section 8.0315.3.

Pre-Emptive Right. Except as otherwise provided in Section 8.0414.04, if either party Participant (the "Selling PartyParticipant") desires to Transfer all or any part of its Participating Interest, or its Net Smelter Return, the other party Participant (the "Remaining PartyParticipant") shall have a pre-emptive right to acquire such Interest interests as provided in this Section 8.0314.03: (a) if the Selling Party Participant intends to Transfer all or any of its Participating Interest, or its Net Smelter Return, it shall promptly notify the Remaining Party Participant of its intentions. The notice shall state the price price, which shall strictly be in cash and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party Participant may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party Participant shall have 30 days from the date such notice is delivered to notify the Selling Party Participant whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currencyconsideration, and on the same terms and conditions as set forth in the notice. If the Remaining Party Participant so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling PartyParticipant; (b) if the Remaining Party Participant does not so elect within the period provided for in Section 8.03(a14.03(a), the Selling Party Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party Participant in the notice required in Section 8.03(a14.03(a); and (c) if the Selling Party Participant fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b14.03(b), the pre-emptive right of the Remaining Party Participant in such offered Interest interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0314.03.

Pre-Emptive Right. Except as otherwise provided in Section 8.04, if either party (the "Selling Party") desires to Transfer all or any part of its Interest, the other party (the "Remaining Party") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.03: (a) if the Selling Party intends Should Pelawan wish to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state Consideration Shares comprising the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in partSurplus Pelawan Shareholding, other than monetarythe Bleed Share Entitlement, Pelawan shall submit an offer (“the notice shall describe such consideration and its monetary equivalent based Offer”) in writing to Anooraq, upon the fair market value following terms and conditions: (a) the Offer shall: (i) be in writing and delivered by Pelawan to Anooraq; (ii) be irrevocable and open for acceptance by Anooraq for a period of ten Business Days following the date of receipt of the non-monetary consideration stated Offer by Anooraq; (iii) stipulate a cash price (which shall be expressed and payable in CAD) at which Pelawan wishes to sell the offered Consideration Shares; provided that such price shall be payable free of set off or other deduction against delivery of the certificates in respect of the offered Consideration Shares in negotiable form; (iv) disclose the identity of the third party, if any, to whom Pelawan wishes to Transfer the offered Consideration Shares; and (v) not, save for the above provisions of this Section 4.04(a), be subject to any other terms or conditions except that: (A) the whole or a part only of cash or currencythe Offer may be accepted; (B) the Offer may be assigned by Anooraq to any third party; and (C) in the event that the Offer is accepted, together with information sufficient to establish delivery of the basis for such equivalence. The Remaining Party offered Consideration Shares shall have be made no later than 30 days Business Days from the date such notice is delivered of acceptance, against payment of the cash price referred to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party;Section 4.04(a)(iii). (b) if the Remaining Party does not so elect within the period provided for in Section 8.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to an Offer has been made by a third party for to Pelawan, such Offer shall be accompanied by: (i) a written memorandum setting out the consideration cash price (which shall be expressed and on payable in CAD) (the “Third Party Price”) and all other terms no less favourable than those and conditions that have been offered to Pelawan orally by it to the Remaining Party in the notice required in Section 8.03(a)such third party, if any; and (ii) a true and complete copy of any written offer made to Pelawan by such third party, if any. (c) if should Anooraq not accept the Selling Offer, then Pelawan shall be entitled within 30 days after such non-acceptance, to sell and transfer all the offered Consideration Shares (but not a part only), or any balance of such offered Consideration Shares as remain after acceptance by Anooraq of a portion of the offered Consideration Shares, but at not less than the Third Party fails Price and on conditions which are not more favourable to consummate the relevant third party than those at which Anooraq was entitled to purchase the Consideration Shares under the terms of the Offer; and (d) to the extent that Pelawan does not sell the offered Consideration Shares pursuant to the provisions of this Section 4.04, all such provisions shall again apply, mutatis mutandis, to the Transfer to a third party within the period set forth in Section 8.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.03Consideration Shares by Pelawan.

