Common use of Procedures Clause in Contracts

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each holder Holder of record Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of shares such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the portion of the New Ownership Interest to be converted into purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by acquire such unsubscribed New Ownership Interest. Each such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Investor Units and/or Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than Units will have five (5) Business Days prior after receipt of such notice to notify the Company of its first distribution election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders. (c) Buyer (i) shall initially make available , if necessary). The issuance of any New Ownership Interest by the Company and mail required payment by the Form of Election not less Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days prior from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the anticipated Election Deadline to Holders of record as of purchasers thereof than specified in the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior Company’s notice to the Election DeadlineHolders pursuant to this Section 4.5.2. The time period between If the Company has not sold such mailing date and New Ownership Interest within one hundred eighty (180) days following the Election Deadline is referred notice provided pursuant to herein as Section 4.5.2, the “Election Period”. (d) Any Election shall have been made properly only if Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included Holders in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinemanner provided above.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with Not later than 30 calendar days after the provisions date of this acceptance of the Hull 2575 by Standard Marine, KNOT shall notify the Board and offer the Board the opportunity to cause any Partnership Group Member to purchase the Hull 2575 Interests for fair market value pursuant to Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election10.1(a). (b) Buyer If a Partnership Group Member decides to exercise the option to purchase the Hull 2575 Interests, it will provide, within 24 months of receipt of notice pursuant to Section 10.2(a), written notice to KNOT of such exercise, the fair market value it proposes to pay for the Hull 2575 Interests, and the other material terms of the purchase. The decision to purchase the Hull 2575 Interests, the fair market value to be paid for the Hull 2575 Interests, and the other terms of the purchase shall prepare be approved by the Conflicts Committee. If the Partnership Group Member and KNOT are unable to agree on the fair market value of the Hull 2575 Interests and/or the other material terms, the Partnership Group Member and KNOT shall engage a form reasonably acceptable mutually-agreed-upon investment banking firm, ship broker or other expert advisor to Companydetermine the fair market value of the Hull 2575 Interests and/or the other material terms on which the Partnership Group Member and KNOT are unable to agree. In determining the fair market value of the Hull 2575 Interests and/or the other material terms on which the Hull 2575 Interests are to be sold, including appropriate the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and customary transmittal materials in such form as purchase values and terms for the offer submitted by the Partnership Group Member and KNOT, respectively, and to all information prepared by Buyer or on behalf of the Partnership Group Member and KNOT with respect to the Hull 2575 Interests and reasonably acceptable requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Hull 2575 Interests and/or the other terms on which the Partnership Group Member and KNOT are unable to Company (agree within 30 calendar days of its engagement and furnish the “Form Partnership Group Member and KNOT its determination. The fees and expenses of Election”)the investment banking firm, so ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and KNOT. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to permit Holders to exercise their right to make an Electionpurchase the Hull 2575 Interests for the fair market value and on the other terms determined by the investment banking firm, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holdersship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (c) Buyer If a Partnership Group Member chooses to exercise its option to purchase the Hull 2575 Interests under Section 10.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Hull 2575 Interests pursuant to which KNOT shall be obligated to sell the Hull 2575 Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Hull 2575 Interests from KNOT. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and KNOT agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article XIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Hull 2575 and occurring before the date of acquisition of the Hull 2575 Interests by the Partnership Group Member; provided, however, that the remaining term of any such indemnification with respect to the Hull 2575 shall initially make available and mail the Form of Election be deemed to be not less than twenty three years from the closing date of the acquisition of the Hull 2575 Interests by the Partnership Group Member; (20iii) Business Days prior KNOT will provide customary representations and warranties with respect to title to the anticipated Election Deadline Hull 2575 Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) KNOT will grant to Holders of record as the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Business Day prior Hull 2575 as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Hull 2575 or interfere with the activities of the KNOT Entities or Standard Marine thereon and so long as the Partnership Group Member has furnished KNOT with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts terminate its obligation to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to purchase the Election Deadline. The time period between such mailing date Hull 2575 under this Article X and the Election Deadline is related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iii) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither KNOT nor the applicable Partnership Group Member shall have any obligation to sell or buy the Hull 2575 if any of the consents referred to herein as the “Election Period”in Section 10.1(b) above have not been obtained. (d) Any Election shall If a Partnership Group Member chooses or is deemed to have been made properly only if chosen not to exercise its option to purchase the Exchange Agent shall have received, during Hull 2575 Interests at the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance price determined by the partiesinvestment banking firm, “Election Deadline” means 5:00 p.m. local time (in ship broker or other expert advisor under Section 10.2(b), all future rights to purchase the city in which Hull 2575 Interests by the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlinePartnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Rights Holder shall have twenty (20) days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of record notice, to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of Company Common Stock (a) CMRE and Company Restricted Stock Awards (as defined below) York shall, at any time and from time to be converted into time within the New Build Interest Option Period, notify the General Partner and offer the General Partner the right to receive cause any Partnership Group Member to purchase the Per Share Cash Consideration and/or Hull NCP0113 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Interests, Hull S2121 Interests, Hull S2122 Interests, Hull S2123 Interests, Hull S2124 Interests and Hull S2125 Interests, as applicable (the Stock Consideration in accordance with“Applicable New Build Interests” and the applicable containership vessel, and subject to, Section 2.01(a) (a the “HolderApplicable New Build Vessel”) for fair market value pursuant to Section 7.1(a); provided, however that, during the relevant New Build Interest Option Period, CMRE and York will be subject to such requirement to provide notice and offer the Applicable New Build Vessel Interests only if, at the time of such notice and offer, the Applicable New Build Vessel constitutes a Five-Year Vessel; provided, further that if, at the end of the New Build Interest Option Period, any Applicable New Build Vessel constitutes a Five-Year Vessel and CMRE and York have not previously notified the General Partner and offered the General Partner the right to cause any Partnership Group Member to purchase the relevant Applicable New Build Vessel Interests, the Partnership Group shall have the right, subject right to purchase the limitations set forth in this Article II relevant Applicable New Build Vessel Interests at the end of the New Build Interest Option Period and except as otherwise may be agreed by such Holder CMRE and Buyer, to submit an election in accordance with York shall at that time offer the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Electionrelevant Applicable New Build Vessel Interests. (b) Buyer shall prepare If the General Partner decides to exercise the option for a form reasonably acceptable Partnership Group Member to Companypurchase the Applicable New Build Interests, including appropriate it will provide, within 10 business days of receipt of notice and customary transmittal materials in offer to purchase pursuant to Section 7.2(a) (or of the last day of the New Build Interest Option Period, if the last proviso of Section 7.2(a) applies), written notice to CMRE and York of such form as prepared by Buyer exercise and reasonably acceptable the fair market value it proposes to Company pay for the Applicable New Build Interests (the “Form of ElectionNew Build Option Exercise Notice”). The decision to purchase the Applicable New Build Interests subject to the New Build Option Exercise Notice and the fair market value to be paid for the Applicable New Build Interests subject to the New Build Option Exercise Notice shall be initiated and proposed by Management but shall be subject to approval by the Conflicts Committee. If the Partnership Group Member, so as York and CMRE are unable to permit Holders agree on the fair market value of the Applicable New Build Interests that are subject to exercise their right the New Build Option Exercise Notice and the unspecified terms of the New Build Option Exercise Notice during the 30-day period (the “New Build Option Exercise Period”) after receipt by CMRE of the New Build Option Exercise Notice, the General Partner shall appoint a Shipbroker prior to make an Electionthe fifth business day following the end of the New Build Option Exercise Period to determine the fair market value of the Applicable New Build Interests and/or the unspecified terms on which the Partnership Group Member and CMRE are unable to agree. Unless otherwise agreed by the parties, the consideration shall be 100% cash. In determining the fair market value of the Applicable New Build Interests and/or the unspecified terms on which the Applicable New Build Interests are to be sold, the Shipbroker will have access to the proposed sale and purchase values and terms for the New Build Option Exercise Notice submitted by the Partnership Group Member, York and CMRE, respectively, and to all information prepared by or on behalf of the Partnership Group Member, York and CMRE with respect to the Applicable New Build Interests and reasonably requested by such Shipbroker. Such Shipbroker shall make be required to determine the fair market value of the Applicable New Build Interests and/or the unspecified terms on which the Partnership Group Member, York and CMRE are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member, York and CMRE its determination. The fees and expenses of the Shipbroker will be divided equally between the Partnership Group Member, York and CMRE. Upon receipt of such form available determination, the Partnership Group Member will have the option, but not the obligation to Company purchase the Applicable New Build Interests for review not less than five (5) Business Days prior to its first distribution to Holdersthe fair market value and on the other terms determined by the Shipbroker, as soon as commercially practicable after such determinations have been made. (c) Buyer (i) If the General Partner chooses to exercise the option for a Partnership Group Member to purchase the Applicable New Build Interests under Section 7.2(b), the applicable parties shall initially make available enter into a purchase and mail sale agreement for the Form purchase and sale of Election not less than twenty (20) Business Days prior the Applicable New Build Interests substantially in the form of the agreement attached hereto as Annex A. Pursuant to such purchase and sale agreement, CMRE shall be obligated to sell the Applicable New Build Interests to the anticipated Election Deadline Partnership Group Member and the Partnership Group Member shall be obligated to Holders of record as purchase the Applicable New Build Interests from CMRE. The MLP, York and CMRE agree to and accept the terms of the Business Day prior to such mailing dateform of the purchase agreement attached hereto as Annex A, and (ii) following such mailing date, terms shall use all reasonable efforts to make available as promptly as possible a Form of Election apply to any shareholder or holder purchase and sale of Company Restricted Stock Awards who requests such Form of Election prior the New Build Interests pursuant to this Article VII, except to the Election Deadline. The time period between such mailing date and extent otherwise mutually agreed by the Election Deadline is referred to herein as the “Election Period”applicable Parties. (d) Any Election shall have been made properly only If the General Partner notifies CMRE and York that it chooses not to exercise the option for a Partnership Group Member to purchase the Applicable New Build Interests at the price determined by the Shipbroker under Section 7.1(b), all future rights to purchase the Applicable New Build Interests by the Partnership Group will be extinguished. If the General Partner (i) does not provide CMRE and York with a New Build Option Exercise Notice within 10 business days of receipt of notice and offer to purchase pursuant to Section 7.2(a) (or of the last day of the New Build Interest Option Period, if the Exchange Agent last proviso of Section 7.2(a) applies), the General Partner shall be deemed to have received, during chosen not to exercise the Election Period, option for a Form of Election properly completed and signed Partnership Group Member to purchase the Applicable New Build Interest in accordance with this paragraph (including duly executed transmittal materials included in the Form of Electiond) and accompanied by any Old Certificates representing all certificated shares future rights to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in purchase the United States. As used herein, unless otherwise agreed in advance Applicable New Build Interests by the parties, “Election Deadline” means 5:00 p.m. local time Partnership Group will be extinguished (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable subject to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineany purchase rights that may arise under Article V).

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Rights Holder shall have ten (10) days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of record notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior days after receiving the Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is an investment fund to any of its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as partners, members or any affiliated fund or entity of the Business Day prior to such mailing dateHolder (including, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Periodwithout limitation, a Form of Election properly completed and signed (including duly executed transmittal materials included in fund or entity managed by the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates same manager or managing member or general partner or management company or by an appropriate customary guarantee of delivery of entity controlling, controlled by, or under common control with such Old Certificatesmanager or managing member or general partner or management company (such a fund or entity, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, an “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineAffiliated Fund”).

Procedures. Each holder If a Tag-Along Seller is participating in a Tag-Along Sale, at least 15 days before the proposed date thereof, the Issuer shall provide each Holder of record Warrants or Warrant Stock with written notice of such Tag-Along Sale setting forth in reasonable detail the consideration per share to be paid by the transferee, the number of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into sold and the right other terms and conditions of the Tag-Along Sale. Each Holder of Warrants or Warrant Stock wishing to receive participate in the Per Share Cash Consideration and/or the Stock Consideration in accordance with, Tag-Along Sale shall provide written notice to such Tag-Along Seller and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations Issuer within 15 days of the date the notice specified in the preceding sentence is received by such Holder. Such notice shall set forth the number (on an aggregate basis) of then exercisable Warrants and shares of Warrant Stock, if any, such holder elects to include in this Article II and except as otherwise may be agreed by such Holder and Buyerthe Tag-Along Sale. If a Holder, or Holders, of Warrants or Warrant Stock has elected to participate in a Tag-Along Sale, the Tag-Along Seller shall reduce, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) extent necessary, the number of shares of Company Common Stock owned by that it is entitled to sell in the Tag-Along Sale to permit the Holder, or Holders, of Warrants or Warrant Stock to participate in the Tag-Along Sale and the Holder, or Holders, of Warrant or Warrant Stock so electing shall sell such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares identified in its notice to the Tag-Along Seller. If such notice is not received from a Holder within the 15-day period specified above, the Tag-Along Seller shall have the right to sell or otherwise transfer the shares of Company Common Stock owned to the proposed transferee without any participation by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to CompanyHolder, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer but only (i) shall initially make available on the terms and mail conditions stated in the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing datenotice, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates sale or by an appropriate customary guarantee of delivery transfer of such Old Certificates, as set forth in shares of Common Stock is consummated not later than 60 days after the end of such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline-day period specified above.

Procedures. Each holder of record of shares of In the event that a Company Common Stock and Company Restricted Stock Awards (as defined below) Group Member enters an agreement to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration acquire or charter-in any Capesize Vessel in accordance withwith Section 2.1, and subject tothen as soon as practicable or in any event not later than 3 calendar days after entering an agreement that sets forth the terms upon which it would acquire or charter-in such Capesize Vessel, Section 2.01(a) such Company Group Member (a the “HolderAcquiring Party”) shall have notify the rightParent in writing and offer the Parent (the “Offeree”) the opportunity for any Parent Group Member to purchase or charter-in such Capesize Vessel (the “Offered Asset”), subject on terms no less favorable than those offered to or by the Company Group Member, as applicable, plus any applicable Break-up Costs (the “Offer”). The Offer shall set forth the Acquiring Party’s proposed terms relating to the limitations set forth purchase or charter-in this Article II of the Offered Asset by the applicable Parent Group Member, including any liabilities to be assumed by the applicable Parent Group Member as part of the Offer. As soon as practicable after the Offer is made, the Acquiring Party will deliver to the Offeree all information prepared by or on behalf of or in the possession of such Acquiring Party relating to the Offered Asset and except reasonably requested by the Offeree. The decision to purchase or charter-in the applicable Offered Asset, the purchase price or charter hire to be paid and the charter period for the applicable Offered Asset, and the other terms of the purchase or charter shall be approved by the independent directors of the Board and recommended to the Board for approval. As soon as otherwise may be agreed by such Holder and Buyerpracticable, but in any event, within 5 calendar days after receipt of the Offer with respect to submit an election a single vessel transaction, or a period of 14 calendar days with respect to a multi-vessel transaction, the Offeree shall notify the Acquiring Party in accordance with the following procedureswriting that either: (a) Each Holder may specify The Board has elected not to cause a Parent Group Member to purchase or charter-in a request made such Offered Asset, in accordance with which event the provisions Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement, be forever free to continue to own, operate, charter-in or charter-out such Offered Asset, provided that the Parent shall retain the right of first refusal for such Capesize Vessel or Vessels in Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) 2.1 with respect to which such Holder desires to make any purchase option under a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Electioncharter.; or (b) Buyer shall prepare The Board has elected to cause a form reasonably acceptable Parent Group Member to Company, including appropriate and customary transmittal materials in purchase such form as prepared Offered Asset. After receipt by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as Acquiring Party of the Business Day prior Board’s election to cause a Parent Group Member to purchase the Offered Asset, the Board shall cause such mailing date, and (ii) following such mailing date, shall use all reasonable efforts Parent Group Member to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to purchase the Election Deadline. The time period between such mailing date and Offered Asset on the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as terms set forth in the Offer as soon as commercially practicable after such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineagreement has been reached.

Procedures. Each holder Any Investor who does not exercise its respective rights of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) first refusal shall have the right, subject exercisable upon delivery of a written notice to the limitations set forth Selling Shareholder, with a copy to the Company, within twenty (20) Business Days after the date of the Transfer Notice (the “First Co-Sale Period”), to participate in this Article II the sale of any Transfer Shares to the extent of such Investor’s Pro Rata Co-Sale Share at the same price and except upon the same terms and conditions indicated in the Transfer Notice. A failure by any Investor to respond within such prescribed period shall constitute a decision by such Investor not to exercise its right of co-sale as otherwise provided herein. To the extent that any Investor does not exercise its right of co-sale to the full extent to sell such Investor’s Pro Rata Co-Sale Share, the Selling Shareholder shall deliver written notice thereof (the “Second Co-Sale Notice”), within two (2) days after the expiration of the First Co-Sale Period, to each Investor that elected to the full extent to sell such Investor’s Pro Rata Co-Sale Share (the “Co-Sale Holder”). Each Co-Sale Holder shall have ten (10) Business Days from the date of the Second Co-Sale Notice (the “Second Co-Sale Period”) to notify the Selling Shareholder of its desire to participate in the sale for more than its Pro Rata Co-Sale Share, stating the number of the additional shares it proposes to co-sell. Such notice may be agreed made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such Holder and Buyerover-allotment exceeds the total number of the remaining shares available for co-sale (for the avoidance of any doubt, the total number of the remaining shares available for co-sale shall mean the remaining Pro Rata Co-Sale Share of all the Investors after the First Co-Sale Period), the over-allotment Co-Sale Holders will be cut back or limited by the Selling Shareholder with respect to submit an election in accordance with their over-allotment to that number of remaining shares equal to the following procedures: lesser of (a) Each Holder may specify in a request made in accordance with the provisions number of this Section 2.05 the additional shares it proposes to co-sell; and (herein called an “Election”b) the product obtained by multiplying (i) the number of the remaining shares of Company Common Stock owned available for co-sale by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) a fraction the numerator of which is the number of shares Class A Ordinary Shares (on an as converted basis) held by each over-allotment Co-Sale Holder and the denominator of Company Common Stock owned which is the total number of Class A Ordinary Shares held by such Holder the Selling Shareholder plus the total number of Class A Ordinary Shares (on an as converted basis) held by all the over-allotment Co-Sale Holders, on an as converted basis. To the extent one (1) or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as more of the Business Day prior to Investors exercise such mailing dateright of co-sale in accordance with the terms and conditions set forth below, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form the number of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to Transfer Shares that the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included Selling Shareholder may sell in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties transaction shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinebe correspondingly reduced.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Major Investor a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Major Investor shall have thirty (30) days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of record notice, to agree in writing to purchase such Major Investor’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Major Investor’s Pro Rata Share). If any Major Investor fails to so agree in writing within such thirty (30) day period to purchase such Major Investor’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Major Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase all (or any part) of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior according to the anticipated Election Deadline to Holders of record as relative Pro Rata Shares of the Business Day prior Purchasing Holders electing to purchase such mailing dateoverallotment shares, and at any time within ten (ii10) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on days after the date which the parties shall agree Overallotment Notice is as near as practicable effective pursuant to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineSection 6.1.

Procedures. (i) Subject to clause (ii) below, each Elective Exchange of a LAZ-MD Class II Interest shall be effected in accordance with Section 7.4 of the LAZ-MD Operating Agreement and Section 7.05(a) of the New Lazard Group Operating Agreement, and each Elective Exchange of a Lazard Group MD Common Interest shall be effected in accordance with Section 7.05(b) of the New Lazard Group Operating Agreement. (ii) Except as otherwise provided in this clause (ii), each Exchangeable MD Member who shall be entitled to make an Elective Exchange and desires to exchange such member’s Exchangeable Interest (or portion thereof) so exchangeable (an “Electing Member”) shall prepare and deliver to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B a written request signed by such Electing Member (A) stating the amount of Units underlying the Exchangeable Interest that such Electing Member desires to exchange, (B) stating whether the Electing Member shall elect to have such exchange consummated on the Applicable Exchange Date or the date immediately prior to the date of effectiveness of any registration statement of Lazard Ltd that Lazard Ltd may file in order to register the sale by the Electing Member of the shares of Lazard Ltd Common Stock to be issued in such exchange to such Electing Member (such date, the “Registration Exchange Date”, and the date selected by the Exchanging Member, the “Exchange Effective Date”), and (C) certifying that such Electing Member is entitled to exchange the portion of the Exchangeable Interest that such member desires to exchange and that such Electing Member is the beneficial owner of such Exchangeable Interest (each such request, an “Exchange Request”). A properly completed Exchange Request must be delivered to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B not less than 60 days or more than 90 days prior to the anniversary date on which such Electing Member desires to effect the Exchanges in accordance with this Section. Each of Lazard Ltd Sub A and Lazard Ltd Sub B shall have the right to determine whether any Exchange Request is proper or to waive any infraction of these procedures. Once delivered, an Exchange Request shall be irrevocable. (iii) Each Elective Exchange shall be consummated effective as of the close of Lazard Ltd’s business on the applicable Exchange Effective Date (such time, the “Elective Exchange Effective Time”), and the Electing Member shall be deemed to have become the holder of record of the applicable shares of Company Lazard Ltd Common Stock and Company Restricted Stock Awards at such Elective Exchange Effective Time (or, in the case of an Electing Member who is an Electing LAZ-MD Exchange Member (as defined belowin the LAZ-MD Operating Agreement), at the time of receipt of such shares of Lazard Ltd Common Stock) to be converted into and all rights of the right to receive Electing Member in respect of the Per Share Cash Consideration and/or portion of the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Exchangeable Interest so exchanged shall have terminate at such Elective Exchange Effective Time. In the right, subject to event that an Electing Member shall select the limitations set forth in this Article II and except Registration Exchange Date as otherwise may be agreed by such Holder and Buyer, to submit an election the Exchange Effective Date in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and clause (ii) above, such Elective Exchange shall be null and void (and such Electing Member shall continue to hold the number of shares of Company Common Stock owned applicable Exchangeable Interest) in the event that the applicable registration statement shall be abandoned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days Lazard Ltd prior to its first distribution to Holderseffectiveness. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record New Securities (in a single transaction or a series of shares related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company Common Stock and Company Restricted Stock Awards (as defined below) proposes to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) issue such New Securities. The Participation Rights Holders shall have 20 calendar days, from the rightdate (the "Dispatch Date") that is the latest date of receipt of the Participation Notice by any of the Series A Preferred Holders, subject i-Hatch, or General Atlantic, to agree in writing to purchase the Participation Rights Holders' Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Participation Notice by giving written notice to the limitations set forth in this Article II Company and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) stating therein (i) the number quantity of shares of Company Common Stock owned by such Holder New Securities to be purchased (or subject not to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) exceed the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”Participation Rights Holder's Pro Rata Share), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing dateadditional quantity of New Securities the Participation Rights Holder desires to purchase should any other Participation Rights Holder fail to elect to purchase its entire Pro Rata Share. If a Participation Rights Holder fails to so agree in writing within such 20 calendar days to purchase such Participation Rights Holder's full Pro Rata Share of an offering of New Securities, then the Participation Rights Holder shall use all reasonable efforts forfeit the right hereunder to make available as promptly as possible a Form purchase that part of Election its Pro Rata Share of such New Securities that it did not so agree to any shareholder purchase and such forfeiting Participation Rights Holder's Pro Rata Share (or holder portion thereof) may instead be subscribed for by the other Participation Rights Holders that elected to subscribe for amounts in excess of Company Restricted Stock Awards who requests their Pro Rata Share (such Form of Election prior forfeited amount to be divided among them in accordance with their relative Pro Rata Shares up to the Election Deadlineamount for which they indicated a willingness to oversubscribe). The time period between such mailing date and Each Participation Rights Holder shall purchase the Election Deadline is referred to herein as portion it has elected concurrently with the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office closing of the Exchange Agent is located) on transaction triggering the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each Right of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineParticipation.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) Any holder or holders electing a Repurchase Option pursuant to Section 16(a) shall give written notice of such election (the "Repurchase Notice") to the Company. The Repurchase Notice shall include the name of the holders electing the Repurchase Option (the "Electing Holders") and the number of shares of (by holder) that the Company Common Stock owned by such Holder (or subject shall be required at that time to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and repurchase. (ii) Within five Business Days of its receipt of the number Repurchase Notice, the Company shall give written notice to each Electing Holder of the Company's choice of an Independent Financial Expert to prepare the Value Report. Within five Business Days after the date of this notice, Electing Holders owning a majority of the shares of identified in the Repurchase Notice shall notify the Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company writing (the “Form "Holders' IFE Notice") of Election”)their approval or disapproval of the Company's initial choice of Independent Financial Expert and, so in the event of disapproval, such holders shall propose an alternative firm as Independent Financial Expert. Within two Business Days after its receipt of the Holders' IFE Notice, the Company shall notify the Electing Holders of its approval or disapproval of their selection. If the Company does not accept the Independent Financial Expert chosen by the Electing Holders, then the two Independent Financial Experts previously selected pursuant to permit this section shall promptly be requested by the Company and the Electing Holders to exercise their right jointly select a firm to make an Electionact as Independent Financial Expert to prepare the Value Report. Their joint selection, which shall be made within five Business Days, shall be final and shall make such form available to binding upon both the Company for review not less than five (5) Business Days prior to its first distribution to and the Electing Holders. (ciii) Buyer (i) The Company shall initially make available consult and mail cooperate with the Form of Election not less than twenty (20) Business Days prior selected Independent Financial Expert to facilitate the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of final delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing its Value Report no later than sixty calendar days after the date of the Election Deadline not more than fifteen Repurchase Notice. The Value Report shall be final and binding upon both the Company and the Electing Holders. (15iv) Business Days before, and at least five (5) Business Days prior to, The Company shall pay the Election DeadlineRepurchase Price in immediately available funds to the holder or holders electing the Repurchase Option within sixty calendar days of the delivery of the Value Report.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in If a request made in accordance with Partnership Group Member decides to exercise the provisions option to purchase the Golar Freeze Interests, it will provide written notice to Golar LNG of this Section 2.05 (herein called an “Election”) (i) such exercise, the number fair market value it proposes to pay for the Golar Freeze Interests, and the other material terms of shares the purchase. The decision to purchase the Golar Freeze Interests, the fair market value to be paid for the Golar Freeze Interests, and the other terms of Company Common Stock owned the purchase shall be approved by such Holder (the Conflicts Committee. If the Partnership Group Member and Golar LNG are unable to agree on the fair market value of the Golar Freeze Interests and/or the other material terms, the Partnership Group Member and Golar LNG shall engage a mutually-agreed-upon investment banking firm, ship broker or subject other expert advisor to such Company Restricted Stock Awards) determine the fair market value of the Golar Freeze Interests and/or the other material terms on which the Partnership Group Member and ▇▇▇▇▇ ▇▇▇ are unable to agree. In determining the fair market value of the Golar Freeze Interests and/or the other material terms on which the Golar Freeze Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and Golar LNG, respectively, and to all information prepared by or on behalf of the Partnership Group Member and Golar LNG with respect to which such Holder desires to make a Stock Election the Golar Freeze Interests and (ii) the number of shares of Company Common Stock owned reasonably requested by such Holder (investment banking firm, ship broker or subject other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Golar Freeze Interests and/or the other terms on which the Partnership Group Member and Golar LNG are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and Golar LNG its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and Golar LNG. Upon receipt of such Company Restricted Stock Awards) with respect determination, the Partnership Group Member will have the option, but not the obligation in to which such Holder desires to make a Cash Electionpurchase the Golar Freeze Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (b) Buyer shall prepare If a form reasonably acceptable Partnership Group Member chooses to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable exercise its option to Company (purchase the “Form of Election”Golar Freeze Interests under Section 6.2(a), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Golar Freeze Interests pursuant to which Golar LNG shall be obligated to sell the Golar Freeze Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Golar Freeze Interests from Golar LNG. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and Golar LNG agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article VIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Golar Freeze and occurring before the date of acquisition of the Golar Freeze Interests by the Partnership Group Member; (iii) Golar LNG will provide customary representations and warranties with respect to title to the Golar Freeze Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) Golar LNG will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Golar Freeze as the Partnership Group Member may deem desirable, so long as to permit Holders to exercise their such surveys, tests or inspections do not damage the Golar Freeze or interfere with the activities of the Golar LNG Entities or DUSUP thereon and so long as the Partnership Group Member has furnished Golar LNG with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to make an Electionterminate its obligation to purchase the Golar Freeze under this Article VI and the related purchase and sale agreement if the results of any searches, and surveys, tests or inspections conducted pursuant to paragraph (iv) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither Golar LNG nor the applicable Partnership Group Member shall make such form available have any obligation to Company for review sell or buy the Golar Freeze if any of the consents referred to in Section 6.1(b) above have not less than five (5) Business Days prior to its first distribution to Holdersbeen obtained. (c) Buyer (i) shall initially make available and mail If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Form of Election not less than twenty (20) Business Days prior to Golar Freeze at the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance price determined by the partiesinvestment banking firm, “Election Deadline” means 5:00 p.m. local time (in ship broker or other expert advisor under Section 6.2(a), all future rights to purchase the city in which Golar Freeze Interests by the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlinePartnership Group will be extinguished.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have twenty (20) days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") shall have a right of over-allotment such ----------------- that such Purchasing Holder may purchase, on a pro rata basis, such portion of the New Securities which any Nonpurchasing Holder elected not to purchase. The Company shall take all such action as may be required by any regulatory authority in connection with the exercise by a Purchasing Holder of the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations purchase New Securities as set forth in this Article II and except Section 3; provided, however, that -------- ------- the Company shall not be required in connection therewith or as otherwise may be agreed by a condition thereto to qualify to do business or to file a general consent to service of process in any state or jurisdiction where it is not so qualified or where it has not made such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Electionfiling. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have ten (10) Business Days from the date of record receipt of shares of Company Common Stock and Company Restricted Stock Awards any such Participation Notice (as defined belowthe “Participation Period”) to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to receive purchase its Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities. At the Per Share Cash Consideration and/or expiration of such ten (10) days period, the Stock Consideration in accordance withCompany shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, and subject to, Section 2.01(a) (a “HolderFully Exercising Investor”) shall have of any other Rights Holder’s failure to do likewise. During the rightten (10) day period commencing after the Company has given such notice (the “Extended Participation Period”), subject each Fully Exercising Investor may, by giving notice to the limitations set forth Company, elect to purchase or acquire, in this Article II and except as otherwise may be agreed by such Holder and Buyer, addition to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares specified above, up to that portion of Company Common Stock owned the New Securities for which Rights Holders were entitled to subscribe but that were not subscribed for by the Rights Holders which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior Fully Exercising Investor bears to the anticipated Election Deadline to Holders of record Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Business Day prior Preferred Shares then held, by all Fully Exercising Investors who wish to purchase such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadlineunsubscribed shares. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member closing of any registered national securities exchange or a commercial bank or trust company in sale pursuant to this Section 7.4 shall occur within the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time later of ninety (in the city in which the principal office 90) days of the Exchange Agent date that the Participation Notice is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing given and the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineinitial sale of New Securities pursuant to Section 7.5.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Rights Holder shall have ten (10) days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of record notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior days after receiving the Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is a venture capital fund to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior an affiliated venture capital fund or, if such Holder is a partnership or limited liability company, to the anticipated Election Deadline to Holders partners or retired partners of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder partnership Holder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates members or by an appropriate customary guarantee of delivery retired members of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust limited liability company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineHolder.

Procedures. Each holder (a) Prior to any issuance of record any Preemptive Securities, the Company (directly or through its agent) shall deliver to the Sellers a written notice of shares any proposed or intended issuance of Company Common Stock Preemptive Securities (the “Preemptive Notice”), which Preemptive Notice shall (a) identify and Company Restricted Stock Awards (as defined below) describe the Preemptive Securities proposed or intended to be converted into issued, (b) disclose the right number, price names of purchasers and other terms upon which they are to receive be issued, (c) indicate the Per Share Cash Consideration and/or procedure for the Stock Consideration in accordance with, and subject to, Section 2.01(a) Sellers to offer to purchase the Sellers’ pro rata portion (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election determined in accordance with this Section 6.2(a)) of such Preemptive Securities, and (d) include a deadline for the following procedures: Sellers to deliver a Notice of Acceptance and payment of the purchase price for the Sellers’ pro rata portion of Preemptive Securities to be purchased thereby to the Company, which deadline shall in no event be later than 30 calendar days or earlier than 10 Business Days after receipt by the Sellers of the Preemptive Notice; provided, that such deadline may be later than 30 calendar days after the date of the Preemptive Notice if (ai) Each Holder may specify MatlinPatterson consents thereto in writing, or (ii) outside legal counsel to the Company provides a request made in accordance written opinion addressed to the Company to the effect that a later deadline is required for the Company to comply with the provisions applicable law. For purposes of this Section 2.05 6.2, the Sellers’ pro rata portion of Preemptive Securities shall be determined by multiplying (herein called an “Election”) (ix) the number of Preemptive Securities (determined on an as exercised or as converted basis) proposed to be issued by (y) a fraction, the numerator of which is the aggregate number of issued and outstanding shares of Company Common Stock Class A common stock then beneficially owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to the Sellers, and the denominator of which such Holder desires to make a Stock Election and (ii) is the aggregate number of issued and outstanding shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionClass A common stock. (b) Buyer shall prepare a form reasonably acceptable To purchase their pro rata portion of any Preemptive Securities to be issued by the Company, including appropriate and customary transmittal materials in the Sellers must deliver a Notice of Acceptance, along with a wire transfer of immediately available funds for the purchase price for such form as prepared by Buyer and reasonably acceptable Preemptive Securities to the Company (or its agent) in accordance with the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days instructions set forth on the Preemptive Notice prior to its first distribution the deadline set forth in the Preemptive Notice. The Company shall issue to Holdersthe Sellers that have timely returned a properly completed Notice of Acceptance along with a wire transfer of immediately available funds for the purchase price, the applicable number of Preemptive Securities in accordance with the terms set forth in the Preemptive Notice. (c) Buyer (i) shall initially make available and mail In the Form of Election not less than twenty (20) Business Days prior to event that the anticipated Election Deadline to Holders of record as of Company complies with the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as procedures set forth in such Form this Section 6.2 and the Sellers do not purchase all of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office their pro rata portion of the Exchange Agent is located) on Preemptive Securities, the date which the parties Company shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing have 180 calendar days from the date of the Election Deadline deadline set forth in the applicable Preemptive Notice to issue or sell all or any part of the Preemptive Securities as to which a Notice of Acceptance has not timely been given by the Sellers to any other purchaser or purchasers (including MatlinPatterson or its Affiliates) upon the terms and conditions (including the per share price) which are not more favorable to the purchaser than fifteen (15) Business Days before, and at least five (5) Business Days those set forth in the Preemptive Notice. Any Preemptive Securities not acquired by the Sellers or any other purchaser or purchasers prior to, to the Election Deadlinedate that is 180 calendar days after the deadline set forth in the applicable Preemptive Notice may not be issued until they are again offered to the Sellers under the procedures specified in this Article 6.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record of shares of New Securities, the Company Common Stock shall first offer such New Securities to each Rights Holder and Company Restricted Stock Awards the Founders (as defined belowin the Series B Purchase Agreement) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following proceduresprovisions: (a) Each The Company shall give to each Rights Holder may specify in and Founder a request made written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election5.1 hereof. (b) Buyer Each Rights Holder shall prepare have twenty (20) days from delivery of such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of ElectionNonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that he, she or it did not so as agree to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holderspurchase. (c) Buyer The Company shall promptly, in writing, inform each Rights Holder that elects to purchase all the New Securities available to it (ia “Fully-Exercising Holder”) shall initially make available and mail of any other Rights Holder’s failure to do likewise. During the Form ten (10) day period commencing after such information is given, each Fully-Exercising Holder may elect to purchase that portion of Election the New Securities which Nonpurchasing Holders were entitled to subscribe but that were not less than twenty (20) Business Days prior subscribed for by the Nonpurchasing Holders that is equal to the anticipated Election Deadline to Holders of record as of the Business Day prior to proportion that such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior Fully-Exercising Holder’s Pro Rata Share bears to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”aggregate Pro Rata Shares of all Fully-Exercising Holders. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Investor written notice of its intention to issue New Securities (the "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Investor shall have ten (10) days from the date of record mailing of shares any such Notice to agree in writing to purchase such Investor's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Investor's Pro Rata Share). A written notice to the Company indicating an Investor's intention to exercise its right of first refusal shall not be binding upon such Investor unless and until the Company obtains binding commitments to purchase all of the New Securities specified in the Notice on the terms stated in the Notice. If any Investor fails to so agree in writing within such ten (10) day period to purchase such Investor's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING INVESTOR"), then such Nonpurchasing Investor shall forfeit the right hereunder to receive purchase that part of its Pro Rata Share of such New Securities that he did not so agree to purchase and the Per Company shall promptly give each Investor who has timely agreed to purchase his full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of such offering of New Securities (a “Holder”"PURCHASING INVESTOR") written notice of the failure of any Nonpurchasing Investor to purchase such Nonpurchasing Investor's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Investor shall have a right of overallotment such that such Purchasing Investor may agree to purchase a portion of the right, subject Nonpurchasing Investors' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerrelative Pro Rata Shares of the Purchasing Investors, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have twenty (20) days from the date on which any such Notice was given to agree in writing to purchase such Rights Holder's Pro Rata Share of record such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to receive purchase that part of such Nonpurchasing Holder's Pro Rata Share of such New Securities that such Nonpurchasing Holder did not so agree to purchase; and the Per Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder's full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of such offering of New Securities (a “"Purchasing Holder”") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the right, subject Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerrelative Pro Rata Shares of the Purchasing Holders, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder (a) In the event that HPPI proposes to undertake an issuance of record New Securities, it shall give to Mayne Pharma written notice of its intention to issue New Securities (“Notice”), describing the type of New Securities, whether the offering is private or public, and the price and the general terms upon which HPPI proposes to issue such New Securities. (b) Mayne Pharma shall have fifteen (15) days from the date of mailing of any such Notice (the “Applicable Period”) to agree in writing that Mayne Pharma and/or members of the Mayne Pharma Group shall purchase all or a portion of the Mayne Pharma Group’s Pro Rata Share of the New Securities for the price and upon the general terms specified in the Notice by giving written notice to HPPI and stating therein the quantity of New Securities to be purchased, and HPPI shall so sell such New Securities to the Mayne Pharma Group. (c) With respect to the issuance of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities for which Mayne Pharma has not exercised its right pursuant to be converted into this Section 5.4 within the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance withApplicable Period, and subject to, Section 2.01(a) (a “Holder”) HPPI shall have 120 days after the right, subject Applicable Period to contract to sell such New Securities at a price and upon general terms not more favorable to the limitations purchasers thereof than specified in the original Notice. Except with respect to the sale of additional New Securities to Mayne Pharma set forth in Section 5.4(d), if HPPI has not contracted to sell such New Securities within such 120 day period, HPPI shall not thereafter issue or sell any New Securities without again first offering such New Securities to Mayne Pharma pursuant to this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures:Section 5.4. (ad) Each Holder may specify in a request made in accordance with If the provisions Mayne Pharma Group has exercised its right to purchase its full Pro Rata Share of this Section 2.05 New Securities, HPPI shall, within two (herein called an “Election”2) (i) Business Days of the end of said 120 day period, give Mayne Pharma written notice of the number of shares of Company Common Stock owned by such Holder (New Securities for which subscriptions have not been received and accepted, or subject that the offering was fully subscribed. The Mayne Pharma Group shall thereupon have the additional right to such Company Restricted Stock Awards) with respect purchase up to which such Holder desires to make a Stock Election and (ii) the that number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to New Securities for which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Companysubscriptions have not been received and accepted; provided, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have receivedhowever, during the Election Lock-Up Period, a Form any purchase of Election properly completed and signed (including duly executed transmittal materials included in New Securities by the Form of Election) and accompanied by any Old Certificates representing all certificated shares Mayne Pharma Group purchase under Section 5.1 through Section 5.5 shall be made subject to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old CertificatesSection 4.1(a); provided, as set forth in such Form of Electionfurther, from a member that no purchase of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance New Securities by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties Mayne Pharma Group under Section 5.1 through Section 5.5 shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinerequire compliance with Section 4.1(b).

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Rights Holder shall have ten (10) business days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of record notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) business-day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of such Rights Holder’s Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersbusiness days after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Rights Holder shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior days from the date of mailing of any such Notice to elect in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the anticipated Election Deadline Company and stating therein the quantity of New Securities to Holders be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so elect in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of record as New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely elected to purchase his full Pro Rata Share of such New Securities (a "Purchasing Holder") written notice of the Business Day prior failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within ten (10) days after receiving the Overallotment Notice. If any Rights Holder notifies the Company of its election to purchase such New Securities within such time period, a closing with respect to such mailing date, and (ii) following such mailing date, purchase shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which be held at the principal office of the Exchange Agent is locatedCompany (or at such other place as may be agreed upon by the Company and the Rights Holder) on a date and at a time which are mutually agreeable to the date which Company and such Rights Holder, but in no event later than the parties shall agree is as near as practicable later to five occur of (5a) Business Days preceding sixty (60) days after receipt by the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each Company of them announcing the date such notice of the Election Deadline not more than fifteen Rights Holder's election and (15b) Business Days before, and at least five ten (510) Business Days prior to, days after the Election Deadlinereceipt of any governmental consent or approval necessary for the consummation of such transaction.

Procedures. Each holder With respect to any offer, sale or other disposition of record this Warrant or any Warrant Shares prior to registration of shares such Warrant or Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company Common Stock may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and Company Restricted Stock Awards (as defined below) indicating whether or not under the Securities Act certificates for this Warrant or such Warrant Shares to be converted into sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory evidence, the right to receive Company, as promptly as practicable, but no later than seven (7) days after receipt of the Per Share Cash Consideration and/or written notice, shall notify the Stock Consideration in accordance withHolder that the Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election all in accordance with the following procedures: (a) Each terms of the notice delivered to the Company. If the Company determines that the evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, any shares of Common Stock issued upon exercise of this Warrant may specify in a request made be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Section 2.05 (herein called an “Election”) (i) Warrant or the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make Warrant Shares thus transferred shall bear a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so legend as to permit Holders the applicable restrictions on transferability in order to exercise their right ensure compliance with such laws, unless pursuant to make an Electionopinion of counsel for the Holder, and shall make such form available legend is not required in order to ensure compliance with such laws. The Company for review not less than five (5) Business Days prior may issue stop transfer instructions to its first distribution to Holderstransfer agent in connection with such restrictions. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in Subject to at least 14 days prior written notice from the relevant Purchaser stating that any Tax Loss has been or is to be paid or suffered by that Purchaser or any Company or Subsidiary and the amount thereof and of the covenanted payment requested, and for the avoidance of doubt, a request failure to give notice within the period set out above shall not cause any claim to fail. Any payment to be made in accordance with by Sellers pursuant to Section 9.5 shall be made to the provisions relevant Purchaser not later than 5 days prior to the date upon which the Tax (or costs and expenses) is due and payable or where no Tax becomes payable as a result of this Section 2.05 (herein called an “Election”) the loss, reduction or set off of any Tax Asset (i) which is a Tax Asset shown as an asset in the number Effective Date Financial Statements seven days after notice given by the relevant Purchaser to the effect that the Tax Asset would reasonably have been expected to have been paid in cash or set-off against payment of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and Tax Liability; (ii) which is a Tax Asset arising after the number Effective Date seven days after the auditors for the time being shall have certified in writing that the Tax Asset would have been used to offset a Tax Liability of shares the relevant Purchaser, the relevant Companies or relevant Subsidiaries but for the loss or set off of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Electionthe Tax Asset. (b) Buyer If, after the relevant Closing Date, any Taxing Authority informs Sellers, on the one hand, or any of the Purchasers, the Companies, or Subsidiaries on the other, of any proposed audit, claim, assessment or other dispute concerning Tax with respect to which Sellers may incur a liability hereunder, then the Sellers shall prepare inform the relevant Purchaser or the relevant Purchaser shall as soon as practicable (and in any event within 30 days) inform the Sellers, as the case may be, of such matter. Sellers shall not have any obligation to make a form reasonably acceptable payment to Companya relevant Purchaser under Section 9.5 if such Purchaser shall have failed to timely notify Sellers concerning an audit, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (claim, assessment or other dispute which failure has a material adverse effect on the “Form of Election”), so as to permit Holders Sellers' ability to exercise their right its rights under this Section 9.7 (b) and Section 8.4 except to make an Electionthe extent that the Purchasers 107 107 can show that the liability would have arisen even if the Sellers had been able to exercise such rights and in the event that the Parties dispute whether or not the liability, or the extent to which the liability, would have arisen but for the failure to notify, the dispute resolution procedures in Section 3.4 shall apply to determine the matters. Except to the extent contrary to or inconsistent with this Section 9.7 (b) the provisions of Section 8.4 shall apply to this section and subject thereto, the relevant Purchaser shall as soon as practicable and, at the Sellers expense (i) give, and shall make cause the Companies or Subsidiaries to give the relevant Sellers the opportunity to participate in any audits, disputes, administrative, judicial or other proceedings related to Tax for which the Sellers may be liable hereunder and (ii) allow the Sellers to challenge and litigate, or cause the Companies or Subsidiaries to challenge and litigate, any such form available audit, claim, assessment or other dispute at their discretion provided that Sellers shall give reasonable consideration to Company for review comments and suggestions made by the relevant Purchaser regarding the handling of such contest and provided further that Sellers shall not less than five (5) Business Days prior settle any such audit, claim, assessment or other dispute in a manner which is unduly prejudicial to its first distribution to Holderssuch relevant Purchaser. (c) Buyer (i) Any payments made hereunder to a Purchaser shall initially make available take effect as a reduction in the Final Share Purchase Price provided for in Section 2.3 and mail the Form of Election not less than twenty (20) Business Days prior any payments made hereunder to the anticipated Election Deadline to Holders of record Sellers shall take effect as of an increase in the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Purchase Price. (d) Any Election shall have been made properly only if For the Exchange Agent shall have receivedpurposes of this Section 9, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member case of any registered national securities exchange or Tax period which begins before and ends after the Effective Date, the Effective Date shall be deemed to be the end of a commercial bank or trust company Tax period. (e) For the purposes of this Article 9, in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in case of any Tax period which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding begins before and ends after the Closing Date. , the Closing Date shall be deemed to be the end of a Tax period. (f) The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing agree that for US federal income tax purposes, the date income of the Election Deadline not more than fifteen (15) Business Days before, Companies and at least five (5) Business Days prior to, the Election Deadline.Subsidiaries which are included in a US consolidated Tax Return shall be determined based on a closing of the books method in accordance with Treasury Regulation 1.1502-76. 108 108