Pre-Emptive Right. Except as otherwise provided in Section 8.0411.04, if either party (the "Selling Party") desires to Transfer all or any part of its Interest, the other party (the "Remaining Party") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.0311.03: (a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price price, which shall strictly be in cash, and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currencyconsideration, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party; (ba) if the Remaining Party does not so elect within the period provided for in Section 8.03(a11.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a11.03(a); and (cb) if the Selling Party fails to consummate the Transfer to a third party within the the- - period set forth in Section 8.03(b11.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0311.03.

Pre-Emptive Right. Except (a) If one or several Parties (a "TRANSFEROR") receive(s) a Bona Fide Offer from a Third Party or a Party, which it (or they) accept(s), subject to the rights of the other Parties as otherwise provided in Section 8.04herein, if either party or addresse(s) a Bona Fide Offer to a Third Party or a Party, for all or any portion of its (their) Securities (the "Selling PartyOFFERED SECURITIES") desires to Transfer all or any part of its Interest), the Transferor shall give the President of the Board of the Company and the other party Parties hereto written notice (the "Remaining PartyTRANSFER PROPOSAL NOTICE") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.03: (a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended decision to Transfer, and shall be accompanied by together with a copy of the Bona Fide Offer, and shall offer or contract (the "TRANSFER PROPOSAL") to sell the Offered Securities to the other Shareholders which are Parties hereto (jointly referred to as the "OFFEREES"), subject to the provisions of paragraph (b) below, for salecash consideration and on the other terms contained in the Bona Fide Offer. AlternativelyIf applicable, the Selling Party may propose terms of a sale that may be offered Transfer Proposal Notice shall also contain the information needed by any Offeree to a prospective purchaserexercise its Proportional Co-Sale Right and its Tag Along Right. If the proposed transferee is a Party, (i) it shall be entitled to exercise its Pre-Emptive Right under this Section 4.2(a) as if it were an Offeree, (ii) the Transfer Proposal Notice shall indicate whether, in case of exercise by any Offeree of its Pre-Emptive Rights, the proposed transferee wishes to exercise its Pre-Emptive Rights, and (iii) if the proposed transferee so indicates that it wishes to exercise its Pre-Emptive Rights, such proposed transferee shall be considered to be an Offeree for the purposes of paragraphs (c) to (h) hereafter (with the exception of paragraphs (f) to (h)) and, for computing purposes, shall be deemed to have exercised its Pre-Emptive Right on all the Offered Securities. (b) Any Offeree that wishes to exercise its Pre-Emptive Right shall have thirty (30) days from the date of receipt of the Transfer Proposal Notice (the "TRANSFER PROPOSAL DATE") to accept the Transfer Proposal by giving written notice to the Transferor and to the President of the Board of the Company (the "NOTICE OF ACCEPTANCE"). In the Notice of Acceptance the Offeree must specify the number of Offered Securities that it wishes to purchase through exercise of its Offeree's Pre-Emptive Right and, if applicable, must indicate whether it agrees to purchase through the exercise of its Pre-Emptive Right any Securities of any Party that exercises its Proportional Co-Sale Right or its Tag Along Right. Each Notice of Acceptance shall be unconditional and irrevocable, subject to paragraph (d) below. (c) Any portion of the consideration for the intended Offered Shares to be paid in accordance with the Bona Fide Offer which is in securities listed on a regulated market where the average daily value of transactions on such security over the six (6) months preceding the Transfer isProposal Date exceeds five hundred thousand euros (EUR 500,000) (it being understood that the French Marche Libre shall not be considered as a regulated market), shall be deemed to be valued at the average closing price over the twenty (20) trading days prior to the Transfer Proposal Date. (d) If the consideration to be paid pursuant to the Bona Fide Offer is not entirely in cash or in cash and securities listed on a regulated market where the average daily amount of transactions on such security over the six (6) months preceding the Transfer Proposal Date exceeds five hundred thousand euros (EUR 500,000) (it being understood that the French Marche Libre shall not be considered as a regulated market), the Transferor shall offer to the Offerees, in whole the Transfer Proposal Notice, terms for the payment of consideration by the Offerees for the Offered Securities which are substantially equivalent in cash to