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have ten (10) days from the date of record mailing of shares any such Notice to agree in writing to purchase up to such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to receive purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Per Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of such offering of New Securities (a “"PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder”) 's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the right, subject Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerrelative Pro Rata Shares of the Purchasing Rights Holders, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder In the event that a Plains Entity acquires a Restricted Business comprised of record assets valued in excess of shares $10 million, as determined by the Board of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into Directors of Plains Resources, then not later than 30 days after the right to receive consummation of the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed acquisition by such Holder Plains Entity of the Restricted Business, such Plains Entity shall notify the General Partner of such purchase and Buyeroffer the Partnership the opportunity to purchase such Restricted Business. As soon as practicable, to submit an election but in accordance any event, within 30 days after receipt of such notification, the General Partner shall notify the Plains Entity that either (i) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a member of the Partnership Group to purchase such Restricted Business, in which event the Plains Entity shall be free to continue to engage in such Restricted Business, or (ii) the General Partner has elected to cause a member of the Partnership Group to purchase such Restricted Business, in which event the following proceduresprocedures shall be followed: (a) Each Holder may specify The Plains Entity shall submit a good faith offer to the General Partner to sell the Restricted Business (the "Offer") to any member of the Partnership Group on the terms and for the consideration stated in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionOffer. (b) Buyer The Plains Entity and the General Partner shall prepare negotiate in good faith, for 60 days after receipt of such Offer by the General Partner, the terms on which the Restricted Business will be sold to a form member of the Partnership Group. The Plains Entity shall provide all information concerning the business, operations and finances of such Restricted Business as may be reasonably acceptable requested by the General Partner. (i) If the Plains Entity and the General Partner agree on such terms within 60 days after receipt by the General Partner of the Offer, a member of the Partnership Group shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (ii) If the Plains Entity and the General Partner are unable to Companyagree on the terms of a sale during such 60-day period, including appropriate and customary transmittal materials in the Plains Entity shall attempt to sell the Restricted Business to a Person that is not an Affiliate of the Plains Entity (a "NonAffiliate Purchaser") within nine months of the termination of such form 60-day period. Any such sale to a NonAffiliate Purchaser must be for a purchase price, as prepared determined by Buyer and reasonably acceptable to Company (the “Form Board of Election”)Directors of Plains Resources, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders95% of the purchase price last offered by a member of the Partnership Group. (c) Buyer If, after the expiration of such nine-month period, the Plains Entity has not sold the Restricted Business to a NonAffiliate Purchaser, it shall submit another Offer (the "Second Offer") to the General Partner within seven days after the expiration of such nine-month period. The Plains Entity shall provide all information concerning the business, operations and finances of such Restricted Business as may be reasonably requested by the General Partner. (i) shall initially make available and mail If the Form of Election not less than twenty (20) Business Days prior to General Partner, with the anticipated Election Deadline to Holders of record as concurrence of the Business Day prior Conflicts Committee, elects not to cause a member of the Partnership Group to pursue the Second Offer, the Plains Entity shall be free to continue to engage in such mailing date, and Restricted Business. (ii) following If the General Partner shall elect to cause a member of the Partnership Group to purchase such mailing dateRestricted Business, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to then the Election Deadline. The time period between such mailing date General Partner and the Election Deadline is referred to herein Plains Entity shall negotiate the terms of such purchase for 60 days. If the Plains Entity and the General Partner agree on such terms within 60 days after receipt by the General Partner of the Second Offer, a member of the Partnership Group shall purchase the Restricted Business on such terms as the “Election Period”soon as commercially practicable after such agreement has been reached. (diii) Any Election shall have If during such 60-day period, no agreement has been made properly only if reached between the Exchange Agent shall have received, during Plains Entity and the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates General Partner or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered the Partnership, the Plains Entity and the General Partner will engage an independent investment banking firm with a national securities exchange reputation to determine the value of the Restricted Business. Such investment banking firm will determine the value of the Restricted Business within 30 days and furnish the Plains Entity and the General Partner its opinion of such value. The Plains Entity will pay the fees and expenses of such investment banking firm. Upon receipt of such opinion, the General Partner will have the option, subject to the approval of the Conflicts Committee, to (A) cause a member of the Partnership Group to purchase the Restricted Business for an amount equal to the value determined by such investment banking firm or a commercial bank or trust company in the United States. As used herein(B) decline to purchase such Restricted Business, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which event the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable Plains Entity will be free to five (5) Business Days preceding the Closing Date. The parties shall cooperate continue to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineengage in such Restricted Business.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record New Securities, it shall give to each Major Investor a written notice of shares its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company Common Stock and Company Restricted Stock Awards (as defined below) proposes to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by issue such Holder and Buyer, to submit an election New Securities given in accordance with the following procedures: (a) Section 6.1 hereof. Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer Major Investor shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than have twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of days from delivery of such Old CertificatesNotice to agree in writing to purchase such Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share). If any Major Investor fails to so agree in writing within such twenty (20) day period to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), as set forth then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his, her or its Pro Rata Share of such New Securities that he, she or it did not so agree to purchase. The Company shall promptly notify in writing the Major Investors who did so elect to purchase such Form Major Investors’ Pro Rata Share of Election, from a member such New Securities (the “Participating Major Investors”) and shall offer such Participating Major Investors the right to acquire such unsubscribed shares of any registered national securities exchange New Securities. The Participating Major Investors shall have ten (10) days after receipt of such notice to notify the Company of its election to purchase all or a commercial bank or trust company portion thereof of the unsubscribed shares of such New Securities. In the event that the Participating Major Investors desire, in the United States. As used hereinaggregate, unless otherwise agreed to purchase in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office excess of the Exchange Agent is located) total number of unsubscribed shares of such New Securities, then the number of unsubscribed shares that each Participating Major Investor may purchase shall be reduced on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinepro rata basis.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 5.1 hereof. Each holder Rights Holder shall have twenty (20) days from the date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of record notice, to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights ▇▇▇▇▇▇’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20)-day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Non-Full Purchasing Holder”), then such Non- Full Purchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company Common Stock and Company Restricted Stock Awards shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Full Purchasing Holder”) written notice of the failure of any Non-Full Purchasing Holder to purchase such Non-Full Purchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Full Purchasing Holder, other than a Series H Preferred Stockholder (as defined below) to be converted into in the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance withRestated Certificate), and subject to, Section 2.01(a) (a “Holder”) shall have a right of overallotment such that such Full Purchasing Holder may agree to purchase a portion of the right, subject Non-Full Purchasing Holders’ unpurchased Pro Rata Share of such offering on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerrelative Pro Rata Shares of the Purchasing Rights Holders, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail days after receiving the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is an investment fund to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”its affiliates, including any affiliated investment funds. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Business Days from the date of receipt of any such Participation Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities. At the expiration of such ten (10) day period, the Company shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Rights Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of Company Common Stock owned the New Securities for which Rights Holders were entitled to subscribe but that were not subscribed for by the Rights Holders which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior Fully Exercising Investor bears to the anticipated Election Deadline to Holders of record Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Business Day prior Preferred Shares then held, by all Fully Exercising Investors who wish to purchase such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadlineunsubscribed shares. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member closing of any registered national securities exchange or a commercial bank or trust company in sale pursuant to this Section 7.4 shall occur within the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time later of ninety (in the city in which the principal office 90) days of the Exchange Agent date that the Participation Notice is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing given and the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineinitial sale of New Securities pursuant to Section 7.5.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record of shares of Company Common Stock and Company Restricted Stock Awards New Securities (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions single transaction or a series of this Section 2.05 (herein called an “Election”) (i) the number related transactions), it shall give to each Refusal Rights Holder written notice of shares of Company Common Stock owned by such Holder (or subject its intention to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company issue New Securities (the “Form of ElectionParticipation Notice”), so as describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to permit Holders issue such New Securities. Each Refusal Rights Holder shall have fifteen (15) business days from the date of receipt of any such Participation Notice to exercise their right agree in writing to make an Election, purchase such Refusal Rights Holder’s Pro Rata Share of such New Securities for the price and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available upon the terms and mail conditions specified in the Form of Election not less than twenty (20) Business Days prior Participation Notice by giving written notice to the anticipated Election Deadline Company and stating therein the quantity of New Securities to be purchased (not to exceed such Refusal Rights Holder’s Pro Rata Share). If any Refusal Rights Holder fails to so agree in writing within such fifteen (15) business day period to purchase such Refusal Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Refusal Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and, if there are any additional Refusal Rights Holders, the additional Refusal Rights Holders of record as may purchase such holder’s Pro Rata Share. Such Refusal Rights Holder shall purchase the portion elected by such Refusal Rights Holder concurrently with the closing of the Business Day prior to such mailing datetransaction triggering the Right of First Refusal or, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing event all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) New Securities are being purchased by Refusal Right Purchasers, at a Closing to be held on the any mutually agreeable date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing within 30 days from the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineParticipation Notice.

Procedures. Each holder (a) To the extent that the Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of record any action by the Pledgor) be pledged pursuant to Section 3.1 of shares of Company Common Stock and Company Restricted Stock Awards this Agreement and, in addition thereto, the Pledgor shall (as defined to the extent provided below) to be converted into take the right to receive following actions as set forth below within 10 Business Days after any senior or financial officer of the Per Share Cash Consideration and/or Pledgor or any of its material Subsidiaries obtains knowledge of the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the acquisition of any right, subject to title or interest in any Collateral (and in any event no later than 90 days after the limitations set forth date on which any such right, title or interest in this Article II such Collateral was acquired) for the benefit of the Pledgee and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following proceduresother Secured Creditors: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Holder desires to make a Stock Election Clearing Corporation or Securities Intermediary and (ii) to perfect the number security interest of shares the Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (b), 9-106 and 8-106(d) of Company Common Stock owned by the UCC) and (y) such Holder other actions as the Pledgee reasonably deems necessary or desirable to effect the foregoing; (or subject to such Company Restricted Stock Awardsii) with respect to a Limited Liability Company Interest (other than a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Limited Liability Company Interest is represented by a certificate, the Pledgor shall physically deliver such certificate to the Pledgee, endorsed to the Pledgee or endorsed in blank and (2) if such Limited Liability Company Interest is not represented by a certificate, the Pledgor shall cause the issuer of such Limited Liability Company Interest to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex C hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such Holder desires issuer agrees to make comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Limited Liability Company Interest originated by any other Person other than a Cash Electioncourt of competent jurisdiction (provided that the Pledgee agrees with the Pledgor which executes any such agreement that it shall not give any instructions to any issuer pursuant to any such agreement except upon the instruction of the Pledgor unless an Event of Default has occurred and is continuing); and (iii) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) establishment by the Pledgee of a cash account in the name of the Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and (ii) upon the occurrence and during the continuance of an Event of Default, no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and deposit of such cash in such cash account. (b) Buyer In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, the Pledgor shall prepare a form reasonably acceptable take the following additional actions with respect to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders.Collateral: (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior with respect to the anticipated Election Deadline to Holders of record as all Collateral of the Business Day prior Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), the Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such mailing date, Collateral is obtained and at all times held by the Pledgee; and (ii) following the Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such mailing date, shall use all reasonable efforts financing statements to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior be satisfactory to the Election Deadline. The time period between such mailing date and the Election Deadline is referred Pledgee), to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included be filed in the Form of Election) and accompanied relevant filing offices so that at all times the Pledgee’s security interest in all Collateral which can be perfected by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery the filing of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time financing statements (in each case to the city in which maximum extent perfection by filing may be obtained under the principal office laws of the Exchange Agent is locatedrelevant States, including, without limitation, Section 9-312(a) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15UCC) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineis so perfected.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record New Securities, it shall give to each Rights Holder a written notice of shares its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company Common Stock and Company Restricted Stock Awards (as defined below) proposes to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by issue such Holder and Buyer, to submit an election New Securities given in accordance with Section 5(a) hereof. Each Rights Holder shall have thirty (30) days from the following procedures: date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (anot to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such thirty (30) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may specify in agree to purchase a request made in accordance with portion of the provisions Nonpurchasing Holders' unpurchased Pro Rata Shares of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make offering on a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior pro rata basis according to the anticipated Election Deadline to Holders of record as relative Pro Rata Shares of the Business Day prior to such mailing datePurchasing Rights Holders, and at any time within ten (ii10) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to days after receiving the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Rights Holder shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, days from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Election Deadline price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not more than fifteen to exceed such Rights Holder's Pro Rata Share) and to execute and deliver to the Company such other documentation as may be reasonably required by the Company to demonstrate that such Rights Holder is, at the 136 time of such offer of New Securities, an "accredited investor" as defined in Regulation D. If any Rights Holder fails to so agree in writing and to demonstrate such Rights Holder's status as an "accredited investor" within such twenty (1520) Business Days beforeday period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities and demonstrated his status as an "accredited investor" (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at least five any time within ten (510) Business Days prior to, days after receiving the Election DeadlineOverallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Owner written notice of its intention to issue New Securities (the “Rights Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Owner shall have 15 days from the date of record receipt of shares any such Rights Notice to agree in writing to purchase up to such Owner’s Pro Rata Share of such New Securities in cash for the price and upon the general terms specified in the Rights Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into the right purchased (not to receive the Per exceed such Owner’s Pro Rata Share). If any Owner fails to so agree in writing within such 15-day period to purchase such Owner’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Owner who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”), so as . Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to permit Holders to exercise their right to make an Election, and shall make purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior offering on a pro rata basis according to the anticipated Election Deadline to Holders of record as relative Pro Rata Shares of the Business Day prior to such mailing datePurchasing Holders, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to at any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to time within 15 days after receiving the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.2 hereof. Each holder Rights Holder shall have 20 days from the date such Notice is effective, as determined pursuant to Section 6.2 hereof based upon the manner or method of record notice, to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such 20 day period to purchase up to such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”), so as . Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to permit Holders to exercise their right to make an Election, and shall make purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior offering on a pro rata basis according to the anticipated Election Deadline to Holders of record as relative Pro Rata Shares of the Business Day prior to such mailing datePurchasing Rights Holders, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to at any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to time within five days after receiving the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. At any time and from time to time prior to the consummation of a Qualified IPO, if the Company proposes to issue any New Ownership Interests, the Company will give each Preemptive Right Holder prior written notice of such proposal, describing the New Ownership Interests and the price and other terms and conditions upon which the Company proposes to issue the New Ownership Interests (“Company Notice”). Each holder Preemptive Right Holder will have 10 Business Days from the giving of record the Company Notice to provide the Company with a notice of shares an election to purchase New Ownership Interest (“Election Notice”). In each Election Notice each Preemptive Right Holder shall specify the desired number of Company Common Stock and Company Restricted Stock Awards (as defined below) New Ownership Interests to be converted into purchased, which shall in no case be greater than the aggregate number of New Ownership Interests the Company proposes to issue (with each Preemptive Right Holder that indicates a desire to purchase a number of New Ownership Interests in excess of the number of New Ownership Interests such Preemptive Right Holder would be entitled to purchase had all Preemptive Right Holders elected to purchase their full pro rata share of the New Ownership Interest, calculated according to Section 3.5.1 being referred to herein as a “Super Preemptive Right Holder”). Upon receipt of all Election Notices from the Preemptive Right Holders if all Preemptive Right Holders elect to purchase their full pro rata portion of the New Ownership Interest, the Company shall sell to each Preemptive Right Holder the pro rata portion of the New Ownership Interests calculated in accordance with Section 3.5.1. Where less than all of the Preemptive Right Holders elect to purchase their full pro rata portion of the New Ownership Interests, the Company shall sell to each Preemptive Right Holder their full pro rata portion of the New Ownership Interests calculated in accordance with Section 3.5.1 or, as applicable, such lesser amount any such Preemptive Right Holder elected to purchase and, thereafter, the Company shall allocate the remaining New Ownership Interests (the “Remaining New Ownership Interests”) among the Super Preemptive Rights Holders. Each Super Preemptive Right Holder will have the right to receive purchase that number of the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject Remaining New Ownership Interests equal to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: product of (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (ix) the number of shares the Remaining New Ownership Interests, multiplied by (y) a fraction, the numerator of Company Common Stock owned which is the aggregate number of Units of Membership Interest and Membership Interest Equivalents held by such Super Preemptive Right Holder (or subject and the denominator of which is the aggregate number of all of the Units of Membership Interest and Membership Interest Equivalents held by all of the Super Preemptive Rights Holders; provided, that no Super Preemptive Right Holder shall be entitled to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) purchase in excess of the number of shares New Ownership Interests specified in their Election Notice. To the extent the procedure described in the preceding sentence does not result in the purchase of Company Common Stock owned by all Remaining New Ownership Interests, such Holder (procedure shall be repeated until there are no Remaining New Ownership Interests or subject to until the maximum subscription requests of all such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Super Preemptive Right Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadlinehave been fulfilled. The time period between such mailing date issuance of any New Ownership Interests by the Company and required payment by the Preemptive Right Holders and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only Super Preemptive Right Holders, if the Exchange Agent shall have receivedany, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, exercising their Preemptive Rights will occur no earlier than 15 days from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days beforeCompany Notice. If the Preemptive Right Holders and the Super Preemptive Right Holders, and at least five (5) Business Days prior toif any, fail to exercise in full their Preemptive Rights, the Election DeadlineCompany will have 120 days thereafter to sell the New Ownership Interests in respect of which the Preemptive Right Holders’ Preemptive Rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company Notice. If the Company has not sold such New Ownership Interests within such 120 day period provided for in the foregoing sentence, the Company shall not thereafter issue or sell any New Ownership Interests without first offering such securities to the Preemptive Right Holders in the manner provided in this Section 3.5. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interests to any Member if such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have twenty (20) days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “NOTICE”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 5.1 hereof. Each holder Rights Holder shall have twenty (20) days from the date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of record notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “HolderNONPURCHASING HOLDER”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “PURCHASING HOLDER”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOVERALLOTMENT NOTICE”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record New Securities, it shall give to each Rights Holder a written notice of shares its intention to issue New Securities (the "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company Common Stock and Company Restricted Stock Awards (as defined below) proposes to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by issue such Holder and Buyer, to submit an election New Securities given in accordance with Section 4.1 hereof. Each Rights Holder shall have twenty (20) days from the following procedures: date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (anot to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may specify in agree to purchase a request made in accordance with portion of the provisions Nonpurchasing Holders' unpurchased Pro Rata Shares of this Section 2.05 (herein called an “Election”) (i) such offering on a pro rata basis according to the number relative Pro Rata Shares of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to CompanyPurchasing Holders, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder If Lessee elects option (b), Lessee shall use its best efforts throughout the Sales Period to obtain a purchaser or purchasers for the Units which are not Schedule II-2 affiliated in any way with Lessee. Owner Trustee may direct Lessee to hire and pay for sales agents as directed by Owner Participant. Except as otherwise provided below, any sale by Lessee shall be for the highest cash bid submitted to Lessee, including any bid submitted by Owner Trustee or any Owner Participant. The determination of record the highest bid shall be made by Owner Trustee with the consent of shares the Owner Participant at the end of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance withSales Period, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise provided below. Owner Trustee may be agreed accept any bid solicited by such Holder and BuyerLessee or its agent, in which case Lessee agrees to submit an election maintain the Units in accordance with the following procedures: (a) Each Holder may specify condition herein provided. Neither Owner Trustee nor any Owner Participant shall have any responsibility for procuring any purchaser. If, nevertheless, Owner Trustee or any Owner Participant undertakes any sales efforts, Lessee shall promptly reimburse Owner Trustee or such Owner Participant for any charges, costs and expenses incurred in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Companyeffort, including appropriate any allocated time charges, costs and customary transmittal materials expenses of internal counsel or other attorneys' fees. To facilitate the sale of the Units and to assure the best possible sales price for the Units, Lessee, at its expense, shall do, at least, all of the following (which, shall be in such form as prepared by Buyer addition to, and reasonably acceptable not in limitation of, Lessee's obligations under the Lease, including, without limitation, its obligations to Company insure the Units and make rental payments). By the last day of the first calendar month after the commencement of the Sales Period (the “Form of Election”"Redelivery Period"), so as to permit Holders to exercise their right to make an ElectionLessee at its expense, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as have removed all of the Business Day prior Units from service in the Lessee's business, (ii) shall have tested all of the Units to such mailing dateensure that they comply with the requirements of Annex III, and (iiiii) following shall have certified to each Owner Participant and Owner Trustee that the Units at that time comply with such mailing requirements. Lessee shall maintain the Units in the condition required by Section 4 during the Sales Period and thereafter until such Units are returned pursuant hereto. Lessee shall allow and pay for unlimited inspection of telemetry logs and other records and testing by potential purchasers, Owner Trustee and any Owner Participant, and shall pay the travel costs for all inspectors and testers, as well as any fees charged by governmental or industry testing agencies and testing companies. Lessee shall promptly provide any information, records or computer printouts (other than U.S. Government classified information) requested by Owner Trustee, any Owner Participant or potential purchasers, including records of all maintenance of or repair to each Unit prior to or during the term of the Lease and original manufacturers' operating specifications. Lessee shall be responsible for all costs of sale and in order to facilitate a sale shall provide, or cause to be provided, at Lessee's expense, such equipment and ancillary facility configurations, repairs, corrections and modifications as shall be necessary or desirable to Owner Trustee, any Owner Participant or any purchaser. If requested, Lessee shall provide financing to one or more qualified creditworthy purchasers at a rate not higher than the purchasers' standard commercial borrowing rates and on standard terms and conditions to enable the purchasers to purchase the Units and pay cash to the Owner Trustee. On behalf of purchasers, Lessee, at its expense, shall continue to maintain and insure Units until the purchaser's revenue start date, as indicated by the purchaser. Lessee shall inspect and certify that each Unit at the date the Lease terminates meets all such requirements and all requirements of the Lease. During the last year of Schedule II-3 the term of the Lease, Lessee shall not acquire, by purchase, lease or otherwise, and shall prevent any person or entity directly or indirectly controlling, controlled by or in common control with Lessee from acquiring, by purchase, lease or otherwise, more units (or the use all reasonable efforts of more units) of a type or types similar to the Units unless and only to the extent that Lessee is properly compelled by a court of competent jurisdiction to do so (and Lessee acknowledges and agrees that the Owner Participants may be unwilling to make the Units available as promptly as possible a Form of Election to Lessee for such purposes). Lessee shall warrant to Owner Trustee, Owner Participants and any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to purchaser absolutely and without condition that the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included Units will be in the Form of Election) condition described in Annex III to this Schedule upon their sale to such purchaser, and accompanied by that the Units will operate in accordance with their original manufacturers' specifications for at least a period equal to 12 years minus the Term. In addition, Lessee shall warrant to Owner Participants and any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in purchaser that the United States. As used herein, unless otherwise agreed in advance by fuel on the parties, “Election Deadline” means 5:00 p.m. local time (in the city satellite in which the principal office Units are contained is sufficient to provide for a geosynchronous orbit of such satellite at its orbital position of 123(0) West Longitude (or such other orbital slot as the Federal Communications Commission has approved or required) for at least a period equal to 12 years minus the Term. Lessee shall provide access to the Units for purchasers and Owner Participants, including codes and encryption devices, and take all actions within Lessee's power to cause to be transferred to such purchaser all permits, licenses or other rights or privileges necessary to operate the Units, including but not limited to any Federal Communications Commission position, operating or frequency licenses. If (x) option (b) is in effect at the end of the Exchange Agent Term but Lessee has been unable to sell a Unit to an unaffiliated person during the Sales Period and (y) the total amount paid by Lessee to Owner Trustee (including any proceeds of sales of Units) pursuant to option (b) at the end of the Lease term is located) on less than the date which amount specified in option (a), at the parties shall agree is as near as practicable to five (5) Business Days preceding option of the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory Owner Trustee, the absolute title to each of them announcing unsold Unit at the date end of the Election Deadline not more than fifteen (15) Business Days beforeTerm shall vest in Owner Trustee, free and clear of any rights of redemption or other rights of Lessee, and Lessee shall, at least five (5) Business Days prior toLessee's expense, the Election Deadlineif requested by Owner Trustee or Owner Participants, do any further acts and execute, acknowledge, deliver, file, register and record any further documents which Owner Trustee or any Owner Participant may reasonably request in order to establish and confirm Owner Trustee's or such Owner Participant's title and rights.