those set out in the Bona Fide Offer. If the Offerees accepting the Transfer Proposal believe in good faith that the terms offered by the Transferor are not as advantageous as those offered in the Bona Fide Offer (hereinafter the "DISSENTING OFFEREES") they may reject such terms by so notifying the Transferor and the President of the Board of the Company in the Notice of Acceptance. Any Dissenting Offeree must provide notice of such rejection to all other Parties hereto. If the terms of the offer are not so rejected by any Offeree, they shall be deemed accepted all Offerees that accepted the Transfer Proposal. If any Dissenting Offeree shall so reject the fairness of the consideration proposed by the Transferor, if all Dissenting Offerees and the Transferor cannot reach an agreement on the consideration within ten (10) days of receipt of the Notice of Acceptance or in partif the Transferor does not withdraw the Transfer Proposal within ten (10) days after the expiration of the foregoing ten (10)-day period, other than monetary, then any of the Transferor or Dissenting Offerees may request by notice shall describe such consideration and its monetary equivalent based upon to the fair market others that the cash value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the noticeBona Fide Offer for all of the Offered Securities shall be determined by an expert evaluation as set forth below. Within 10 days after any such notification, the Transferor, on the one hand, and the and the Dissenting Offerees, on the other hand, shall each designate by notice to the other an expert, which shall be a first-rank investment bank with offices in Paris and with demonstrated significant experience in mergers and acquisitions in Europe and in particular in the valuation of companies in the telecommunications industry with activities in Europe. If either of the Remaining Party Transferor, on the one hand, or the Dissenting Offerees, on the other hand, shall fail to so electsdesignate such an expert, the Transfer such expert shall be consummated promptly after notice of such election is delivered designated by the Paris Tribunal de Commerce ruling in refere proceedings, without appeal, based on request by the other group, and any other Offeree that exercised its Pre-Emptive Right hereunder shall be entitled to the Selling Party; (b) if the Remaining Party does not be heard. Any expert so elect within the period provided for in Section 8.03(a), the Selling Party appointed shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a); and (c) if the Selling Party fails to consummate the Transfer to act as a third party within the meaning of article 1592 of the French Civil Code, and not as an arbitrator. The two experts shall be instructed to determine the cash value of the consideration set forth in the Bona Fide Offer based on valuation methods relevant to the Bona Fide Offer and the entity concerned, including, as applicable, the cash requirements of the relevant entity and considering the valuation method of price-per-engineer (if the relevant entity is in the telecom industry, with consideration given to the relative weight of design functions as compared to other activities of such the relevant entity and to software engineers as compared to hardware engineers) (collectively, the "VALUATION CRITERIA"). Each expert so designated shall be instructed by the appointing party to deliver its determination to all of the Transferor, the Dissenting Offerees, any other Offeree that exercised its Pre-Emptive right or its Tag-Along Right hereunder and to the Company, together with all supporting calculations and justification within fifteen (15) days after its appointment. The Parties shall cause the Company to provide to both experts all supporting documentation reasonably requested by either expert in respect of its determination and shall otherwise cooperate with the experts. The Transferor, on the one hand, shall bear the fees and expenses of the expert appointed by or on behalf of it, and the Dissenting Offerees, on the other hand, shall bear the fees and expenses of the expert appointed by or behalf of them. If the higher of the valuations of the consideration as determined by the two experts does not exceed the lower of the valuations of the consideration by an amount equal to or greater than 33% of the lower of such valuations of the consideration, then the valuation of the consideration shall be deemed to be the average of the two valuations of the consideration as determined by the two experts. If, however, the higher of the valuations of the consideration as determined by the two experts exceeds the lower of such valuations of the consideration by an amount equal to or greater than 33% of the lower of such valuations of the consideration, then the Transferor and all Offerees shall meet within ten (10) days after the receipt of the second expert evaluation in order to agree with respect to the Per Share Value. If they shall fail to so agree, a