Procedures. Each holder (a) If the Company proposes to undertake an issuance of record New Securities (other than the Initial Rights Offering, the transactions contemplated by the Securities Purchase Agreement or any Follow On Rights Offering), it shall give written notice to the Stockholder of shares its intention to issue New Securities (the “ROFO Notice”), describing the type of New Securities and the price and the terms upon which the Company Common Stock and Company Restricted Stock Awards proposes to issue such New Securities. The Stockholder (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”or its designee) shall have the right, subject 15 days from receipt of any such ROFO Notice to agree to purchase up to the limitations set forth Stockholder’s Pro Rata Share of such New Securities for the price and upon the terms specified in this Article II the ROFO Notice by giving written notice to the Company and except as otherwise may stating in such notice the quantity of New Securities to be agreed by such Holder and Buyer, purchased (not to submit an election in accordance with exceed the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionStockholder’s Pro Rata Share). (b) Buyer If the Stockholder (or its designee) fails to provide such written notice within such 15 day period or provides written notice that it elects not to purchase all or any portion of the New Securities, then the Company shall prepare have 90 days from the expiration of the periods set forth above to sell all or any New Securities that were not agreed to be purchased by the Stockholder, at a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Electionprice not less than, and upon terms not materially more favorable to the purchasers of such New Securities than, specified in the ROFO Notice. If the Company has not issued and sold such New Securities within such period, then after such period the Company shall make such form available to Company for review not less than five (5) Business Days prior to its issue or sell any New Securities without again first distribution to Holderscomplying with this Error! Reference source not found. (c) Buyer If the Stockholder (ior its designee) provides written notice within such 15 day period that it elects to purchase any or all of the New Securities, then the Company and the Stockholder (or its designee) shall initially make available and mail promptly thereafter proceed to consummate the Form sale or issuance of Election not less than twenty (20) Business Days prior New Securities by the Company to the anticipated Election Deadline to Holders of record as of Stockholder (or its designee) on the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as terms set forth in the ROFO Notice. The Company and its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under the Rights Agreement or any other rights agreement) or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a result of the Company and the Stockholder (or its designee) consummating any such Form sale or issuance of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance New Securities by the parties, “Election Deadline” means 5:00 p.m. local time Company to the Stockholder (in or its designee). Any such sale or issuance to the city in which the principal office of the Exchange Agent is locatedStockholder (or its designee) on the date which the parties shall agree is as near as practicable be subject to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, compliance with applicable federal and at least five (5) Business Days prior to, the Election Deadlinestate securities laws.

Procedures. In order to trigger the Equity Conversion, the Required Holders shall provide a written notice of Equity Conversion (the “Conversion Voting Notice”) to the Trustee and the Company, signed by the Required Holders or their legal representatives (together with DTC or Euroclear participant or custodian confirmation of the Required Holders’ beneficial ownership of the Notes). As promptly as practicable after the receipt by the Company of the Conversion Voting Notice, the Company and the Junior PIK Notes Director (or, if the Junior PIK Notes Director is not serving for any reason, the Required Holders pursuant to a written notice to the Trustee and the Company, signed by the Required Holders or their legal representatives, certifying and providing evidence that the signatories of such notice are Holders who together hold more than 50% in outstanding principal amount of the Notes (excluding any Holders that are Affiliates of the Company)) shall mutually select an independent investment banking firm of national standing (the “Appraiser”) that shall determine the conversion rate per US$1,000 principal amount of Notes (including voting rights) for the Equity Conversion (the “Conversion Rate”) based on the Company’s total equity value as of the date of the Conversion Voting Notice. As promptly as practicable and not later than 10 Business Days after the Conversion Rate has been delivered in writing to the Company by the Appraiser, the Company, or the Trustee at the direction of the Company, shall mail a notice (the “Conversion Notice”) to the Holders, with a copy to the Trustee. The Conversion Notice, which shall govern the terms of the settlement of the Equity Conversion, shall include such disclosures as are required by applicable law and shall state, to the extent applicable: (i) the effective date of the Equity Conversion (the “Conversion Date”), which shall be a date that is at least 10 days but not more than 60 days after the date of the Conversion Notice, subject to any adjustments that may be required by the Company’s bylaws or applicable law; (ii) the Conversion Rate; (iii) any additional steps or procedures necessary to implement the Equity Conversion, including any such steps or procedures that may be required by the Company’s bylaws or applicable law; and (iv) the name and address of the Paying Agent and any other agent with responsibilities relating to the Equity Conversion. Unless and until the Trustee shall receive a Conversion Notice, the Trustee may assume without inquiry that no Equity Conversion has occurred. On the Conversion Date, the Company shall issue and shall deliver or shall cause issuance and delivery to each Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.02, a certificate or certificates for the number of Company Shares issuable upon the conversion of such Holder’s Notes at the Conversion Rate, in accordance with the Company’s bylaws and applicable law. Upon the settlement of the Equity Conversion on the Conversion Date, the Trustee shall promptly cancel all outstanding Notes and PIK Interest shall cease to accrue on such Notes. Each conversion shall be deemed to have been effected with respect to the Notes on the Conversion Date, and the Person in whose name any certificate or certificates for Company Shares are issuable upon such conversion shall be deemed to have become on such date the holder of record of shares the Company Shares represented thereby. No fractional Company Shares shall be issued upon conversion of Notes. If any fractional portions of Company Common Stock and Shares would otherwise be issuable upon the conversion of any Notes, the Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (shall deliver a “Holder”) shall have the right, subject number of Company Shares rounded up to the limitations set forth in nearest whole number of Company Shares. The Company shall not take any action pursuant to this Article II and except as otherwise may be agreed by such Holder and BuyerXI without complying, to submit an election in accordance if applicable, with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member applicable rules of any registered national securities stock exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in on which the principal office of Company Shares are listed at the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinerelevant time.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have thirty days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to receive pay cash for New Securities offered in the Per Notice. If any Rights Holder fails to so agree in writing within such thirty day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”), so as . Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to permit Holders to exercise their right to make an Election, and shall make purchase a portion of the Nonpurchasing Holder’s unpurchased Pro Rata Share of such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior offering on a pro rata basis according to the anticipated Election Deadline to Holders of record as relative Pro Rata Shares of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to Purchasing Rights Holders at any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to time within five days after receiving the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder The Company will give GICRE written notice (a “Large Issuance Notice”) of record its intention to issue New Common Stock in a Large Issuance as soon as practicable, but in no event later than the time authorization for such Large Issuance is granted by the Board. The Large Issuance Notice shall describe the price (or range of prices), anticipated number of shares of Company New Common Stock and Company Restricted Stock Awards (as defined below) to be converted into issued, timing and other material terms of the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance withLarge Issuance, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) well as the number of shares of Company New Common Stock owned by such Holder that GICRE is entitled to purchase pursuant to the Large Issuance Top Up Right. GICRE will have ten (or subject 10) Business Days from the date of the Large Issuance Notice to such advise the Company Restricted Stock Awardsin writing (a “Large Issuance Exercise Notice”) with respect that it intends to which such Holder desires to make a Stock Election exercise its Large Issuance Top Up Right and (ii) the applicable number of shares of Company New Common Stock owned by such Holder (it determines to acquire. Subject to Section 2.3 below, a Large Issuance Top Up Right may be exercised in whole or subject to such Company Restricted Stock Awards) in part. If GICRE delivers a Large Issuance Exercise Notice with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to CompanyLarge Issuance, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Electionthen closing for GICRE’s Large Issuance Top Up Right will be contingent upon, and shall make will take place simultaneously with, or as soon as practicable after, the closing of such form available Large Issuance. Failure by GICRE to Company for review not less than five deliver a Large Issuance Exercise Notice within ten (510) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail from the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of the Large Issuance Notice shall be deemed a waiver of GICRE’s Large Issuance Top Up Right with respect to such Old CertificatesLarge Issuance. ▇▇▇▇▇ agrees that it will, as set forth in such Form of Election, from a and will cause each member of the Stockholder Group to, maintain the confidentiality of any registered national securities exchange or a commercial bank or trust company information included in any Large Issuance Notice delivered by the United States. As used herein, Company unless otherwise agreed required by law or subpoena. GICRE acknowledges that information included in advance by the parties, “Election Deadline” means 5:00 p.m. local time (any Large Issuance Notice may constitute material non-public information and effecting an acquisition or disposition of any Company securities while in the city in which the principal office possession of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue such material non-public information may constitute a press release reasonably satisfactory to each violation of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineapplicable U.S. federal securities laws.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record New Securities, it shall give to each Rights Holder written notice of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) its intention to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company issue New Securities (the “Form of ElectionNotice”), so as describing the type of New Securities and the price and the general terms upon which the Company proposes to permit Holders to exercise their right to make an Election, and issue such New Securities. Each Rights Holder shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than have twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, days from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the Election Deadline price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not more than fifteen to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (1520) Business Days beforeday period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and at least five the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (5a “Purchasing Holder”) Business Days prior to, written notice of the Election Deadline.failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that

Procedures. (i) Subject to clause (ii) below, each Elective Exchange of a LAZ-MD Class II Interest shall be effected in accordance with Section 7.4 of the LAZ-MD Operating Agreement and Section 7.05(a) of the New Lazard Group Operating Agreement, and each Elective Exchange of a Lazard Group MD Common Interest shall be effected in accordance with Section 7.05(b) of the New Lazard Group Operating Agreement. (ii) Except as otherwise provided in this clause (ii), each Exchangeable MD Member who shall be entitled to make an Elective Exchange and desires to exchange such member's Exchangeable Interest (or portion thereof) so exchangeable (an "Electing Member") shall prepare and deliver to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B a written request signed by such Electing Member (A) stating the amount of Units underlying the Exchangeable Interest that such Electing Member desires to exchange, (B) stating whether the Electing Member shall elect to have such exchange consummated on the Applicable Exchange Date or the date immediately prior to the date of effectiveness of any registration statement of Lazard Ltd that Lazard Ltd may file in order to register the sale by the Electing Member of the shares of Lazard Ltd Common Stock to be issued in such exchange to such Electing Member (such date, the "Registration Exchange Date", and the date selected by the Exchanging Member, the "Exchange Effective Date"), and (C) certifying that such Electing Member is entitled to exchange the portion of the Exchangeable Interest that such member desires to exchange and that such Electing Member is the beneficial owner of such Exchangeable Interest (each such request, an "Exchange Request"). A properly completed Exchange Request must be delivered to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B not less than 60 days or more than 90 days prior to the anniversary date on which such Electing Member desires to effect the Exchanges in accordance with this Section. Each of Lazard Ltd Sub A and Lazard Ltd Sub B shall have the right to determine whether any Exchange Request is proper or to waive any infraction of these procedures. Once delivered, an Exchange Request shall be irrevocable. (iii) Each Elective Exchange shall be consummated effective as of the close of Lazard Ltd's business on the applicable Exchange Effective Date (such time, the "Elective Exchange Effective Time"), and the Electing Member shall be deemed to have become the holder of record of the applicable shares of Company Lazard Ltd Common Stock and Company Restricted Stock Awards at such Elective Exchange Effective Time (or, in the case of an Electing Member who is an Electing LAZ-MD Exchange Member (as defined belowin the LAZ-MD Operating Agreement), at the time of receipt of such shares of Lazard Ltd Common Stock) to be converted into and all rights of the right to receive Electing Member in respect of the Per Share Cash Consideration and/or portion of the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Exchangeable Interest so exchanged shall have terminate at such Elective Exchange Effective Time. In the right, subject to event that an Electing Member shall select the limitations set forth in this Article II and except Registration Exchange Date as otherwise may be agreed by such Holder and Buyer, to submit an election the Exchange Effective Date in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and clause (ii) above, such Elective Exchange shall be null and void (and such Electing Member shall continue to hold the number of shares of Company Common Stock owned applicable Exchangeable Interest) in the event that the applicable registration statement shall be abandoned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days Lazard Ltd prior to its first distribution to Holderseffectiveness. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder In the event that the Company consummates a New Securities Issuance, it shall provide the Investor with written notice of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into such New Securities Issuance within 5 Business Days after the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) consummation thereof (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of ElectionSubscription Notice”), so as to permit Holders to exercise their right to make an Electiondescribing the amount and type of New Securities, the identity of the purchaser(s) and the price and the other material terms upon which the Company issued such New Securities. The Investor shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than have twenty (20) Business Days prior from the date of receipt of the Subscription Notice to agree in writing to purchase up to the anticipated Election Deadline to Holders of record Additional Subscription Shares by executing the definitive purchase documentation on the same price, terms and conditions as of the Business Day prior those applicable to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time New Securities Issuance (in the city in which case of a New Securities Issuance that is not a Qualified Acquisition Issuance), or by payment of cash consideration at the principal office Volume-Weighted Average Closing Price of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing 30 consecutive Trading Day period before the date of the Election Deadline not more announcement of the applicable transaction and on other terms to be mutually agreed between the Company and the Investor (in the case of a Qualified Acquisition Issuance), provided that under no circumstances shall this Section 7 entitle the Investor to designate another member of the Board or, for the avoidance of doubt, to enter into any new business relationship with the Company or to have any rights against the Company other than fifteen as an investor in the Company, provided, further, that, without limitation to the Investor’s rights under Section 2, under no circumstances shall the Company be required to register Additional Subscription Shares under the Securities Act or qualify the Additional Subscription Shares under the securities Laws of any other jurisdiction in connection with the issuance thereof. If the Investor fails to so respond in writing within such twenty (1520) Business Days beforeDay period to purchase its Additional Subscription Shares, then the Investor shall forfeit its Subscription Right hereunder with respect to such New Securities Issuance. Notwithstanding the foregoing, any consummation by the Investor of the Subscription Right shall be subject to the satisfaction of all necessary Company shareholder approval requirements and at least five (5) Business Days prior tothe obtainment of all necessary consents, the Election Deadlineapprovals and waivers under applicable Law.

Procedures. Each holder The Company shall make an Offer by giving to each Eligible Holder at least 30 Business Days' prior written notice of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) proposed Additional Sale. Such notice will (i) identify the class and number of shares or amount of Company Common Stock owned by such Holder securities proposed to be issued (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election the "Offered Securities"), the proposed date of issuance and the price and other terms of the issuance and (ii) constitute an offer to issue to each such Eligible Holder its Allocated Amount of the number of shares of Company Common Stock owned by such Holder Offered Securities at the same price and on the same other terms (or subject to Section 5.2(c)) as are proposed for such Additional Sale, which offer shall remain open for a period of 15 Business Days from the date such notice is given by the Company. Any Offer and any Offered Securities to be made to an Eligible Holder that is a Regulation Y Holder shall provide for such holder to acquire non-voting equivalents of such Offered Securities. Each Eligible Holder desiring to accept such Offer shall give written notice to the Company Restricted Stock Awardsprior to the end of the 15-Business Day period of such Offer. Such notice (a "Notice of Acceptance") will (A) set forth the maximum amount of the Offered Securities which such Eligible Holder elects to purchase (such Eligible Holder's "Subscribed Amount") and (B) constitute an acceptance of the Offer with respect to which such Eligible Holder's Allocated Amount of the Offered Securities. If any such Eligible Holder desires fails to make give a Cash Election. Notice of Acceptance, such Eligible Holder shall be deemed to have rejected such Offer in full. At the closing of an Additional Sale, each Eligible Holder who shall have timely accepted the related Offer pursuant to this Section 5.2(a) (beach, an "Accepting Holder") Buyer shall prepare a form reasonably acceptable to acquire from the Company, including appropriate and customary transmittal materials in the Company shall issue to such form Eligible Holder, its Allocated Amount of the Offered Securities at the same price and on the same other terms (subject to Section 5.2(c)) as prepared such Additional Sale. The Additional Offeree shall be entitled to acquire at the closing of the related Additional Sale its Allocated Amount of the Offered Securities. Any Offered Securities not issued at such Additional Sale may not thereafter be sold or otherwise issued by Buyer and reasonably acceptable the Company to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior Additional Offeree until they are again offered to the anticipated Election Deadline to Eligible Holders of record as of under the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”procedures specified in this Section 5.1(a). (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration A. If, in accordance withwith this ARTICLE 3, the Company determines to issue additional Equity Securities, it shall cause an officer to give each Stockholder having pre-emptive and subject torelated rights hereunder notice, Section 2.01(aspecifying in reasonable detail the nature and type of securities being offered and the price at which they are being offered, at least twenty-one (21) days before issuing any such securities. Within twenty (a “Holder”20) days of the receipt of that notice, each Stockholder shall have the right, subject by giving notice to the limitations designated officer, but not the obligation, to purchase the securities being offered as provided herein. B. Any Stockholder desiring to exercise its pre-emptive and related rights hereunder must give to the Company written notice of its election to purchase up to a specified number of the securities proposed to be offered by the close of business on the twentieth day after the notice required by SECTION 3.2 was given to it. Such response shall set forth the Stockholder's acceptance of the offer and designate a number of Shares (or, if applicable, a value of securities) to be purchased by such Stockholder, which number may be fewer than, equal to, or more than the number of Shares that such Stockholder has a right to purchase under SECTION 3.1. If any Stockholder does not elect to purchase all of the offered Equity Securities that it has right to purchase under SECTION 3.1, the securities remaining shall be allocated to each other electing Stockholder in one or more successive allocations, up to the number or amount of securities specified in the election, pro rata, in the same proportion as the total number of Common Shares held by that electing Stockholder bears to the total number of issued and outstanding Shares held by all electing Stockholders electing to purchase more than the maximum number of shares that they are entitled to purchase. C. Not later than ten (10) days after the date on which this offer of rights expires, the Company shall notify each electing Stockholder of the time and place of closing, the number or amount of securities allotted to it, and the purchase price therefor, whereupon each such electing stockholder shall become legally obligated to purchase such securities at the price and on the terms offered. D. Following the expiration of the offer and the giving of the notice required by SECTION 3.2A, the Company may thereafter offer and sell any of the Equity Securities not purchased by the Stockholders for a period of one hundred twenty (120) days on the terms and conditions set forth in this Article II and except as otherwise the original notice to the Stockholders. Any of the Equity Securities not sold during that period may not thereafter be agreed by such Holder and Buyer, to submit an election in accordance sold without first complying with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions requirements of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionARTICLE 3. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify In the case of each registration or qualification pursuant to Section 17.1, the Company will keep all holders of Warrants, Class 3 Notes, or Shares advised in a request made in accordance with writing as to the provisions initiation of this Section 2.05 (herein called an “Election”) (i) proceedings for such registration and qualification and as to the number completion thereof, and will advise any such holder, upon request, of shares the progress of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Electionproceedings. (b) Buyer At the Company’s expense, the Company shall prepare use its best efforts to keep each registration statement or statements registering such Subsequent Registered Shares continuously effective under the Securities Act until the date when all Subsequent Registered Shares covered by such registration statement or statements have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a form reasonably written opinion letter to such effect, addressed and acceptable to the Company, including appropriate ’s transfer agent and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holdersaffected Share holders. (c) Buyer The Company will immediately notify each holder on whose behalf Shares have been registered pursuant to this Section 17 at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (d) If any registration under this Section 17 is in connection with an underwritten offering, the Company will furnish to each holder on whose behalf Shares have been registered pursuant to this Section 17 a signed counterpart, addressed to such holder, of (i) shall initially make available and mail an opinion of counsel for the Form Company, dated the effective date of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing dateregistration statement, and (ii) following a so called “cold comfort” letter signed by the independent public Accountants who have certified the Company’s financial statements included in such mailing dateregistration statement, and such opinion of counsel and Accountants’ letter shall use all reasonable efforts cover substantially the same matters with respect to make available as promptly as possible a Form such registration statement (and the prospectus included therein) and, in the case of Election such Accountants’ letter, with respect to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior events subsequent to the Election Deadline. The time period between date of such mailing date financial statements, as are customarily covered in opinions of issuer’s counsel and the Election Deadline is referred in Accountants’ letters delivered to herein as the “Election Period”underwriters in connection with underwritten public offerings of securities. (de) Any Election Without limiting any other provision hereof, in connection with any registration of Shares under this Section 17, the Company will comply with the Securities Act, the Securities Exchange Act and all applicable rules and regulations of the Commission, and will make generally available to its securities holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve (12) months, beginning with the first month of the first fiscal quarter after the effective date of such registration statement, which earnings statement shall have been made properly only satisfy the provisions of Section 11(a) of the Securities Act. (f) In connection with any registration of Shares under this Section 17, the Company will provide a transfer agent and registrar for the Shares not later than the effective date of such registration statement. (g) In connection with any underwritten registration of Shares under this Section 17, the Company will, if requested by the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials underwriters for any Shares included in such registration, enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Form Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnification and contribution. The holders on whose behalf Shares are to be distributed by such underwriters shall be parties to any such underwriting agreement, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of Electionsuch underwriters shall also be made to and for the benefit of such holders of Warrants, Class 3 Notes, or Shares and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders of Warrants, Class 3 Notes, or Shares. The Company shall cooperate with such holders of Warrants, Class 3 Notes, or Shares in order to limit any representations or warranties to, or agreements with, the Company or such underwriters to be made by such holders only to those representations, warranties or agreements regarding such holder, such holder’s Shares and such holder’s intended method of distribution and any other representation required by law. Such underwriting agreement shall comply with Section 17.4 hereof. (h) and accompanied Upon request by any Old Certificates representing all certificated holder of Warrants, Class 3 Notes, or Shares who has requested that their shares to which be included in a registration, the Company will give such Form of Election relates or by an appropriate customary guarantee of delivery holder and their underwriters, if any, and their respective counsel and Accountants, (i) such information regarding the preparation of such Old Certificatesregistration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, as set forth such holder may specify, and (ii) opportunities to discuss the business of the Company with its officers, its counsel and the independent public Accountants who have certified its financial statements, as shall be necessary, in the opinion of such holders or such underwriters or their respective counsel, in order to conduct a reasonable and diligent investigation within the meaning of the Securities Act. Without limiting the foregoing, each registration statement, prospectus, amendment, supplement or any other document filed with respect to a registration under this Section 17 shall be subject to review and reasonable approval by the holders registering Shares in such Form registration and by their counsel. (i) The Company will cause all of Election, from a member of any the Shares registered national pursuant to this Section 17 to be accepted for quotation to the same extent as similar securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance issued by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineCompany.

Procedures. Each holder (a) The General Partner shall notify TMG in writing during each Option exercise period that either (i) the General Partner has elected, with the approval of record the Conflicts Committee, not to cause a Partnership Group Member to exercise such Option, in which case the TMG Entities may own, operate or Transfer the Option Assets subject to the applicable Option without any further obligation to offer such Option Assets to the Partnership (including pursuant to Article VI), or (ii) the General Partner, with the approval of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) the Conflicts Committee, wishes to be converted into the right cause a Partnership Group Member to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the rightexercise such Option, subject to the limitations set forth in this Article II negotiation of the terms of the exercise of such Option pursuant to the provisions of Section 5.2(b). If during the applicable exercise period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to exercise such Option, within 45 days after such notification TMG shall submit a term sheet (an “Option Term Sheet”) to the General Partner containing the fundamental terms (other than purchase price and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: requirements of the Indenture, if applicable) on which it would be willing to sell (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (ior to cause another TMG Entity to sell) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) applicable Option Assets, including any proposed commitments from the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionTMG Entities, if any. (b) Buyer Within 45 days after delivery of the Option Term Sheet, the General Partner shall prepare a form reasonably acceptable submit to CompanyTMG, including appropriate on behalf of the Partnership and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company with the concurrence of the Conflicts Committee, the cash purchase price (the “Form Proposed Option Price”) it is willing to cause a Partnership Group Member to pay for the applicable Option Assets and that would satisfy the requirements of Election”)the Indenture, so as if applicable. Thereafter, TMG and the Conflicts Committee shall negotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the Conflicts Committee are unable to permit Holders agree on such terms during such 60-day period, TMG may attempt to exercise their right sell the applicable Option Assets to make a person who is not an ElectionAffiliate of TMG within six months of the termination of such 60-day period, and shall make provided that the purchase price for such form available to Company for review Option Assets may not be less than five 105% of the Proposed Option Price and otherwise shall be on terms that are not materially more favorable to the proposed purchaser as the terms specified in the Option Term Sheet submitted by TMG pursuant to Section 5.2(a) with respect to such Option Assets, in each case as determined by written resolution of the Board of Directors of TMG. If no sale to a non-Affiliate occurs within such six-month period, the General Partner shall have the right (5but not the obligation) Business Days prior to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership Group Member to purchase the applicable Option Assets at the Proposed Option Price and otherwise upon the terms specified in the Option Term Sheet. The General Partner shall notify TMG of its first distribution intent to Holderscause a Partnership Group Member to purchase the applicable Option Assets at the Proposed Option Price within 45 days of the expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a sale to a non-Affiliate. If the General Partner either (A) fails to respond within such 45-day period or (B) rejects the opportunity by written notice of the General Partner, with the approval of the Conflicts Committee, to TMG, then the TMG Entities may own, operate or Transfer the applicable Option Assets without any further obligation to offer the applicable Option Assets to the Partnership (including pursuant to Article VI). (c) Buyer (i) shall initially make available and mail If requested by the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing dateGeneral Partner, and (ii) following such mailing date, TMG shall use all commercially reasonable efforts to make available as promptly as possible a Form of Election obtain financial statements with respect to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein Option Assets purchased by a Partnership Group Member as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance required under Regulation S-X promulgated by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Securities and Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineCommission or any successor statute.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration A. If, in accordance withwith this Article 3, the Company determines to issue additional Equity Securities, it shall cause an officer to give each Stockholder notice, specifying in reasonable detail the nature and subject totype of securities being offered and the price at which they are being offered, Section 2.01(aat least twenty-one (21) days before issuing any such securities. Within twenty (a “Holder”20) days of the receipt of that notice, each Stockholder shall have the right, subject by giving notice to the limitations designated officer, but not the obligation, to purchase the securities being offered as provided herein. B. Any Stockholder desiring to exercise its pre-emptive and related rights hereunder must give to the Company written notice of its election to purchase up to a specified number of the securities proposed to be offered by the close of business on the twentieth (20th) day after the notice required by Section 3.2 was given to it. Such response shall set forth the Stockholder’s acceptance of the offer and designate a number of Shares (or, if applicable, a value of securities) to be purchased by such Stockholder, which number may be fewer than, equal to, or more than the number of Shares that such Stockholder has a right to purchase under Section 3.1. If any Stockholder does not elect to purchase all of the offered Equity Securities that it has right to purchase under Section 3.1, the securities remaining shall be allocated to each other electing Stockholder in one or more successive allocations, up to the number or amount of securities specified in the election, pro rata, in the same proportion as the total number of Common Shares held by that electing Stockholder bears to the total number of issued and outstanding Shares held by all electing Stockholders electing to purchase more than the maximum number of shares that they are entitled to purchase. C. Not later than ten (10) days after the date on which this offer of rights expires, the Company shall notify each electing Stockholder of the time and place of closing, the number or amount of securities allotted to it, and the purchase price therefor, whereupon each such electing stockholder shall become legally obligated to purchase such securities at the price and on the terms offered. D. Following the expiration of the offer and the giving of the notice required by Section 3.2A, the Company may thereafter offer and sell any of the Equity Securities not purchased by the Stockholders for a period of one hundred twenty (120) days on the terms and conditions set forth in the original notice to the Stockholders. Any of the Equity Securities not sold during that period may not thereafter be sold without first complying with the requirements of this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election3. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of The offering party shall first obtain a bona fide written offer (the “Offer”) to purchase the shares of Company Common Stock or preferred stock held by such party (the “Offered Stock”) for a fixed cash price (which may be payable over time). The Offer shall set forth its date, the proposed price per share, and Company Restricted the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the prospective purchaser. The term “prospective purchaser” means the prospective record owner or owners of the Offered Stock Awards and all other persons and entities proposed to have a beneficial interest in the Offered Stock. The offering party shall transmit copies of the Offer to the Company, the Investors and the Prior Investors (as defined other than the Litigants) within seven (7) days after receipt of the Offer. Transmittal of the Offer to the Company, the Investors and the Prior Investors shall constitute offers (subject to acceptance in the order set forth below) to sell all but not less than all of the Offered Stock to the Company, the Investors and the Prior Investors at the price and upon the terms set forth in the Offer. For a period of twenty (20) days (or to the extent applicable, such shorter period as it may take for the Company to decline such Offer) after the submission of the Offer to the Company, the Company shall have the exclusive option, exercisable by written notice to the offering party with a copy to the Investors and Prior Investors, to accept all, but not less than all the Offered Stock at the price and upon the terms set forth in the Offer. If the Offered Stock is not accepted for purchase by the Company within the applicable twenty (20) day period it shall be converted into deemed to be offered to the right to receive Investors and Prior Investors (other than the Per Share Cash Consideration and/or the Stock Consideration in accordance withLitigants), and subject to, Section 2.01(a) (a “Holder”) who shall have the right, subject exercisable by written notice to the limitations offering party within an additional period of fifteen (15) days, to purchase their Pro Rata Portion of all of the remaining Offered Stock (the “Remaining Offered Stock”) at the price and upon the terms set forth in the Offer. If an Investor or Prior Investor elects to purchase his, her or its full Pro Rata Portion (an “Electing Investor”) of the Remaining Offered Stock, then such Electing Investor shall have a right of over-allotment such that if any other party fails to purchase a full Pro Rata Portion of the Remaining Offered Stock, such Electing Investor may purchase, on a pro rata basis with other Electing Investors, that portion of the Remaining Offered Stock which such other party elected not to purchase. Each Electing Investor shall specify in a notice to the Company whether such Electing Investor also elects to purchase his, her or its pro rata portion of such Remaining Offered Stock, if any. If the Company, the Investors and the Prior Investors do not exercise their rights to purchase collectively all of the Offered Stock within the period set forth in this Article II Section 4.1, the rights of the Company, the Investors and except as otherwise may be agreed by such Holder and Buyer, the other Prior Investors under this Section 4.1 shall terminate; provided that if the proposed transfer to submit an election the prospective purchaser is not consummated in accordance with the following procedures: (a) Each Holder may specify in a request made terms and conditions of the Offer, the offering party shall not be entitled to transfer the Offered Stock unless it is first reoffered to the Company, the Investors and the Prior Investors on the different terms and conditions in accordance with the provisions foregoing procedures of this Section 2.05 4.1. Moreover, if the Offered Stock is not transferred to the prospective purchaser pursuant to the terms and conditions of the Offer within a period of ninety (herein called an “Election”90) (i) days after a copy of the number of shares of Company Common Stock owned Offer is received by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate the Investors and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable the Prior Investors, the Offered Stock may not be transferred pursuant to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior this Section 4.1 until it has been reoffered to the anticipated Election Deadline to Holders of record as of Company, the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date Investors and the Election Deadline is referred to herein as Prior Investors in accordance with the “Election Period”foregoing procedures of this Section 4.1. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have twenty (20) days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to receive purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Per Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of such offering of New Securities (a “"Purchasing Holder”") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the right, subject Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the limitations relative Pro Rata Shares of the Purchasing Rights Holders, at any time within ten (10) days after receiving the Overallotment Notice. Rights Holders exercising the right of first refusal set forth in this Article II and except as otherwise Section 3 may be agreed by pay the purchase price for such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) securities (i) the number of shares of Company Common Stock owned in cash (by such Holder (check) or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and by wire transfer, (ii) the number by cancellation of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Companyany outstanding debt and/or accrued interest, including appropriate and customary transmittal materials in such form as prepared the Notes, owed by Buyer and reasonably acceptable the Company to Company the Rights Holder; (iii) by exchange of the “Form Company's securities held by Rights Holder at the Fair Market Value thereof or (iv) by a combination of Election”(i), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”(iii). (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder The Company will give iStar written notice (a “Top Up Issuance Notice”) of record its intention to issue New Common Stock in a Top Up Issuance as soon as practicable, but in no event later than the time authorization for such Top Up Issuance is granted by the Board. The Top Up Issuance Notice shall describe the price (or range of prices), anticipated number of shares of Company New Common Stock and Company Restricted Stock Awards (as defined below) to be converted into issued, timing and other material terms of the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance withTop Up Issuance, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) well as the number of shares of Company New Common Stock owned by such Holder that iStar is entitled to purchase pursuant to the Top Up Right. iStar will have five Business Days from the date of the Top Up Issuance Notice to advise the Company in writing (or subject a “Top Up Issuance Exercise Notice”) that it intends to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election exercise its Top Up Right and (ii) the applicable number of shares of Company New Common Stock owned by such Holder (it determines to acquire. A Top Up Right may be exercised in whole or subject to such Company Restricted Stock Awards) in part. If iStar delivers a Top Up Issuance Exercise Notice with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to CompanyTop Up Issuance, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Electionthen closing for iStar’s Top Up Right will be contingent upon, and shall make such form available to Company for review not less than will take place simultaneously with, or within five (5) Business Days prior after, the closing of such Top Up Issuance. Failure by iStar to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) deliver a Top Up Issuance Exercise Notice within five Business Days prior to from the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of the Top Up Issuance Notice shall be deemed a waiver of iStar’s Top Up Right with respect to such Old CertificatesTop Up Issuance. iStar agrees that it will, as set forth in such Form of Election, from a and will cause each member of the Stockholder Group to, maintain the confidentiality of any registered national securities exchange or a commercial bank or trust company information included in any Top Up Issuance Notice delivered by the United States. As used herein, Company unless otherwise agreed required by law or subpoena. iStar acknowledges that information included in advance by the parties, “Election Deadline” means 5:00 p.m. local time (any Top Up Issuance Notice may constitute material non-public information and effecting an acquisition or disposition of any Company securities while in the city in which the principal office possession of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue such material non-public information may constitute a press release reasonably satisfactory to each violation of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineapplicable U.S. federal securities laws.

Procedures. Each holder The Company shall purchase from a Holder, pursuant to this Article VI, Notes if the principal amount of record such Notes is $1,000 or a multiple of shares $1,000 if so requested by such Holder. Any purchase by the Company contemplated pursuant to the provisions of Company Common Stock and Company Restricted Stock Awards (as defined below) this Article VI shall be consummated by the delivery of the Change in Control Purchase Price to be converted into received by the Holder promptly following the later of the Change in Control Purchase Date or the time of book-entry transfer or delivery of the Notes. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by Section 6.3 shall have the right at any time prior to the close of business on the Business Day prior to the Change in Control Purchase Date to withdraw such Change in Control Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 8.2. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written notice of withdrawal thereof. On or before the Change in Control Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Change in Control Purchase Price of the Notes to be purchased pursuant to this Article VI. Payment by the Paying Agent of the Change in Control Purchase Price for such Notes shall be made promptly following the later of the Change in Control Purchase Date or the time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this Indenture, money sufficient to pay the Change in Control Purchase Price of such Notes on the Business Day following the Change in Control Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest (including Liquidated Damages, if any) on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Per Share Cash Consideration and/or Change in Control Purchase Price upon delivery or transfer of the Stock Consideration Notes). Nothing herein shall preclude any withholding tax required by law. The Company shall require each Paying Agent (other than the Trustee) to agree in accordance withwriting that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Change in Control Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and subject to, Section 2.01(a) (hold it as a “Holder”) shall have the right, subject separate trust fund. The Company at any time may require a Paying Agent to deliver all money held by it to the limitations set forth in this Article II Trustee and except as otherwise may be agreed to account for any funds disbursed by such Holder and Buyerthe Paying Agent. Upon doing so, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Paying Agent shall have receivedno further liability for the cash delivered to the Trustee. All questions as to the validity, during the Election Period, a Form of Election properly completed and signed eligibility (including duly executed transmittal materials included in the Form time of Electionreceipt) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member acceptance of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance Notes for redemption shall be determined by the partiesCompany, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties whose determination shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, be final and at least five (5) Business Days prior to, the Election Deadlinebinding.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder If the TCI Partner exercises the Early Put, the TCI Partner, with its notice of exercise, shall notify the Adelphia General Partner in writing of its choice of the transactions specified in Section 13.2.1(b). Within 30 days after receipt of such notice from the TCI Partner specified in the preceding sentence, the Adelphia General Partner shall provide written notice to the TCI Partner as to whether it will implement the transaction designated by the TCI Partner or whether it elects to pursue one of the other transactions specified in Section 13.2.1(b), and including, if applicable, designation of which Redemption Systems (as hereinafter defined) it would choose to use in connection with such transactions. If the transaction elected by the Adelphia General Partner is not the transaction designated by the TCI Partner, then at the expiration of the 20 day period after receipt of such notice from the Adelphia General Partner, unless the TCI Partner sends written notice within such 20 day period to the Adelphia General Partner that it elects to pursue the transaction designated by the Adelphia General Partner, the Early Put shall be automatically rescinded and the Partners shall have no obligation in connection therewith. If the Adelphia General Partner chooses the transaction designated by the TCI Partner, or if the TCI Partner notifies the Adelphia General Partner that it elects to pursue the transaction designated by the Adelphia General Partner, thereafter, the Partners (and, as applicable, TCI Parent, on behalf of the owners of the stock of the TCI Owners) shall negotiate in good faith and shall use commercially reasonable efforts for a period of 45 days from the date of notice from the Adelphia General Partner of its election to pursue the transaction designated by the TCI Partner or the notice from the TCI Partner of its election to pursue the transaction designated by the Adelphia General Partner, as the case may specify be, to determine the terms and conditions of such transaction and to enter into appropriate arrangements implementing the same. If, after negotiating in a request made good faith and using commercially reasonable efforts, the parties are unable within the 45 day period referred to above to reach agreement as to the aforementioned terms and conditions, the Early Put shall be automatically rescinded and the Partners shall have no obligation in accordance with connection therewith. The TCI Partner may, after the expiration of 12 months following any rescission permitted hereunder (but prior to the seventh anniversary after the date hereof), again elect the Early Put, in which event the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior 13.2 relating to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, Early Put shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”again be applicable. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of The Company may exercise its right to repurchase under Section 5.1(a) above, and the Management Shareholder may exercise his right to put his shares of Company under Section 5.1(b) above, by giving written notice to the other party (or its representatives). The purchase price for Common Stock sold pursuant to this Section 5.1(c) shall be the “Appraised Price.” The Appraised Price shall be the fair market value of such Common Stock, as may be mutually agreed upon by the Company and Company Restricted the Management Shareholder. If such parties cannot mutually agree upon the fair market value of the Common Stock Awards (as defined below) to be converted into sold within ten (10) days following written notice, the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Appraised Price shall be determined as follows: each party shall have the rightopportunity to appoint, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerat its own cost, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than qualified appraiser within five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as days following expiration of the Business Day prior to such mailing date, and ten (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time 10)-day period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date within which the parties could not mutually agree upon the Appraised Price. The appointment of a qualified appraiser shall agree is as near as practicable be made in writing and delivered to the other party. If either party shall fail to appoint a qualified appraiser within this five (55)-day period, the other qualified appraiser shall unilaterally establish the Appraised Price for the Common Stock by a written opinion. If both parties shall appoint a qualified appraiser within this five (5)-day period, such qualified appraisers shall establish the Appraised Price in a single written opinion signed by both of them. If such qualified appraisers cannot agree on the fair market value of the Common Stock to be sold within ten (10) Business Days preceding days of the Closing Dateappointment of the latter of them, such qualified appraisers shall appoint a third qualified appraiser whose sole written opinion shall establish the Appraised Price and shall be binding on the Company and the Management Shareholder or his representatives. The parties cost for such third qualified appraiser, if necessary, shall cooperate be borne equally by the Company and the Management Shareholder or his representatives. In the event the Company exercises its rights to issue purchase a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15terminated Management Shareholder’s Common Stock under Section 5.1(a) Business Days before, and at least five (5) Business Days prior toabove, the Election DeadlineAppraised Price shall be paid to such Management Shareholder in three equal annual installments, plus interest at an annual rate of 7%.

Procedures. Each (a) The Company will send a written notice of mandatory exchange (the "Mandatory Exchange Notice") by mail to each holder of record of shares Securities not fewer than 30 days nor more than 60 days before the date fixed for such exchange (the "Mandatory Exchange Date"); provided, however, that no failure to give such notice nor any deficiency therein shall affect the validity of Company Common Stock and Company Restricted Stock Awards (as defined below) the procedure for the exchange of any Securities to be converted into exchanged except as to the holder or holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. The Mandatory Exchange Notice shall state: (1) the Mandatory Exchange Date; (2) that the holder is to surrender to the Company, in the manner and at the place or places designated, his certificate or certificates representing the Securities; (3) that (a) interest on the Securities shall cease to accrue on such Mandatory Exchange Date and (b) after the Exchange Date, all Securities shall be deemed to have been paid in full and to be no longer outstanding for any purposes under this Indenture except to evidence the right of the Holder thereof to receive the Per Share Cash Consideration and/or shares of Series C Preferred Stock issuable in exchange therefor and the Stock Consideration in accordance with, payment of all accrued and subject to, Section 2.01(a) (a “Holder”) shall have unpaid interest on the right, subject Securities to the limitations set forth Mandatory Exchange Date, in this Article II and except as otherwise may be agreed by either case whether or not certificates for Securities are 96 surrendered for exchange on such Holder and Buyer, to submit an election Mandatory Exchange Date unless the Company shall default in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number delivery of shares of Company Common Series C Preferred Stock owned by such Holder or in the payment of all accrued interest; and (or subject to such Company Restricted Stock Awards4) with respect to which such Holder desires to make a Stock Election and (ii) that dividends on the number of shares of Company Common Series C Preferred Stock owned by shall accrue from the Mandatory Exchange Date whether or not certificates for Securities are surrendered for exchange on such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionMandatory Exchange Date. (b) Buyer shall prepare a form reasonably acceptable On and after the Mandatory Exchange Date, interest will cease to Companyaccrue on the Outstanding Securities, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company all rights of the Holders of Securities (except the “Form of Election”), so as to permit Holders to exercise their right to make receive shares of Series C Preferred Stock and an Electionamount in cash, to the extent applicable, equal to the accrued and shall make unpaid interest to the Mandatory Exchange Date) will terminate. The person entitled to receive the Series C Preferred Stock issuable upon such form available to Company exchange will be treated for review not less than five (5) Business Days prior to its first distribution to Holdersall purposes as the registered holder of such shares of Series C Preferred Stock. (c) Buyer (i) Each holder of Securities shall initially make available surrender the certificate or certificates representing such Securities, in the manner and mail at the Form of Election not less than twenty (20) Business Days prior place designated in the Mandatory Exchange Notice; provided that no failure by any Holder to surrender properly any Security shall affect in any manner whatsoever the anticipated Election Deadline to Holders of record as validity of the Business Day prior exchange (or deemed exchange) of such Security or any other Security pursuant to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadlinethis Article XIV. The time period between such mailing date Company shall cause the shares of Series C Preferred Stock to be issued on the Mandatory Exchange Date and all accrued interest on the Election Deadline is referred Securities through the Mandatory Exchange Date to herein as be paid or otherwise set apart for the “Election Period”. (d) Any Election shall have been made properly only if holders of Securities and, upon surrender in accordance with the Exchange Agent Notice of the certificates for any Securities so exchanged, duly endorsed (or otherwise in proper form for transfer, as determined by the Company), such Securities shall have received, during be exchanged by the Election Period, a Form Company into shares of Election properly completed Series C Preferred Stock. The Company shall pay dividends on the shares of Series C Preferred Stock at the rate and signed (including duly executed transmittal materials included on the dates specified in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, Series C Schedule from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Mandatory Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Rights Holder shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, days from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of receipt of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the Election Deadline price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not more than fifteen to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (1520) Business Days beforeday period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written ----------------- notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at least five any time within ten (510) Business Days prior to, days after receiving the Election DeadlineOverallotment Notice.

Procedures. Each holder (a) The General Partner shall notify TMG in writing during each Option exercise period that either (i) the General Partner has elected, with the approval of record the Conflicts Committee, not to cause a Partnership Group Member to exercise such Option, in which case the TMG Entities may own, operate or Transfer the Option Assets subject to the applicable Option without any further obligation to offer such Option Assets to the Partnership (including pursuant to Article VI), or (ii) the General Partner, with the approval of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) the Conflicts Committee, wishes to be converted into the right cause a Partnership Group Member to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the rightexercise such Option, subject to the limitations set forth in this Article II negotiation of the terms of the exercise of such Option pursuant to the provisions of Section 5.2(b). If during the applicable exercise period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to exercise such Option, within 45 days after such notification TMG shall submit a term sheet (an "Option Term Sheet") to the General Partner containing the fundamental terms (other than purchase price and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: requirements of the Indenture, if applicable) on which it would be willing to sell (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (ior to cause another TMG Entity to sell) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) applicable Option Assets, including any proposed commitments from the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionTMG Entities, if any. (b) Buyer Within 45 days after delivery of the Option Term Sheet, the General Partner shall prepare a form reasonably acceptable submit to CompanyTMG, including appropriate on behalf of the Partnership and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company with the concurrence of the Conflicts Committee, the cash purchase price (the “Form "Proposed Option Price") it is willing to cause a Partnership Group Member to pay for the applicable Option Assets and that would satisfy the requirements of Election”)the Indenture, so as if applicable. Thereafter, TMG and the Conflicts Committee shall negotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the Conflicts Committee are unable to permit Holders agree on such terms during such 60-day period, TMG may attempt to exercise their right sell the applicable Option Assets to make a person who is not an ElectionAffiliate of TMG within six months of the termination of such 60-day period, and shall make provided that the purchase price for such form available to Company for review Option Assets may not be less than five 105% of the Proposed Option Price and otherwise shall be on terms that are not materially more favorable to the proposed purchaser as the terms specified in the Option Term Sheet submitted by TMG pursuant to Section 5.2(a) with respect to such Option Assets, in each case as determined by written resolution of the Board of Directors of TMG. If no sale to a non-Affiliate occurs within such six-month period, the General Partner shall have the right (5but not the obligation) Business Days prior to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership Group Member to purchase the applicable Option Assets at the Proposed Option Price and otherwise upon the terms specified in the Option Term Sheet. The General Partner shall notify TMG of its first distribution intent to Holderscause a Partnership Group Member to purchase the applicable Option Assets at the Proposed Option Price within 45 days of the expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a sale to a non-Affiliate. If the General Partner either (A) fails to respond within such 45-day period or (B) rejects the opportunity by written notice of the General Partner, with the approval of the Conflicts Committee, to TMG, then the TMG Entities may own, operate or Transfer the applicable Option Assets without any further obligation to offer the applicable Option Assets to the Partnership (including pursuant to Article VI). (c) Buyer (i) shall initially make available and mail If requested by the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing dateGeneral Partner, and (ii) following such mailing date, TMG shall use all commercially reasonable efforts to make available as promptly as possible a Form of Election obtain financial statements with respect to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein Option Assets purchased by a Partnership Group Member as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance required under Regulation S-X promulgated by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Securities and Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing DateCommission or any successor statute. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.ARTICLE VI