third expert shall be designated in accordance with the following paragraph. The third expert shall be appointed by the Paris Tribunal de Commerce based on the first request by any of the Transferor or the Dissenting Offerees, and shall be a first-rank investment bank with offices in Paris, with demonstrated significant experience in mergers and acquisitions in Europe and in particular in the valuation of companies in the telecommunications industry with activities in Europe and with no conflict of interest with any of the Shareholders or of the Company. The expert shall be instructed to base its determination of the valuation of the consideration on the Valuation Criteria and to deliver its determination to the Parties and the Company within fifteen (15) days after its appointment. The Parties hereto shall share equally the fees and expenses of such expert. The valuation of the consideration shall be deemed to be the average of (i) the valuation of the consideration as determined by such third expert and (ii) the valuation of the consideration determined by one of the two first experts that shall be the closest to the valuation of the consideration determined by such third expert. The cash value of the consideration for the Offered Securities as determined by the expert procedure described above shall be binding on the Dissenting Offerees and also on the other Offerees. If such cash value so determined by the expert procedure is greater than 110% of the consideration mentioned in the Transfer Proposal Notice, any Offeree that accepted the Transfer Proposal shall be entitled to decide not to pursue the purchase of the Offered Securities by giving the Transferor notice thereof in writing within ten (10) days from the date of determination of the valuation of the consideration as set forth above. In such case, if applicable, any such withdrawing Offeree shall be entitled to exercise immediately its Proportional Co-Sale Right or its Tag Along Right. The Transferor shall also be entitled not to proceed with the contemplated Transfer by giving the other Parties notice of its decision within the ten (10)-day period specified above, if the cash consideration for the Offered Securities so determined by the expert procedure is less than 90% of the cash consideration set forth determined by the Transferor in the Transfer Proposal Notice. (e) If the aggregate number of Securities that the Offerees wish to preempt pursuant to the Notices of Acceptance (taking into account, if applicable, any withdrawal by any Offeree of its Notice of Acceptance as permitted pursuant to paragraph (d) above following determination of the value of consideration in accordance with the expert procedure) is lower than the number of Offered Securities (increased, if applicable, by the Securities of any Party that exercises its Tag Along Right), this Pre-Emptive Right shall not apply. (f) In the event the Pre-Emptive Right does apply in accordance with the preceding paragraphs: (i) In the event the Transferor is an Investor, the Offered Securities (increased, if applicable, by the Securities of any Party that exercises its Tag Along Right) shall be allocated, as a first-rank right, among the Investors who exercised their Pre-Emptive Rights in accordance with Section 4.2(b) above, pro rata based on the ratio which the number of Shares held by each such Investor bears to the number of Shares held by all Investors who so exercised their Pre-Emptive Rights, but limited, for each such Investor, to the number of Securities it wished to pre-empt based on its Notice of Acceptance. The remaining Offered Securities (increased, if applicable, by the Securities of any Party that exercises its Tag Along Right), if any, shall be allocated, as a second-rank right, among those of the Founders and Remote Reward that exercised their Pre-Emptive Rights in accordance with Section 4.2(b) above, pro rata based on the ratio which the number of Shares held by each of them bears to the number of Shares held by those of them that exercised their Pre-Emptive Rights. (ii) If the Transferor is a Founder or Remote Reward (subject to Section 4.1(b) above), the Offered Securities (increased, if applicable, by the Securities of any Party that exercises its Tag Along Right) shall be allocated, as a first-rank right, among those of the Founders and Remote Reward that exercised their Pre-Emptive Rights in accordance with Section 4.2(b) above, pro rata based on the ratio which the number of Shares held by each of them bears to the number of Shares held by those of them that exercised their Pre-Emptive Rights, but limited, for each of them, to the number of Securities it wished to pre-empt based on its Notice of Acceptance. The remaining Offered Securities (increased, if applicable, by the Securities of any Party that exercised its Tag Along Right), if any, shall be allocated, as a second-rank right, among the Investors that exercised their Pre-Emptive Rights in accordance with Section 4.2(b) above, pro