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) After the Initial Date of Original Issue, the Fund shall give the Placement Agent and the Insurer written notice, substantially in the form of Exhibit B hereto (a "Notice of Issuance"), of its intention to sell one or more series of Preferred Shares (the "Offered Preferred Shares") no less than thirty days prior to the proposed Marketing Commencement Date (as hereinafter defined). Each Holder may specify in a request made in accordance with the provisions Notice of this Section 2.05 (herein called an “Election”) Issuance shall state (i) the number proposed Date of shares of Company Common Stock owned by Original Issue for such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election Offered Preferred Shares and (ii) the number of Offered Preferred Shares to be issued, which in any event shall not be less than 1,200 shares nor more than 6,000 shares. (i) Subject to the satisfaction of Company Common Stock owned by the conditions set forth in Section 3(c) hereof, the Placement Agent shall be obligated to use its best efforts to secure subscriptions to purchase Offered Preferred Shares pursuant to Section 1 hereof during the period (the "Marketing Period") commencing on the seventh business day (each a "Marketing Commencement Date") prior to the Date of Original Issue for such Holder Offered Preferred Shares and ending on the second business day prior to such Date of Original Issue. The Fund reserves the right, in its sole discretion, to suspend the solicitation of subscriptions for Offered Preferred Shares during any Marketing Period. Upon the receipt of written notice from the Fund, the Placement Agent will suspend solicitation of subscriptions for Offered Preferred Shares during such Marketing Period until such time as the Fund has advised the Placement Agent that such solicitation may be resumed. (ii) If (A) the Fund suspends the solicitation of subscriptions for Offered Preferred Shares during any Marketing Period and then advises the Placement Agent that it may resume soliciting subscriptions for such Offered Preferred Shares or (B) the Placement Agent is not obligated to solicit subscriptions to buy Offered Preferred Shares pursuant to Section 1 hereof during any Marketing Period or to purchase Offered Preferred Shares pursuant to Section 5(a) hereof on the proposed Date of Original Issue therefor as a result of the occurrence of an event described in Section 7(o) hereof, (1) any further obligation of the Placement Agent to solicit subscriptions for such Offered Preferred Shares shall be subject to the satisfaction of the conditions set forth in Section 3(c) hereof on the date the Fund requests the Placement Agent to resume soliciting such Company Restricted Stock Awardssubscriptions or on the date of the cessation of the event described in Section 7(o) hereof, as the case may be, (2) the Date of Original Issue for such Offered Preferred Shares shall be postponed to a date agreed upon by the Fund and the Placement Agent that is at least seven full business days after the resumption of solicitation or the cessation of the event described in Section 7(o) hereof, as the case may be, (3) the Marketing Period for such Offered Preferred Shares shall recommence on the date described in clause (1) above and shall end on the second business day prior to such Date of Original Issue and (4) the Fund shall make any changes that in the opinion of counsel for the Fund or counsel for the Placement Agent may be necessary in the preliminary Offering Circular with respect to which such Holder desires Offered Preferred Shares to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in reflect such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holderschanges. (c) Buyer The obligation of the Placement Agent to solicit subscriptions for Offered Preferred Shares during any Marketing Period therefor will be subject to the accuracy on and as of the related Marketing Commencement Date of the representations and warranties of the Fund and Investment Manager contained herein, to the performance by the Fund and the Investment Manager of all of their respective obligations required to be performed hereunder on or prior to such Marketing Commencement Date and to each of the following additional terms and conditions: (i) No stop order suspending the sale of such Offered Preferred Shares in any jurisdiction shall initially make available have been issued and mail no proceeding for that purpose shall have been commenced or shall be pending or threatened; (ii) The Fund shall have prepared and delivered to the Form Placement Agent copies of Election not a preliminary Offering Circular with respect to such Offered Preferred Shares, consisting of the Initial Offering Circular, amended or supplemented in a manner satisfactory to the Placement Agent to include the following information: (A) the number of such Offered Preferred Shares being offered, the initial Auction Date for such Offered Preferred Shares and the number of Rate Period Days in the initial Rate Period therefor which in no event shall exceed 28 Rate Period Days without the consent of the Placement Agent; (B) all information with respect to the Insurer contained in any documents filed by Ambac Financial Group with the Securities and Exchange Commission (the "Commission") pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the date of the Initial Offering Circular; (C) all financial and statistical information with respect to the Insurer contained in such preliminary Offering Circular under the heading "Capitalization of the Company--Ambac" as of the end of a fiscal year of the Insurer ending less than twenty one year and ninety days before the last day of such Marketing Period and, if the last day of such Marketing Period will be more than 160 days after the end of such fiscal year (20155 days, in the case of the fiscal year ending December 31, 2005), all financial and statistical information with respect to the Insurer contained in such preliminary Offering Circular under the heading "Capitalization of the Company--Ambac and the Money Markets Preferred Shares Policy" presented as of the end of a fiscal quarter of the Insurer ending less than 160 days (or 155 days, in the case of the fiscal year ending December 31, 2005) Business Days before the last day of such Marketing Period; and (D) all information contained in the most recent annual and semi-annual reports filed by the Fund with the Commission pursuant to the 1940 Act since the date of the Initial Offering Circular, and all financial statements (excluding, in each case, any summary or schedule of the assets of the Fund included therewith) provided to the Lenders pursuant to Section 6.1.2 of the Credit Agreement, including, without limitation, the following: (1) if such Marketing Commencement Date is during the period commencing on November 30, 2004 to but excluding March 31, 2005, an unaudited consolidated balance sheet of the Fund as of September 30, 2004 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending September 30, 2004 and the period from the Initial Date of Original Issue to September 30, 2004 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (2) if such Marketing Commencement Date is during the period commencing on March 31, 2005 to but excluding May 31, 2005, (x) an audited consolidated balance sheet of the Fund as of December 31, 2004 and the related audited consolidated statements of operations, members' equity and cash flows for the period from the Initial Date of Original Issue to December 31, 2004 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (y) the information contained in the Fund's annual report for the period from the Initial Date of Original Issue to December 31, 2004 filed by the Fund with the Commission; (3) if such Marketing Commencement Date is during the period commencing on May 31, 2005 to but excluding August 31, 2005, (x) the audited financial statements and information from the Fund's annual report described in paragraph (2) above and (y) an unaudited consolidated balance sheet of the Fund as of March 31, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending March 31, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (4) if such Marketing Commencement Date is during the period commencing on August 31, 2005 to but excluding November 30, 2005, (x) the audited financial statements described in paragraph (2) above, (y) an unaudited consolidated balance sheet of the Fund as of June 30, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter and the portion of the year ending June 30, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (z) the information contained in the Fund's semi-annual report for the six months ending June 30, 2005 filed by the Fund with the Commission; (5) if such Marketing Commencement Date is during the period commencing on November 30, 2005 to but excluding March 31, 2006, (x) the audited financial statements described in paragraph (2) above, (y) the information from the Fund's semi- annual report described in paragraph (4) above and (z) an unaudited consolidated balance sheet of the Fund as of September 30, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter and the portion of the year ending September 30, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (6) if such Marketing Commencement Date is during the period commencing on March 31, 2006 to but excluding May 31, 2006, (x) an audited consolidated balance sheet of the Fund as of December 31, 2005 and the related audited consolidated statements of operations, members' equity and cash flows for the year ending December 31, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (y) the information contained in the Fund's annual report for the year ending December 31, 2005 filed by the Fund with the Commission; and (7) if such Marketing Commencement Date is during the period commencing on May 31, 2006 to but excluding July 1, 2006, (x) the audited financial statements and information from the Fund's annual report described in paragraph (6) above and (y) an unaudited consolidated balance sheet of the Fund as of March 31, 2006 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending March 31, 2006 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (iii) The Placement Agent shall not have discovered and disclosed to the Fund during or prior to the anticipated Election Deadline commencement of such Marketing Period that such preliminary Offering Circular or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of the Placement Agent, is material or omits to Holders state any fact which, in the reasonable opinion of record the Placement Agent, is material and is required to be stated therein or is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) The Placement Agent shall have received a certificate on such Marketing Commencement Date signed by any Vice President, Treasurer or Assistant Treasurer of the Insurer, dated such Marketing Commencement Date, in which such officer consents to the inclusion of the information under the heading "Capitalization of the Company--Ambac" in such preliminary Offering Circular (the "Insurer's Information") and certifies that the Insurer's Information as of such Marketing Commencement Date is true and correct in all material respects and does not include any untrue statement of a material fact; and (v) If such preliminary Offering Circular contains financial data with respect to the Fund, the Placement Agent shall have received a letter from the certified independent accountants of the Fund, addressed to the Placement Agent, dated the Marketing Commencement Date, in form and substance acceptable to the Placement Agent (A) confirming that they are independent public accountants with respect to the Fund within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (B) stating, as of the Business Day prior Marketing Commencement Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in such mailing datepreliminary Offering Circular, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible of a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election date not more than five days prior to the Election Deadline. The time period between Marketing Commencement Date), the conclusions and findings of such mailing date firm with respect to the financial information and the Election Deadline is referred other matters ordinarily covered by accountants' "comfort letters" to herein as the “Election Period”underwriters in connection with registered public offerings. (d) Any Election The Placement Agent will set the initial dividend rate on each series of Offered Preferred Shares on the second business day prior to the Date of Original Issue for such series or on such other business day as shall have been made properly only if be agreed upon by the Exchange Placement Agent and the Fund (the "Pricing Date"). If, on the Pricing Date for any series of Offered Preferred Shares, the Placement Agent shall have received, during not solicited Prospective Purchasers to purchase all of the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificatesseries on the Date of Original Issue for such series, the dividend rate for the initial Rate Period for such series will equal the Maximum Rate for such Rate Period. On the Pricing Date for each series of Offered Preferred Shares, the Fund will prepare and provide copies to the Placement Agent of an Offering Circular, dated such Pricing Date, consisting of the preliminary Offering Circular with respect to such series of Offered Preferred Shares as set forth in of such Form Pricing Date and including the initial dividend rate on such series of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance Offered Preferred Shares with such additional changes as shall be consented to by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlinePlacement Agent.

Procedures. Each holder of record of shares of (i) If the Company Common Stock and Company Restricted Stock Awards (as defined below) desires to be converted into the exercise its right to receive purchase Incentive Units granted to a Service Provider pursuant to this Section 10.04, the Per Share Cash Consideration and/or Company shall deliver to the Stock Consideration in accordance with, and subject to, Section 2.01(a) Service Provider a written notice (a the “HolderPurchase Notice”) shall have within the right, subject to the limitations aforementioned time period set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (aSection 10.04(a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) specifying the number of shares of Company Common Stock owned Incentive Units to be purchased by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of ElectionPurchased Incentive Units”) and the purchase price therefor in accordance with Section 10.04(a), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (cii) Buyer (i) shall initially make available Each applicable Service Provider shall, at the closing of any purchase consummated pursuant to this Section 10.04, represent and mail the Form of Election not less than twenty (20) Business Days prior warrant to the anticipated Election Deadline to Holders of record as of the Business Day prior to Company that: (A) such mailing dateService Provider has full right, title and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior interest in and to the Election Deadline. The time period between Purchased Incentive Units; (B) such mailing date Service Provider has all the necessary power and authority and has taken all necessary action to sell such Purchased Incentive Units as contemplated by this Section 10.04; and (C) the Election Deadline is referred to herein Purchased Incentive Units are free and clear of any and all liens other than those arising as a result of or under the “Election Period”terms of this Agreement. (diii) Any Election The closing of any sale of Purchased Incentive Units pursuant to this Section 10.04 shall have been made properly only if take place no later than thirty (30) days following receipt by the Exchange Agent Service Provider of the Purchase Notice. The purchase price for the Purchased Incentive Units shall have receivedbe paid on the fifth Business Day following the expiration of all covenants applicable to such holder of Purchased Incentive Units in Article XI herein or under any effective Award Agreement, during employment agreement or any written non-disclosure, non-competition, or non-solicitation covenant or agreement with the Election Period, a Form Company or any member of Election properly completed and signed the Management Company Group. (including duly executed transmittal materials included in iv) To the Form extent that the payment of Election) and accompanied the purchase price for the Purchased Incentive Units at the time of such closing is not permitted by any Old Certificates representing all certificated shares to which credit facility or similar arrangement of the Company or any member of the Management Company Group, the Company may pay such Form of Election relates or by an appropriate customary guarantee of delivery purchase price in installments with simple interest accruing on the unpaid amount of such Old Certificates, as set forth in such Form purchase price at 3% per annum over a period of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable up to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineyears.

Procedures. Each holder Conversion of record this Note may be effected by the Holder upon the surrender to the Company at the principal office of shares the Company or at the office of Company Common Stock and Company Restricted Stock Awards (any agent or agents of the Company, as defined below) may be designated by the Company, of the Note to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (accompanied by a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by written notice stating that such Holder and Buyer, elects to submit an election in accordance with convert the following procedures: (a) Each Holder may specify in a request made entire Face Amount of such Note in accordance with the provisions of this Section 2.05 2 and specifying the name or names in which such Holder wishes the certificate or certificates for Common Stock to be issued. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer Taxes payable upon the issuance of Common Stock in such name or names and an opinion of counsel satisfactory to the Company that the transfer of the Note may be made without registration under the Securities Act or any applicable state securities laws. Other than such Taxes for transfers to other Persons, the Company will pay any and all issue and other Taxes (herein called an “Election”other than Taxes based on income) that may be payable in respect of any issue or delivery of Common Stock on conversion of the Note pursuant hereto. As promptly as practicable, after the surrender of such Note and the receipt of such notice relating thereto and, if applicable, payment of all transfer Taxes for transfers to other Persons (i) or the demonstration to the satisfaction of the Company that 2 3 such Taxes have been paid), the Company shall deliver or cause to be delivered certificates representing the number of shares of Company validly issued, fully paid and nonassessable Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such the Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, Note being converted shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein be entitled as the “Election Period”. (d) Any Election Conversion Amount. Such conversion shall be deemed to have been made properly only if at the Exchange Agent shall have received, during the Election Period, a Form close of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) business on the date which of giving such notice and of such surrender of the parties Note to be converted so that the rights of the Holder thereof as to the amount being converted shall agree is cease except for the right to receive shares of Common Stock in accordance herewith, and the Person entitled to receive the Common Stock shall be treated for all purposes as near as practicable to five (5) Business Days preceding having become the Closing Daterecord holder of such Common Stock at such time. The parties Company shall cooperate not be required to issue a press release reasonably satisfactory to each convert, and no surrender of them announcing the Note shall be effective for that purpose, while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of ten calendar days); but the surrender of the Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such Note was surrendered, and at the Conversion Ratio in effect on the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinesuch surrender.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have ten (10) days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holders Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to receive purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Per Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of such offering of New Securities (a “"PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder”) 's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the right, subject Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerrelative Pro Rata Shares of the Purchasing Rights Holders, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Rights Holder shall have twenty (20) days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of record notice, to agree in writing to (i) purchase such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share) and (ii) if electing to purchase such Pro Rata Shares of New Securities, such Rights Holder’s intention to purchase any shares of Company Common Stock and Company Restricted Stock Awards pursuant to any rights to overallotment (as defined described below). If any Rights Holder fails to so agree in writing within such twenty (20) day period to be converted into the right to receive the Per purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities (and shall forfeit any right to overallotment) that he, she or it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall also have the right, subject a right of overallotment such that such Purchasing Holder may purchase a portion of any Nonpurchasing Holder’s unpurchased Pro Rata Share of such offering of New Securities on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such relative Pro Rata Shares of the Purchasing Rights Holders. If a Purchasing Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders elects to exercise their right to make an Electionhis overallotment rights, and he shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail so agree within the Form of Election not less than twenty (same 20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time -day period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree such Notice is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineeffective.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record New Securities , it shall first give to each Rights Holder written notice of shares its intention to issue New Securities (the “Notice”), describing the type of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities proposed to be converted into issued and the right price and the general terms upon which the Company proposes to receive issue such New Securities. Each Rights Holder shall have twenty (20) days from the Per date of deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share Cash Consideration and/or of such New Securities for the Stock Consideration price and upon the general terms specified in accordance with, the Notice by giving written notice to the Company and subject to, Section 2.01(astating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that such Holder did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering of New Securities on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as days after deemed delivery under Section 6.1 of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions) that would result in a ten percent (10%) or greater reduction in the Pro Rata Share of each Participation Rights Holder, it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Participation Rights Holder shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: ten (a10) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, business days from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of receipt of any such 15 SCHEDULE 13D Page 43 of __ Participation Notice to agree in writing to purchase such Participation Rights Holder's Pro Rata Share of such New Securities for the Election Deadline price and upon the terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not more than fifteen to exceed such Participation Rights Holder's Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within such ten (1510) Business Days beforebusiness day period to purchase such Participation Rights Holder's full Pro Rata Share of an offering of New Securities, and at least five (5) Business Days prior to, then such Participation Rights Holder shall forfeit the Election Deadlineright hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase. Such Participation Rights Holder shall purchase the portion elected by such Participation Rights Holder concurrently with the closing of the transaction triggering the Right of Participation.

Procedures. Each holder (i) In order to exercise a Common Put Right, the Initiating Unitholders shall deliver to the Company a written notice, executed by all Initiating Unitholders (the “Put Option Exercise Notice”). Upon receipt of record a Put Option Notice, all F3C Unitholders (in the case of shares a Put Option Notice delivered by the F3C Majority Common Holders) and/or all ATN Unitholders (in the case of Company a Put Option Exercise Notice delivered by the ATN Majority Common Stock Holders) shall be deemed to have elected to sell all of their Covered Put Securities pursuant to this Section 10.08. Any Put Option Exercise Notice shall the number and Company Restricted Stock Awards (as defined below) type of Covered Put Securities to be converted into sold to the right to receive Company in connection with the Per Share Cash Consideration and/or exercise of such Common Put Right and a reasonably detailed calculation of the Stock Consideration in accordance withCommon Unit Put Price for each type of Covered Put Securities, and subject towhether the Fair Market Value of a Common Unit specified in the Put Option Exercise Notice and used to calculate the Common Unit Put Price has been determined (x) by mutual agreement of ATN and F3C, Section 2.01(a(y) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election valuation in accordance with the following procedures:definition of “Fair Market Value”, or (z) by the Initiating Unitholders. The Company shall deliver a copy of any Put Option Exercise Notice to each holder of Common Units, Warrants and Common Unit Equivalents other than the Initiating Unitholders no later than two Business Days after receiving a Put Option Exercise Notice. (aii) Each Holder may specify If the Fair Market Value of a Common Unit specified in a request made Call Option Exercise Notice has been determined pursuant to clause (x) or (y) of Section 10.08(b)(i), then the Fair Market Value of a Common Unit and, absent manifest error, the Common Unit Put Price specified in the Put Option Exercise Notice shall be final and binding on all holders of Covered Put Securities. (iii) If the Fair Market Value of Common Unit specified in a Put Option Exercise notice has been determined pursuant to clause (z) of Section 10.08(b)(i), ATN and F3C shall attempt to mutually agree on such Fair Market Value as soon as possible following delivery of a Put Option Exercise Notice. If ATN and F3C have not agreed on such Fair Market Value within fifteen (15) days of delivery of a Put Option Exercise Notice, then such Fair Market Value shall be determined by a valuation conducted in accordance with the provisions definition of “Fair Market Value.” Upon the final determination of the Fair Market Value of a Common Unit under this Section 2.05 10.08(b)(iii), (herein called an “Election”) (iA) the number Company shall deliver to each holder of shares Covered Put Securities specified in a Put Exercise Notice a written notice of Company such Fair Market Value and the final calculation of the Common Stock owned by Unit Put Price for such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election Covered Put Securities and (iiB) the number Fair Market Value of shares Common Unit and, absent manifest error, the Common Unit Put Price specified in such notice shall be final and binding on all holders of Company Common Stock owned by Covered Put Securities specified in such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionPut Option Exercise Notice. (biv) Buyer The closing of any repurchase of Covered Put Securities pursuant to this Section 10.08 shall prepare take place no later than 90 days following the date of delivery of the Put Option Exercise Notice or, if later, 20 Business Days following the date of final determination of the Common Unit Put Price under Section 10.08(b)(iii). The Company shall pay the Common Unit Put Price for the Covered Put Securities by wire transfer of immediately available funds. The Company shall give each holder of Covered Put Securities specified in a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company Put Option Exercise Notice at least five Business Days’ written notice of the date of closing of any repurchase of Covered Securities under this Section 10.08 (the each a “Form of ElectionPut Option Closing Date”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less . No later than five (5) two Business Days prior before any Put Option Closing Date, each holder of Covered Put Securities specified in a Put Option Exercise Notice shall give the Company written notice of the account to its first distribution which the Company shall wire the aggregate Common Unit Put Price payable to Holderssuch holder of Covered Put Securities. (cv) Buyer (i) shall initially make available Each holder of Covered Put Securities specified in a Put Option Exercise Notice shall, at the closing of any purchase consummated pursuant to this Section 10.08, represent and mail the Form of Election not less than twenty (20) Business Days prior warrant to the anticipated Election Deadline to Holders of record as of the Business Day prior to Company, severally and not jointly, that: (A) such mailing dateholder has full right, title and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior interest in and to the Election Deadline. The time period between Covered Put Securities held by such mailing date and the Election Deadline is referred to herein as the “Election Period”.holder; (dB) Any Election shall have been made properly only if such holder has all the Exchange Agent shall have received, during necessary power and authority and has taken all necessary action to sell such Covered Put Securities as contemplated by this Section 10.08; and (C) the Election Period, a Form of Election properly completed Covered Put Securities held by such holder are free and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member clear of any registered national securities exchange and all liens other than those arising as a result of or a commercial bank or trust company in under the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office terms of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, this Agreement and at least five (5) Business Days prior to, the Election DeadlineTransfer restrictions under Applicable Law.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it will give to each Rights Holder written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder will have fifteen (15) days from the date of record deemed delivery under Section 6.1 of shares any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder will forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company will promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder will have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as days after deemed delivery under Section 6.1 of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. (i) Pursuant to Section 3.02 of the Lease, so long as no Default, Event of Default, Non-Performance Event or Environmental Trigger shall have occurred and be continuing at the time the Lessee delivers the Extension Request and such request is timely made pursuant to Section 3.02 of the Lease, the Lessee may request that the Lessor, the Agent and the Holders extend the Lease and the related financing by the Holders for the Extension Term (such request by the Lessee is herein called the "Extension Request"). Each holder Holder shall have thirty (30) days from receipt of record such request to inform the Agent whether such Holder, in its sole and absolute discretion, agrees to the Extension Request. Failure of shares any such Holder to indicate its acceptance or rejection by such time shall be deemed to constitute such Holder's rejection thereof. If any Holder (a "Non-Accepting Holder") rejects (or is deemed to have rejected) the Extension Term, the Agent, at the request of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the Lessee, shall have the right to receive cause such Non-Accepting Holder to transfer its interests under the Per Share Cash Consideration and/or Operative Documents to any other Holder that has agreed to the Stock Consideration in accordance with, and subject to, Section 2.01(a) (Extension Term or to a “Holder”) replacement Holder which would be an Eligible Assignee hereunder. Existing Holders shall have be offered the right, subject but shall not be required, to acquire a pro rata share of the limitations set forth in this Article II Non-Accepting Holders' interests. Any such transfer shall be made pursuant to an Assignment and except as otherwise may be agreed Assumption executed by such the Non-Accepting Holder and Buyer, the Assignee. The date of transfer shall be the then-existing Maturity Date. If any Holder rejects the Extension Request and the Agent has been unable to submit an election in accordance with locate a transferee of such Holder's or Holders' interests under the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than Operative Documents at least one hundred twenty (20120) Business Days days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing datethen-existing Maturity Date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline Maturity Date shall not more than fifteen be Participation Agreement Proprietary & Confidential extended or changed and the Lessee shall be deemed to have elected the option to purchase the Lessor's interest in the Properties under the Lease. (15ii) Business Days before, If the Lessee shall have made the Extension Request and at least five any time during the sixty (560) Business Days prior today period ending on the commencement date of the Extension Term, an Event of Default shall have occurred, then the Election DeadlineLessee's rights under this Section shall automatically terminate and the Lessee shall not be entitled to the requested Extension Term.

Procedures. Each holder Prior to the consummation of record any transaction subject to Section 6.01 hereof, the Person or group of shares of Company Common Stock and Company Restricted Stock Awards Persons that proposes to acquire Units in a Tag-Along Sale (as defined belowthe "PROPOSED PURCHASER") shall make a written offer to the Holders (the "TAG-ALONG PURCHASE OFFER") which offer shall describe in reasonable detail the Securities proposed to be converted into purchased, the right price to receive be paid and all other material terms of the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) Tag-Along Sale. The Holders shall have 15 days after the rightmaking of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase Offer. If any Holder accepts the Tag Along Purchase Offer ("PARTICIPATING HOLDER"), subject such Participating Holder shall be entitled to sell in the Tag-Along Sale a number of Units and Warrant Units (including Warrant Units issuable upon the exercise of Warrants) equal to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions product of this Section 2.05 (herein called an “Election”) (i) the quotient determined by dividing (x) the number of shares of Company Common Stock Units and Warrant Units owned by such Participating Holder (or subject to such Company Restricted Stock Awardsincluding Warrant Units issuable upon the exercise of Warrants) with respect to which such Holder desires to make BY (y) the aggregate number of Units (on a Stock Election Fully Diluted Basis) owned by the Charter Member and all Participating Holders, and (ii) the aggregate number of shares Units and Warrants proposed to be purchased by the Proposed Purchaser in the Tag-Along Sale; PROVIDED that if the Tag-Along Sale would cause a Change of Company Common Stock owned Control, then the Participating Holders shall be entitled to sell 100% of their respective Units and Warrant Units (but not exceeding the aggregate amount of Units proposed to be acquired in the Tag-Along Sale). The Tag-Along Purchase Offer shall be at the same price and on the same terms and conditions as the offer by such the Proposed Purchaser to the Charter Member, except that no Participating Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires shall be required to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable representations and warranties to Companyor agreements with the Proposed Purchaser other than representations, including appropriate warranties and customary transmittal materials in agreements regarding such form as prepared by Buyer Participating Holder and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as ownership of the Business Day prior Securities to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included be sold in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineTag-Along Sale.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each The purchase and sale of the Securities pursuant to a Put Right shall be consummated on a date selected by the Charter Member upon at least 5 Business Days' prior written notice to the Holders, which date in no event shall be later than the date 180 days after the Put Notice Date (the "PUT CLOSING DATE"), PROVIDED that if on the Put Closing Date the Fair Market Value shall not have been determined, the Put Closing Date shall be the date 5 Business Day's after the date on which the Fair Market Value shall have been determined. On the Put Closing Date, the Charter Member shall purchase from each Holder, and each Holder may specify in a request made in accordance with shall sell to the provisions Charter Member, all of this Section 2.05 (herein called an “Election”) the Securities owned by such Holder: (i) in the number case of shares each Unit and Warrant Unit so purchased, at a purchase price equal to the Price Per Unit as of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election the Put Notice Date; and (ii) in the number case of shares of Company Common Stock any Warrants owned by such Holder Holder, at a purchase price (or subject which shall not be less than zero) equal to such Company Restricted Stock Awards(A) with respect to which the product of (1) the Price Per Unit as of the Put Notice Date and (2) the Unit Exercisable Amount for such Holder desires as of the Put Notice Date, MINUS (B) an amount equal to make a Cash Electionthe aggregate Exercise Price as of the Put Notice Date for such Unit Exercisable Amount. Payment of the purchase price for the Securities so purchased by the Charter Member shall be made by wire transfer in immediately available funds. (b) Buyer If the Charter Member shall prepare not purchase some or all of the Securities as required and in accordance with this Section 4 for any reason, then the Price Per Unit with respect to such unpurchased Securities shall become an accruing liability of the Charter Member with interest thereon commencing on the Put Closing Date through the date on which the related Securities are purchased by the Charter Member at a form reasonably acceptable rate per annum equal to Companythe Prime Rate PLUS 2%, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holderscompounded quarterly. (c) Buyer (i) shall initially make available and mail the Form of Election not less The calculations under this Section 4, other than twenty (20) Business Days prior with respect to the anticipated Election Deadline to Holders determination of record as of the Business Day prior to such mailing date, and (ii) following such mailing dateFair Market Value, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been be made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (Issuer in the city good faith and in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinecommercially reasonable manner.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have ten (10) days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have the right to receive the Per purchase such Rights Holder's Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject according to the limitations set forth in this Article II and except as otherwise may be agreed by relative Pro Rata Shares of all Purchasing Holders) of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than offering at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each The purchase and sale of the Warrants and the Warrant Stock pursuant to a Put Right shall be consummated on a date selected by the Issuer upon at least 10 days' prior written notice to such Holders, which date in no event shall be earlier than the date 5 days, nor later than the date 30 days, after the determination of Fair Market Value (the "Put Closing Date"). On the Put Closing Date, the Issuer shall purchase from the Holders which have given such Put Notice, and each such Holder may specify shall sell to the Issuer, the Warrants and/or the Warrant Stock specified in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) such Put Notice: (i) in the case of Warrant Stock so purchased, at a purchase price equal to the Put Price Per Unit as of the Put Notice Date; and (ii) in the case of each Warrant, at a purchase price equal to (A) the product of (1) the Put Price Per Unit as of the Put Notice Date and (2) the number of shares of Company Common Warrant Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to for which such Holder desires Warrant is exercisable as of the Put Notice Date, minus (B) an amount equal to make a Stock Election and (ii) the aggregate Exercise Price as of the Put Notice Date for such number of shares of Company Common Warrant Stock. Payment of the purchase price for the Warrants and/or the Warrant Stock owned so purchased by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Electionthe Issuer shall be made by wire transfer in immediately available funds. (b) Buyer If the Issuer is prohibited from purchasing all Warrants and Warrant Stock put to it pursuant to a Put Notice because (i) of the existence of a contractual restriction or (ii) the Issuer does not have sufficient funds legally available therefor under applicable law, then the Issuer shall prepare give notice (a form reasonably acceptable "Put Response Notice") to Companyeach Holder which has delivered such Put Notice of (x) the reason that it is unable to purchase all Warrants and Warrant Stock put to it pursuant to a Put Notice, including appropriate (1) if due to a deficiency, the computation thereof, and/or (2) if due to such a contractual restriction, the nature of the provisions which have been or would be breached and customary transmittal materials if such provisions are financial covenants, a computation of the amounts or ratios setting forth the deficiencies with respect to such covenants, and (y) the aggregate amount of such Warrants and Warrant Stock, if any, which it will be able to purchase, which Put Response Notice shall be delivered within 10 days of the determination of Fair Market Value and shall be given together with the notice of the Put Closing Date, if any, given by the Issuer pursuant to the first sentence of Section 10.02 (a) if a Put Response is delivered. Each such Holder shall have the right to withdraw its Put Notice by delivering a notice (a "Put Withdrawal Notice") to the Issuer at any time prior to the Put Closing Date or if none is set in the Put Response Notice, prior to the last day on which a Put Closing could occur pursuant to the first sentence of Section 10.02(a). If any such form as prepared Holders have not timely delivered Put Withdrawal Notices, unless prohibited by Buyer a contractual restriction which has not been waived by the requisite Persons, the Issuer thereupon shall purchase from such Holders the aggregate amount of Warrants and reasonably acceptable Warrant Stock, if any, it may purchase on such date with funds legally available under applicable law for such purpose. Such purchase shall be allocated among the Holders which have not timely delivered Put Withdrawal Notices pro rata, based on the ratio of the number of Warrant Stock put to Company the Issuer (including Warrant Stock issuable upon the “Form exercise of Election”Warrants put to the Issuer) by each such Holder to the number of Warrant Stock put to the Issuer (including Warrant Stock issuable upon the exercise of Warrants put to the Issuer) by all such Holders. If the Issuer is prohibited from purchasing any Warrants and/or Warrant Stock upon the exercise by a Holder of a Put Right for any of the reasons described in the first sentence of this Section 10.02(b), so as then the Issuer shall use its best efforts to permit Holders increase its legally available funds under applicable law to exercise their right an amount sufficient to enable it to purchase legally all Warrants and Warrant Stock put to it pursuant to a Put Notice and to obtain relief from any contractual restriction in order to enable it to make an Electionthe required payments, including through effecting a Financing (provided such financing is available on reasonable terms and provided no financing to replace the [high-yield notes] shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holdersbe required), obtaining the consent of requisite number of holders of indebtedness or otherwise, in each case, as soon as practicable. (c) Buyer If the Issuer is prohibited from purchasing some of or all Warrants and/or Warrant Stock upon the exercise by a Holder of a Put Right for any of the reasons described in the first sentence of Section 10.02(b) and such Holder shall not have timely delivered a Put Withdrawal Notice, then: (i) the Put Price Per Unit for such Holder with respect to such unpurchased Warrants and/or Warrant Stock shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as become an accruing liability of the Business Day prior Issuer with interest thereon commencing on the date 10 days after the determination of Fair Market Value as provided above through the date on which the related Warrants and/or Warrant Stock are purchased by the Issuer at a rate per annum equal to 12.5%, compounded quarterly (such mailing date, liability and interest being herein called the "Accruing Liability"); and (ii) following such mailing date, obligation of the Issuer to purchase shall use all reasonable efforts to make available otherwise be deemed suspended for so long as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior and only to the Election Deadline. The time period between extent that the Issuer is unable to repurchase such mailing date and Warrants and/or Warrant Stock after taking all the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included action described in the Form last paragraph of ElectionSection 10.02(b) (a "Put Postponement"). On any Put Reactivation Date, the Put Price Per Unit for such Warrants and accompanied by any Old Certificates representing all certificated shares Warrant Stock shall be deemed to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in be the United StatesAccruing Liability. As used herein, unless otherwise agreed "Put Reactivation Date" shall mean a date when the Put Postponement lapses in advance by whole or in part and the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office obligation of the Exchange Agent is locatedIssuer to purchase Warrants and Warrant Stock shall no longer be deemed suspended to the same extent pursuant to clause (ii) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinethis Section 10.02(c).

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record New Securities, it shall give to each Rights Holder a written notice of shares its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company Common Stock and Company Restricted Stock Awards (as defined below) proposes to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by issue such Holder and Buyer, to submit an election New Securities given in accordance with Section 4.1 hereof. Each Rights Holder shall have twenty (20) days from the following procedures: date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (anot to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may specify in agree to purchase a request made in accordance with portion of the provisions Nonpurchasing Holders' unpurchased Pro Rata Shares of this Section 2.05 (herein called an “Election”) (i) such offering on a pro rata basis according to the number relative Pro Rata Shares of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to CompanyPurchasing Holders, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder (i) If Alon Paramount elects to purchase the Option Units pursuant to Section 1, Alon Paramount shall deliver to GCEH on or before the last day of record the Option Exercise Period a written irrevocable notice (the “Call Exercise Notice”) exercising the Call Right and specifying the number of shares whole Option Units that Alon Paramount elects to purchase pursuant to the Call Right (the Call Right may not be exercised for fractional Option Units). (ii) Subject to Section 1(c) below, the closing of Company Common Stock and Company Restricted Stock Awards any sale of Option Units pursuant to this Section 1 (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “HolderCall Right Closing”) shall have take place no later than 30 days following receipt by GCEH of the right, subject to Call Exercise Notice. Alon Paramount shall give GCEH at least five days written notice of the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with date of closing (the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “ElectionCall Right Closing Date”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election). (biii) Buyer shall prepare a form reasonably acceptable GCEH shall, at the Call Right Closing, represent and warrant to CompanyAlon Paramount in writing that (A) GCEH has full right, including appropriate title and customary transmittal materials interest in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline Option Units, (B) GCEH has all the necessary power and authority and has taken all necessary action to Holders of record sell such Option Units as contemplated by this Section 1, (C) no more than 100,000 Units of the Business Day prior to such mailing dateCompany are outstanding and will be outstanding on the Call Right Closing Date, (D) the GCEH Interest is the sole Equity Security of the Company outstanding on the Call Right Closing Date, (E) the Option Units are free and clear of any and all Liens or other mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of this Agreement or the Operating Agreement, and (iiF) following such mailing datethere are no bankruptcy, shall use all reasonable efforts reorganization or receivership Proceedings pending, being contemplated by or, to make available as promptly as possible a Form of Election to GCEH’s knowledge, threatened in writing against GCEH, the Company, or any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office Affiliate of the Exchange Agent is located) on Company. Such representations and warranties shall survive the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Call Right Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinewithout expiration.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Rights Holder shall have thirty (30) days (or such shorter period as may be agreed to by holders of record at least eighty percent (80%) of the then outstanding shares of Company Preferred Stock and Common Stock then held by the Investors, voting together as a single class on an as-converted basis) from delivery of such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Restricted Stock Awards (as defined below) and stating therein the quantity of New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such thirty (30) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his, her or its Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his, her or its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, so as at any time within ten (10) days after receiving the Overallotment Notice. If the consideration for any New Securities is in a form other than cash, each Rights Holder shall be entitled to permit Holders pay cash equal to the fair market value of such consideration to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Rights Holders’ rights hereunder. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. If the Company proposes to offer or sell New Securities, it shall give written notice to each Investor of its bona fide intention to offer or sell such New Securities (the “Notice”), describing the number or amount of New Securities and the price and terms upon which the Company proposes to offer or sell such New Securities. Each holder Investor shall have 15 business days from the date of record such Notice to elect to purchase or acquire up to such Investor’s Pro Rata Share of shares such New Securities for the price and on the terms specified in the Notice by giving written notice to the Company and stating in such notice the number or amount of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into purchased or acquired (not to exceed such Investor’s Pro Rata Share). If any Investor fails to so agree in writing within such 15 business day period to purchase or acquire all or any portion of such Investor’s Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right under this Agreement to purchase or acquire that part of its Pro Rata Share of such New Securities that such Nonpurchasing Holder did not so elect to purchase or acquire. Promptly after the expiration of such 15 business day period, the Company shall give each Investor who has timely elected to purchase or acquire its full Pro Rata Share of such New Securities (a “Purchasing Holder”) written notice of the number or amount of such New Securities that the Nonpurchasing Holders failed to elect to purchase or acquire (the “Overallotment Notice”). Each Purchasing Holder shall have the right to receive the Per elect to purchase or acquire such Purchasing Holder’s Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject any other share agreed to such Company Restricted Stock Awardsby each Purchasing Holder) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of New Securities at any registered national securities exchange or a commercial bank or trust company in time within five business days after receiving the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineOverallotment Notice.

Procedures. Each holder In the event that ▇▇▇▇▇▇▇▇ proposes to undertake an issuance of record New Satschel Securities, it shall give ETHZilla written notice of shares its intention to issue New Satschel Securities (the “Notice”), describing the type of Company Common Stock New Satschel Securities and Company Restricted Stock Awards the price and the general terms upon which ▇▇▇▇▇▇▇▇ proposes to issue such New Satschel Securities, including any proposed purchaser of New Satschel Securities. ETHZilla shall have ten (as defined below10) days from the receipt of such Notice to agree in writing to purchase such New Satschel Securities (or any portion thereof) for the price and upon the general terms specified in the Notice by giving written notice to ▇▇▇▇▇▇▇▇ and stating therein the quantity of New Satschel Securities to be converted into purchased. If ETHZilla fails to agree in writing within such ten (10) day period to purchase all or any portion of such New Satschel Securities, Satschel shall have the right to receive sell the Per Share Cash Consideration and/or portion of the Stock Consideration New Satschel Securities which ETHZilla has not elected to purchase, during the 90 days thereafter, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in accordance with▇▇▇▇▇▇▇▇’s Notice to ETHZilla. In the event that Satschel has not issued and sold the New Satschel Securities within such 90 day period, then Satschel shall not thereafter issue or sell any New Satschel Securities without again first offering such New Satschel Securities to ETHZilla pursuant to this Section 7.4. If the terms of the proposed issue of New Satschel Securities change at any time from those set forth in the Notice to be materially more favorable to the purchaser thereof, ETHZilla shall once again be provided an updated Notice with such changed terms and shall have another right of first refusal pursuant to the terms of Section 7.4.1 hereof and this Section 7.4.3, to acquire up to the entire amount of the New Satschel Securities offered by Satschel, or such lesser amount that ETHZilla shall so designate. ETHZilla shall be required to purchase the New Satschel Securities it agreed to purchase from Satschel on the terms, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations conditions set forth in this Article II and except the written notice from ETHZilla to Satschel, at the same time as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as sale of the Business Day prior other New Satschel Securities to such mailing datebe sold by ▇▇▇▇▇▇▇▇, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing event ETHZilla has determined to acquire all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) New Satschel Securities, on the date which the parties shall agree is such terms as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, are mutually agreed between Satschel and at least five (5) Business Days prior to, the Election DeadlineETHZilla.

Procedures. Each holder Conversion of record this Note may be effected by the Holder upon the surrender to the Company at the principal office of shares the Company or at the office of Company Common Stock and Company Restricted Stock Awards (any agent or agents of the Company, as defined below) may be designated by the Company, of the Note to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (accompanied by a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by written notice stating that such Holder and Buyer, elects to submit an election in accordance with convert the following procedures: (a) Each Holder may specify in a request made entire Face Amount of such Note in accordance with the provisions of this Section 2.05 2 and specifying the name or names in which such Holder wishes the certificate or certificates for Common Stock to be issued. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer Taxes payable upon the issuance of Common Stock in such name or names and an opinion of counsel satisfactory to the Company that the transfer of the Note may be made without registration under the Securities Act or any applicable state securities laws. Other than such Taxes for transfers to other Persons, the Company will pay any and all issue and other Taxes (herein called an “Election”other than Taxes based on income) that may be payable in respect of any issue or delivery of Common Stock on conversion of the Note pursuant hereto. As promptly as practicable, after the surrender of such Note and the receipt of such notice relating thereto and, if applicable, payment of all transfer Taxes for transfers to other Persons (i) or the demonstration to the satisfaction of the Company that such Taxes have been paid), the Company shall deliver or cause to be delivered certificates representing the number of shares of Company validly issued, fully paid and nonassessable Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such the Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, Note being converted shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein be entitled as the “Election Period”. (d) Any Election Conversion Amount. Such conversion shall be deemed to have been made properly only if at the Exchange Agent shall have received, during the Election Period, a Form close of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) business on the date which of giving such notice and of such surrender of the parties Note to be converted so that the rights of the Holder thereof as to the amount being converted shall agree is cease except for the right to receive shares of Common Stock in accordance herewith, and the Person entitled to receive the Common Stock shall be treated for all purposes as near as practicable to five (5) Business Days preceding having become the Closing Daterecord holder of such Common Stock at such time. The parties Company shall cooperate not be required to issue a press release reasonably satisfactory to each convert, and no surrender of them announcing the Note shall be effective for that purpose, while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of ten calendar days); but the surrender of the Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such Note was surrendered, and at the Conversion Ratio in effect on the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlinesuch surrender.