rata based on the ratio which the number of Shares held by each such Investor bears to the number of Shares held by all such Investors who exercised their Pre-Emptive Right. In connection with the allocation of Securities under this Section 4.2(f), Securities shall be rounded off to the closest whole number. (g) The purchase price for the Offered Securities which are to be purchased by the Offerees who accept said Transfer Proposal in accordance with this Section 4.2 shall be payable to the Transferor in cash on the later to occur of (i) sixty (60) days after the Transfer Proposal Date or (ii) in the event the value of the consideration is rejected by any Dissenting Offeree, thirty (30) days after the date on which the Transferor and the Offerees agree with respect to such consideration or such consideration is conclusively determined in accordance with the expert procedure as provided in paragraph (d) above. Unless otherwise agreed by the Transferor and the Offerees accepting the Transfer Proposal, transfer to the Offerees of title to the Offered Securities (together with, if applicable, the Securities of the Parties who exercise their Proportional Co-Sale Right or their Tag Along Right) shall take place concurrently with the payment of the price, at the registered office of the Company, during working hours. At that time, the Transferor shall deliver the share transfer order required to properly transfer the Offered Securities (together with, if applicable, the Securities of the Parties who exercise their Proportional Co-Sale Right or their Tag Along Right) to the relevant Offerees in consideration for payment of the corresponding sale price. (h) The Transferor may proceed with the transfer of the Offered Securities pursuant to the Bona Fide Offer only if the Pre Emptive Rights hereunder do not apply, in accordance with paragraph (e) above; provided, that: - the Transfer of the Offered Securities in accordance with the Bona Fide Offer occurs within thirty (30) days after the later to occur of (i) expiration of the 30-day period set forth in Section 8.03(b)4.2(b) for submitting Notices of Acceptance, where there is no Dissenting Offeree, or (ii) in the pre-emptive right event the value of the Remaining Party in consideration is rejected by any Dissenting Offeree, thirty (30) days after the date on which the Transferor and the Offerees agree with respect to such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer consideration or such Interest shall be conducted consideration is conclusively determined in accordance with all the expert procedure described in paragraph (d) above; - the necessary steps are taken by the Transferor to provide for the exercise of the procedures set forth Proportional Co-Sale Right and Tag Along Right, where applicable; and - if the transferee is not a Party, it shall have duly executed and delivered to the Parties hereto an Agreement to be Bound. (i) If the Bona Fide Offer concerns at least 95 % of the share capital of the Company on a non-diluted basis, the Parties agree that all time limits mentioned in this Section 8.03.paragraphs (a) to (h) above shall be modified as follows: - the Offerees shall have ten (10) days after the date of receipt of the Transfer Proposal Notice to e

Pre-Emptive Right. Except as otherwise provided in Section 8.0414.04, if either party Participant (the "Selling PartyParticipant") desires to Transfer all or any part of its Participating Interest, or its Net Smelter Return, the other party Participant (the "Remaining PartyParticipant") shall have a pre-emptive right to acquire such Interest interests as provided in this Section 8.0314.03: (a) if the Selling Party Participant intends to Transfer all or any of its Participating Interest, or its Net Smelter Return, it shall promptly notify the Remaining Party Participant of its intentions. The notice shall state the price price, which shall strictly be in cash and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party Participant may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party Participant shall have 30 days from the date such notice is delivered to notify the Selling Party Participant whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currencyconsideration, and on the same terms and conditions as set forth in the notice. If the Remaining Party Participant so elects, the Transfer shall shall--be consummated promptly after notice of such election is delivered to the Selling PartyParticipant; (b) if the Remaining Party Participant does not so elect within the period provided for in Section 8.03(a14.03(a), the Selling Party Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party Participant in the notice required in Section 8.03(a14.03(a); and (ca) if the Selling Party Participant fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b14.03(b), the pre-emptive right of the Remaining Party Participant in such offered Interest interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0314.03.