Procedures. Each holder (a) If the Company proposes to undertake an issuance of record New Securities (other than the Initial Rights Offering, the transactions contemplated by the Securities Purchase Agreement or any Follow On Rights Offering), it shall give written notice to the Stockholder of shares its intention to issue New Securities (the “ROFO Notice”), describing the type of New Securities and the price and the terms upon which the Company Common Stock and Company Restricted Stock Awards proposes to issue such New Securities. The Stockholder (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”or its designee) shall have the right, subject 15 days from receipt of any such ROFO Notice to agree to purchase up to the limitations set forth Stockholder’s Pro Rata Share of such New Securities for the price and upon the terms specified in this Article II the ROFO Notice by giving written notice to the Company and except as otherwise may stating in such notice the quantity of New Securities to be agreed by such Holder and Buyer, purchased (not to submit an election in accordance with exceed the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionStockholder’s Pro Rata Share). (b) Buyer If the Stockholder (or its designee) fails to provide such written notice within such 15 day period or provides written notice that it elects not to purchase all or any portion of the New Securities, then the Company shall prepare have 90 days from the expiration of the periods set forth above to sell all or any New Securities that were not agreed to be purchased by the Stockholder, at a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Electionprice not less than, and upon terms not materially more favorable to the purchasers of such New Securities than, specified in the ROFO Notice. If the Company has not issued and sold such New Securities within such period, then after such period the Company shall make such form available to Company for review not less than five (5) Business Days prior to its issue or sell any New Securities without again first distribution to Holderscomplying with this ARTICLE IX. (c) Buyer If the Stockholder (ior its designee) provides written notice within such 15 day period that it elects to purchase any or all of the New Securities, then the Company and the Stockholder (or its designee) shall initially make available and mail promptly thereafter proceed to consummate the Form sale or issuance of Election not less than twenty (20) Business Days prior New Securities by the Company to the anticipated Election Deadline to Holders of record as of Stockholder (or its designee) on the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as terms set forth in the ROFO Notice. The Company and its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under the Rights Agreement or any other rights agreement) or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a result of the Company and the Stockholder (or its designee) consummating any such Form sale or issuance of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance New Securities by the parties, “Election Deadline” means 5:00 p.m. local time Company to the Stockholder (in or its designee). Any such sale or issuance to the city in which the principal office of the Exchange Agent is locatedStockholder (or its designee) on the date which the parties shall agree is as near as practicable be subject to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, compliance with applicable federal and at least five (5) Business Days prior to, the Election Deadlinestate securities laws.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 6.1 hereof. Each holder Rights Holder shall have fifteen (15) days from the date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of record notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder (i) Subject to clause (ii) below, each Elective Redemption of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to IBG Holdings Shares shall be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election effected in accordance with the following procedures:IBG Holdings Operating Agreement. (aii) Each Holder may specify Except as otherwise provided in a request made this clause (ii), each IBG Holdings Member who shall be entitled to cause the redemption of such IBG Holdings Member’s IBG Holdings Shares (or portion thereof) so redeemable in accordance with Section 4.1(a) hereto (an “Electing Member”) shall prepare and deliver to IBG Holdings and IBGI a written request in the provisions form attached hereto as Exhibit C signed by such Electing Member (A) stating the number of IBG Holdings Shares that such Electing Member desires to have redeemed and (B) certifying that such Electing Member is entitled to cause the redemption of the IBG Holdings Shares specified by such Electing Member and that such Electing Member is the beneficial owner of such IBG Holdings Shares (each such request, a “Redemption Request”). A properly completed Redemption Request must be delivered to IBG Holdings and IBGI not less than 60 days or more than 90 days prior to the General Redemption Date on which such Electing Member desires to effect the Elective Redemptions in accordance with this Section 2.05 4.1. Once delivered, a Redemption Request shall be irrevocable. (herein called an “Election”iii) (i) the Upon receipt of all Redemption Requests relating to a given General Redemption Date, subject to Section 4.3(c), IBGI shall use its commercially reasonable efforts to consummate a Public Offering of a number of shares of Company Common Stock owned (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to the offering price per share of Common Stock in such Public Offering minus any applicable underwriting discounts or placement agency fees (the “Public Offering Redemption Price”). IBG LLC shall bear the costs of the Public Offering other than (i) underwriting discounts or placement agency fees, which effectively shall be borne by the IBG Holdings Members making such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election Redemption Requests and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate legal fees and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as expenses of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”selling IBG Holdings Members. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder (a) If the Company decides to exercise its option to purchase the Odyssia Interests for the Odyssia Purchase Price, it will provide written notice to Odyssia of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the rightsuch exercise, subject to the limitations set forth conditions contained in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election5.2. (b) Buyer The Company’s decision to purchase the Odyssia Interests for the Odyssia Purchase Price and the other terms of the purchase shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared be approved by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to HoldersConflicts Committee. (c) Buyer If the Company chooses to exercise its option to purchase the Odyssia Interests under Section 5.1(a) for the Odyssia Purchase Price, the Company shall enter into a purchase and sale agreement with the holders of the Odyssia Interests and Odyssia for the purchase and sale of the Odyssia Interests pursuant to which Odyssia shall be obligated to sell the Odyssia Interests to the Company and the Company shall be obligated to purchase the Odyssia Interests from Odyssia. The terms of the purchase and sale agreement will include the following: (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior Details relating to the anticipated Election Deadline $300,000,000 of indebtedness to Holders be assumed and the of record as common shares of the Business Day prior Company to such mailing date, and be issued to the holders of the Odyssia Interests or in accordance with any of their instructions; (ii) following Odyssia will provide customary representations and warranties with respect to title to Odyssia and its subsidiaries and any other such mailing datematters as the Company may approve, shall use all reasonable efforts which approval will not be unreasonably withheld; (iii) Odyssia will grant to the Company the right, exercisable at the Company’s risk and expense, to make available such surveys, tests and inspections of the vessels owned by Odyssia and its subsidiaries that the Company may deem desirable, so long as promptly such surveys, tests or inspections do not damage Odyssia’s vessels or interfere with the activities of Odyssia thereon and so long as possible a Form of Election the Company has furnished Odyssia with evidence that adequate liability insurance is in full force and effect; (iv) the Company will have the right to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior terminate its obligation to purchase the Election Deadline. The time period between such mailing date Odyssia Interests under this Article V and the Election Deadline is related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (iv) above are, in the reasonable opinion of the Company, unsatisfactory; and (v) neither of the Company and Odyssia shall have any obligation to sell or buy the Odyssia Interests if any of the consents referred to herein as the “Election Period”in Section 5.1(b) above have not been obtained. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. If the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions) in circumstances that entitled a Participation Rights Holder to participate therein in accordance this Section 7(f), the Company shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Participation Rights Holder shall have fifteen (15) business days from the date of record receipt of shares any such Participation Notice to agree in writing to purchase up to the maximum number of such New Securities that such Participation Rights Holder is entitled to purchase for the purchase price specified in Section 7(f)(v) above and upon the terms and conditions specified in the Participation Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such maximum). If any Participation Rights Holder fails to so agree in writing within such 15 business day period, then such Participation Rights Holder shall forfeit the right hereunder to receive participate in such sale of New Securities; provided, however, that until the Per Share Cash Consideration and/or expiration of the Stock Consideration in accordance withInitial Rights Period, any Participation Rights Holders that have elected to exercise their Right of Participation shall be entitled to exercise such right with respect to any New Securities where such right has been forfeited by such other Participation Rights Holder(s), and subject to, Section 2.01(a) (a “Holder”) the Company shall have follow repeat the right, subject to the limitations procedures set forth in this Article II and except as otherwise may Section 7(f) to ascertain whether the electing Participation Rights Holders desire to purchase such other New Securities. All sales hereunder shall be agreed by such Holder and Buyer, to submit an election in accordance consummated concurrently with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as closing of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form transaction triggering the Right of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Participation. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have ten days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to receive pay cash for New Securities offered in the Per Notice. If any Rights Holder fails to so agree in writing within such ten day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”), so as . Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to permit Holders to exercise their right to make an Election, and shall make purchase a portion of the Nonpurchasing Holder’s unpurchased Pro Rata Share of such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior offering on a pro rata basis according to the anticipated Election Deadline to Holders of record as relative Pro Rata Shares of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to Purchasing Rights Holders at any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to time within five days after receiving the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have twenty (20) days from the date of record mailing of shares any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into the right purchased (not to receive the Per exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Rights Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. (a) If a Tag-Along Seller is participating in a Tag-Along Sale, at least 30 days before the proposed date thereof, the Issuer shall provide each holder of Warrants or shares of Warrant Stock with written notice of such Tag-Along Sale setting forth in reasonable detail the consideration per share to be paid by the transferee and the other terms and conditions of the Tag-Along Sale. Each holder of record of Warrants or shares of Company Common Warrant Stock wishing to participate in the Tag-Along Sale shall provide written notice to such Tag-Along Seller and Company Restricted Stock Awards to the Issuer within 5 days of the date the notice specified in the preceding sentence is received by such holder. Such notice shall set forth the number (as defined belowon an aggregate basis) of then exercisable Warrants and shares of Warrant Stock, if any, such holder elects to be converted into include in the Tag-Along Sale. If such notice is not received from a holder within the 5 day period specified above, the Tag-Along Seller shall have the right to receive sell or otherwise transfer the Per Share Cash Consideration and/or the shares of Common Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed proposed transferee without any participation by such Holder and Buyerholder, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) but only (i) on the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election terms and conditions stated in the notice, and (ii) if the number sale or transfer of such shares of Company Common Stock owned by is consummated not later than 60 days after the end of such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election5 day period specified above. (b) Buyer The provisions of this Section 8.02 shall prepare a form reasonably acceptable apply regardless of whether the consideration received in the Tag-Along Sale is cash, debt, equity securities, property-in-kind, or any combination thereof; provided that, if the consideration to Companybe received includes securities, including appropriate and customary transmittal materials only holders who have certified to the reasonable satisfaction of the Principal Shareholder that they are "accredited investors" (as defined in Regulation D promulgated under the Securities Act) shall be entitled to participate in such form as prepared by Buyer and reasonably acceptable to Company (transfer unless the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holderstransferee consents otherwise. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder In the event that the Company proposes to undertake an issuance of record of shares of Company Common Stock and Company Restricted Stock Awards New Securities (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions single transaction or a series of this Section 2.05 (herein called an “Election”) (i) the number related transactions), it shall give to each Rights Holder written notice of shares of Company Common Stock owned by such Holder (or subject its intention to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company issue New Securities (the “Form of ElectionParticipation Notice”), so as to permit Holders to exercise their right to make an Electiondescribing the amount and type of New Securities, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date price and the Election Deadline is referred general terms upon which the Company proposes to herein as the “Election Period”. (d) Any Election issue such New Securities. Each Rights Holder shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days beforefrom the date of receipt of any such Participation Notice (the “Notice Period”) to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within the Notice Period, and at least five then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities. Upon the expiration of the Notice Period, the purchaser(s) to which the Company proposes to issue New Securities may, within fifteen (515) Business Days prior toafter the expiration of the Notice Period, elect to purchase in aggregate all or any portion of the Available New Securities at the same or higher price and upon non-price terms not more favorable to the purchasers thereof than specified in the Participation Notice (for the purposes of this Section 7.4, the Election Deadlinenumber of “Available New Securities” equals (a) the total number of New Securities that the Company intends to issue as described in the Participation Notice less (b) the number of New Securities that the Rights Holders elect to purchase pursuant to the foregoing). In the event that the purchaser(s) does not elect to purchase in aggregate all of the Available New Securities, immediately after fifteen (15) Business Days of the expiration of the Notice Period, the Company shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Shareholder”) of the number of Remaining New Securities (for the purposes of this Section 7.4, the number of “Remaining New Securities” equals (x) the total number of New Securities that the Company intends to issue as described in the Participation Notice less (y) the number of New Securities that the Rights Holders and the purchaser(s) elect to purchase pursuant to the foregoing). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Shareholder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the Remaining New Securities which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Fully Exercising Shareholder bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares then held, by all Fully Exercising Shareholders who wish to purchase such Remaining New Securities. The closing of any sale pursuant to this Section 7.4 shall occur within one hundred and twenty (120) days of the expiration of the Participation Notice. In the event that the Company has not issued and sold such New Securities within such one hundred and twenty (120) days period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Rights Holders pursuant to this Section 7.4.

Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Major Investor of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Major Investor shall have 20 business days from the date of record mailing of shares any such Notice to agree to purchase up to such Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating in such notice the quantity of New Securities to be converted into purchased (not to exceed such Major Investor’s Pro Rata Share). If any Major Investor fails to so agree in writing within such 20 business day period to purchase all or any portion of such Major Investor’s Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right under this Agreement to purchase that part of its Pro Rata Share of such New Securities that such Nonpurchasing Holder did not so agree to purchase. Promptly after the expiration of such 20 business day period, the Company shall give each Major Investor who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the number of such New Securities that the Nonpurchasing Holders failed to agree to purchase (the “Overallotment Notice”). Each Purchasing Holder shall have the right to receive the Per purchase such Purchasing Holder’s Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject any other lesser share agreed to by each Purchasing Holder) of such New Securities at any time within five business days after receiving the Overallotment Notice. The Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as will promptly as possible a Form of Election respond to any shareholder or holder of Company Restricted Stock Awards who reasonable information requests such Form of Election prior made by Major Investors in response to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”a Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder If a UDS Entity becomes aware of an opportunity to purchase a Restricted Business, then, as soon as practicable, such UDS Entity shall notify Shamrock GP of such opportunity and deliver to Shamrock GP all information prepared by or on behalf of such UDS Entity relating to such potential purchase. As soon as practicable but in any event within 30 days after receipt of such notification and information, Shamrock GP, on behalf of the MLP, shall notify the UDS Entity that either (i) Shamrock GP, on behalf of the MLP, has elected, with the approval of a majority of the members of the Conflicts Committee, not to cause the MLP to pursue the opportunity to acquire such Restricted Business, or (ii) Shamrock GP, on behalf of the MLP, has elected to cause the MLP to pursue the opportunity to acquire such Restricted Business. If, at any time, Shamrock GP or its Affiliates abandons such opportunity (as evidenced in writing by Shamrock GP or such Affiliates following the request of the UDS Entity), the UDS Entity may specify in a request made pursue such opportunity. Any Restricted Business which is permitted to be purchased by an UDS Entity must be so purchased (i) within 12 months of the time the UDS Entity becomes able to pursue such acquisition in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election 2.3 and (ii) on terms not materially more favorable to the number UDS Entity than were offered to the MLP. If either of shares of Company Common Stock owned by such Holder (or subject these conditions are not satisfied, the opportunity must be reoffered to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Electionthe MLP. (b) Buyer If a UDS Entity acquires a Restricted Business as part of a larger transaction in accordance with the provisions of Section 2.2(d), then, within 30 days after the consummation of such purchase, such UDS Entity shall prepare notify Shamrock GP of such purchase and such UDS Entity shall offer the MLP the opportunity to purchase the Restricted Business constituting a form reasonably acceptable portion of such purchase and deliver to CompanyShamrock GP all information prepared by or on behalf of or in the possession of such UDS Entity relating to the Restricted Business. As soon as practicable but in any event within 30 days after receipt of such notification, including appropriate and customary transmittal materials Shamrock GP shall notify the UDS Entity that either (i) Shamrock GP, on behalf of the MLP, has elected, with the approval of a majority of the members of the Conflicts Committee, not to cause the MLP to purchase such Restricted Business, in which event the UDS Entity shall be free to continue to engage in such form as prepared by Buyer Restricted Business and reasonably acceptable shall be free to Company improve and expand such Restricted Business if necessary to maintain existing market share, or (ii) Shamrock GP, on behalf of the MLP, has elected to cause the MLP to purchase such Restricted Business, in which event the following procedures shall be followed: (i) The UDS Entity shall submit a good faith offer to Shamrock GP to sell the Restricted Business (the “Form "Offer") to any member of Election”)the Partnership Group designated by Shamrock GP on the terms and for the consideration stated in the Offer. (ii) The UDS Entity and Shamrock GP shall negotiate in good faith, so for 120 days after receipt of such Offer by Shamrock GP, the terms on which the Restricted Business will be sold to the MLP. The UDS Entity shall provide all information concerning the business, operations and finances of such Restricted Business as may be reasonably requested by Shamrock GP. (A) If the UDS Entity and Shamrock GP agree on such terms within 120 days after receipt by Shamrock GP of the Offer, the MLP shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (B) If the UDS Entity and Shamrock GP are unable to permit Holders agree on the terms of a sale during such 120-day period, the UDS Entity shall attempt to exercise their right sell the Restricted Business to make a Person that is not an ElectionAffiliate of the UDS Entity (a "NonAffiliate Purchaser") within nine months of the termination of such 120-day period. Any such sale to a NonAffiliate Purchaser must be for a purchase price, and shall make such form available to Company for review as determined by the board of directors of UDS, not less than five (5) Business Days prior to its first distribution to Holders95% of the purchase price last offered by the MLP. (cC) Buyer (i) During such 120-day period the UDS Entity shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts be free to make available as promptly as possible a Form of Election capital expenditures to any shareholder maintain the Restricted Business and to improve or holder of Company expand the Restricted Stock Awards who requests such Form of Election prior Business if necessary to maintain the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Restricted Business' existing market share. (diii) Any Election If, after the expiration of the nine-month period referred to in clause (ii)(B) above, the UDS Entity has not sold the Restricted Business to a NonAffiliate Purchaser, it shall have been made properly only if submit another Offer (the Exchange Agent shall have received, during "Second Offer") to Shamrock GP within seven days after the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery expiration of such Old Certificatesnine-month period. The UDS Entity shall provide all information concerning the business, operations and finances of such Restricted Business as set forth may be reasonably requested by Shamrock GP. (A) If Shamrock GP, with the concurrence of a majority of the members of the Conflicts Committee, elects not to cause the MLP to pursue the Second Offer, the UDS Entity shall be free to continue to engage in such Form Restricted Business. (B) If Shamrock GP shall elect to cause the MLP to purchase such Restricted Business, then Shamrock GP and the UDS Entity shall negotiate the terms of Electionsuch purchase for 60 days. If the UDS Entity and Shamrock GP agree on such terms within 60 days after receipt by Shamrock GP of the Second Offer, from the MLP shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (C) If during such 60-day period, no agreement has been reached between the UDS Entity and Shamrock GP or a member of any registered the Partnership Group, the UDS Entity and Shamrock GP will engage an independent investment banking firm with a national securities exchange reputation to determine the value of the Restricted Business. Such investment banking firm will determine the value of the Restricted Business within 30 days and furnish the UDS Entity and Shamrock GP its opinion of such value. The UDS Entity and Shamrock GP shall share equally the fees and expenses of such investment banking firm. Upon receipt of such opinion, Shamrock GP will have the option, subject to the approval of a majority of the members of the Conflicts Committee, to (A) cause the MLP to purchase the Restricted Business for an amount equal to the value determined by such investment banking firm or a commercial bank or trust company in the United States. As used herein(B) decline to purchase such Restricted Business, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which event the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable UDS Entity will be free to five (5) Business Days preceding the Closing Date. The parties shall cooperate continue to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineengage in such Restricted Business.

Procedures. Each holder The Company will give LA written notice (a “Large Issuance Notice”) of record its intention to issue New Common Stock in a Large Issuance as soon as practicable, but in no event later than the time authorization for such Large Issuance is granted by the Board. The Large Issuance Notice shall describe the price (or range of prices), anticipated number of shares of Company New Common Stock and Company Restricted Stock Awards (as defined below) to be converted into issued, timing and other material terms of the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance withLarge Issuance, and subject to, Section 2.01(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) well as the number of shares of Company New Common Stock owned by such Holder that LA is entitled to purchase pursuant to the Large Issuance Top Up Right. LA will have ten (or subject 10) Business Days from the date of the Large Issuance Notice to such advise the Company Restricted Stock Awardsin writing (a “Large Issuance Exercise Notice”) with respect that it intends to which such Holder desires to make a Stock Election exercise its Large Issuance Top Up Right and (ii) the applicable number of shares of Company New Common Stock owned by such Holder (it determines to acquire. Subject to Section 2.3 below, a Large Issuance Top Up Right may be exercised in whole or subject to such Company Restricted Stock Awards) in part. If LA delivers a Large Issuance Exercise Notice with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to CompanyLarge Issuance, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Electionthen closing for LA’s Large Issuance Top Up Right will be contingent upon, and shall make will take place simultaneously with, or as soon as practicable after, the closing of such form available Large Issuance. Failure by LA to Company for review not less than five deliver a Large Issuance Exercise Notice within ten (510) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail from the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of the Large Issuance Notice shall be deemed a waiver of LA’s Large Issuance Top Up Right with respect to such Old CertificatesLarge Issuance. LA agrees that it will, as set forth in such Form of Election, from a and will cause each member of the Stockholder Group to, maintain the confidentiality of any registered national securities exchange or a commercial bank or trust company information included in any Large Issuance Notice delivered by the United States. As used herein, Company unless otherwise agreed required by law or subpoena LA acknowledges that information included in advance by the parties, “Election Deadline” means 5:00 p.m. local time (any large Issuance Notice may constitute material non-public information and effecting an after receiving acquisition or disposition of any Company securities while in the city in which the principal office possession of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue such material non-public information may constitute a press release reasonably satisfactory to each violation of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadlineapplicable U.S. federal securities laws Up Right).

Procedures. Each holder (a) The General Partner shall notify TMG in writing during the Option exercise period that either (i) the General Partner has elected, with the approval of record the Conflicts Committee, not to cause a Partnership Group Member to exercise such Option, in which case the TMG Entities may own, operate or Transfer the Option Assets subject to the Option without any further obligation to offer such Option Assets to the Partnership (including pursuant to Article IV), or (ii) the General Partner, with the approval of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) the Conflicts Committee, wishes to be converted into cause a Partnership Group Member to exercise the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a “Holder”) shall have the rightOption, subject to the limitations set forth in this Article II and except as otherwise may be agreed by negotiation of the terms of the exercise of such Holder and Buyer, Option pursuant to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 3.2(b). If during the exercise period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to exercise the Option, then within 45 days after such notification, TMG shall submit a term sheet (herein called an “ElectionOption Term Sheet”) to the General Partner containing the fundamental terms (iother than purchase price) on which it would be willing to sell (or to cause another TMG Entity to sell) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) Option Assets, including any proposed commitments from the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash ElectionTMG Entities, if any. (b) Buyer Within 45 days after delivery of the Option Term Sheet, the General Partner shall prepare a form reasonably acceptable submit to CompanyTMG, including appropriate on behalf of the Partnership and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company with the concurrence of the Conflicts Committee, the cash purchase price (the “Form Proposed Option Price”) it is willing to cause a Partnership Group Member to pay for the Option Assets. Thereafter, TMG and the Conflicts Committee shall negotiate the terms of Election”)the purchase and sale in good faith for 60 days. If TMG and the Conflicts Committee are unable to agree on such terms during such 60-day period, so as TMG may attempt to permit Holders sell the Option Assets to exercise their right to make a person who is not an ElectionAffiliate of TMG within six months of the termination of such 60-day period, and shall make provided that the purchase price for such form available to Company for review Option Assets may not be less than five 105% of the Proposed Option Price and otherwise shall be on terms that are not materially more favorable to the proposed purchaser than the terms specified in the Option Term Sheet submitted by TMG pursuant to Section 3.2(a) with respect to the Option Assets, in each case as determined by written resolution of the Board of Directors of TMG. If no sale to a non-Affiliate occurs within such six-month period, the General Partner shall have the right (5but not the obligation) Business Days prior to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership Group Member to purchase the Option Assets at the Proposed Option Price and otherwise upon the terms specified in the Option Term Sheet. The General Partner shall notify TMG of its first distribution intent to Holderscause a Partnership Group Member to purchase the Option Assets at the Proposed Option Price within 45 days of the expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a sale to a non-Affiliate. If the General Partner either (A) fails to respond within such 45-day period or (B) rejects the opportunity by written notice of the General Partner, with the approval of the Conflicts Committee, to TMG, then the TMG Entities may own, operate or Transfer the Option Assets without any further obligation to offer the Option Assets to the Partnership (including pursuant to Article IV). (c) Buyer (i) shall initially make available and mail If requested by the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing dateGeneral Partner, and (ii) following such mailing date, TMG shall use all commercially reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior obtain financial statements with respect to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein Option Assets purchased by a Partnership Group Member as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance required under Regulation S-X promulgated by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Securities and Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election DeadlineCommission or any successor statute.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have ten (10) days from the date of record receiving any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of shares such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of Company Common Stock and Company Restricted Stock Awards (as defined below) New Securities to be converted into purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right --------------------- hereunder to receive purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Per Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of such offering of New Securities (a “"Purchasing Holder”") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the right, subject Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerrelative Pro Rata Shares of the Purchasing Rights Holders, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. Each holder of record of shares of The Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into will give the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) Stockholder written notice (a “HolderLarge Issuance Notice”) shall have the right, subject of its intention to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify issue New Equity Securities in a request made Large Issuance as soon as practicable, but in accordance with no event later than the provisions time authorization for such Large Issuance is granted by the Board. The Large Issuance Notice shall describe the price (or range of this Section 2.05 (herein called an “Election”) (i) prices), anticipated amount of securities, timing and other material terms of the Large Issuance, as well as the number of shares of Company Class A Common Stock owned by such Holder that the Stockholder is entitled to purchase pursuant to the Large Issuance Top Up Right. The Stockholder will have ten (10) Business Days from the date of the Large Issuance Notice to advise the Company in writing (a “Large Issuance Exercise Notice”) that it intends to exercise its Large Issuance Top Up Right and acquire the applicable number of shares of Class A Common Stock. Subject to Section 2.3 below, a Large Issuance Top Up Right may be exercised, in whole or subject to such Company Restricted Stock Awards) in part. If the Stockholder delivers a Large Issuance Exercise Notice with respect to which a Large Issuance, then closing for the Stockholder’s Large Issuance Top Up Right will be contingent upon, and will take place simultaneously with, or as soon as practicable after, the closing of such Holder desires Large Issuance. Failure by the Stockholder to make deliver a Stock Election Large Issuance Exercise Notice within ten (10) Business Days from the date of delivery of the Large Issuance Notice shall be deemed a waiver of the Stockholder’s Large Issuance Top Up Right with respect to such Large Issuance. The Stockholder agrees that it will, and will cause each member of the Stockholder Group to, (i) maintain the confidentiality of any information included in any Large Issuance Notice delivered by the Company unless otherwise required by law or subpoena and (ii) after receiving written notice thereof, not effect any acquisition or disposition of any Company Securities until the number public announcement of shares the Large Issuance referenced in the Large Issuance Notice (other than the acquisition of Company Class A Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior pursuant to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Large Issuance Top Up Right). (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Rights Holder shall have ten (10) days from the date of record mailing of shares any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder falls to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering, of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to receive purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Per Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of such offering of New Securities (a “"PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder”) 's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the right, subject Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyerrelative Pro Rata Shares of the Purchasing Rights Holders, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.05 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than at any time within five (5) Business Days prior to its first distribution to Holdersdays after receiving the Overallotment Notice. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Owner written notice of its intention to issue New Securities (the “Rights Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each holder Owner shall have 15 days from the date of record receipt of shares any such Rights Notice to agree in writing to purchase up to such Owner’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Rights Notice by giving written notice to the Company Common Stock and Company Restricted Stock Awards (as defined below) stating therein the quantity of New Securities to be converted into purchased (not to exceed such Owner’s Pro Rata Share) and representing to the right Company that such Owner is an Accredited Investor. If any Owner fails to receive the Per so agree and represent in writing within such 15 day period to purchase such Owner’s full Pro Rata Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Owner who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall have written notice of the right, subject failure of any Nonpurchasing Holder to the limitations set forth in this Article II and except as otherwise may be agreed by purchase such Holder and Buyer, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions Nonpurchasing Holder’s full Pro Rata Share of this Section 2.05 (herein called an “Election”) (i) the number such offering of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company New Securities (the “Form of ElectionOverallotment Notice”), so as . Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to permit Holders to exercise their right to make an Election, and shall make purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such form available to Company for review not less than five (5) Business Days prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior offering on a pro rata basis according to the anticipated Election Deadline to Holders of record as relative Pro Rata Shares of the Business Day prior to such mailing datePurchasing Holders, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to at any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to time within 15 days after receiving the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”Overallotment Notice. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline.