Common use of Subscription Right Clause in Contracts

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:

Subscription Right. (ai) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, Company (other than the issuance of securities (iv) shares of Common Stock issuable upon (A) conversion pursuant to options and warrants outstanding as of the shares date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock issuable upon exchange pursuant to the Company's Amended and Restated Certificate of Incorporation (the Notes "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or Series A Preferredother management equity program approved by the Board, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ixz) pursuant to the terms of this the Purchase Agreement), then, as to each PurchaserInvestor who then Owns Preferred Stock, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis. (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e). (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, Preferred and upon exercise of the Warrants and Existing WarrantsWarrants but excluding the shares of Preferred Stock issuable upon the Company's Call Right), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, Preferred or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, or (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "“equity securities" ” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible or exercisable into or exchangeable for equity securities) of the CompanyCompany to any Person, other than except for issuances (i1) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferredto any director, employee, or (B) upon exercise consultant of or to the Warrants Company or any of its Subsidiaries pursuant to an equity-incentive plan approved by the Existing WarrantsBoard, (ii2) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds stock split, subdivision, or similar transaction or dividend applicable to the outstanding equity interests of the Company as a dividend or share split of at least $20 millionany equity interests then outstanding, (v3) shares of Common Stock issued pursuant to an Initial Public Offering, (4) to lenders in connection with bona fide acquisitionsthe incurrence of indebtedness or (5) as full or partial consideration in, mergersor otherwise in connection with, any merger, acquisition or joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreementwith another business enterprise, then, as to each Purchaser, the Company shall: (i) give written notice setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and dividend rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such securities proposed to be issued; and (D) such other information as each Stockholder may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each Stockholder a portion of the Proposed Securities equal to the total number of the Proposed Securities multiplied by a fraction, the numerator of which shall be the number of shares of Class A Stock then owned by such Stockholder and the denominator of which shall be the aggregate number of outstanding shares of Class A Stock (or, to the extent permitted by any other agreement of holders of Equity Securities, vested options to purchase shares of Class A Stock) (the “Subscription Right”). (b) Each Stockholder must exercise its Subscription Right hereunder within ten (10) Business Days after receipt of such notice from the Company and such Subscription Right may be exercised with respect to any amount of the Proposed Securities available for purchase by such Stockholder. The closing of any such sale shall not occur less than ten (10) Business Days following the receipt by the Company of the last notice by a holder of Shares exercising such Subscription Right. At the Closing, the Company shall issue the certificates evidencing the Shares to be conveyed to each holder of Shares that exercised such Subscription Right, duly endorsed and in negotiable form with any required documentary stamps affixed thereto or with an instrument evidencing the Transfer reasonably acceptable to such holder of Shares. (c) Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that the Stockholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Stockholders. Any Proposed Securities offered or sold by the Company after such 90 day period must be reoffered to the Stockholders pursuant to this Section 2.04. (d) The election by a Stockholder not to exercise its Subscription Rights under this Section 2.02 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed offer or reoffer. Any sale of such securities by the Company without first giving the Stockholders the rights described in this Section 2.02 shall be void and of no force or effect.

Subscription Right. (a) If Subject to the restrictions set forth in subsection 6.8 (e) below, if at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), hereof the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, Company (other than (i1) shares of Common Stock issued upon conversion of the Company's Preferred Stock; (2) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) issued or to be issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board; (3) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding as of the date of this Agreement; (4) shares of Common Stock issuable upon (A) conversion in connection with a loan or leasing transaction approved by the Board of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing WarrantsDirectors, (ii5) shares of Series B Preferred, Series C Preferred Stock issuable upon exchange or the Series C Warrant issued under this Agreement, (6) equity securities issued in strategic transactions approved by a majority of the Notesmembers of the Board of Directors including at least one of the directors elected by the holders of the Series B Preferred and the Series C Preferred, (iii7) the Warrants, (iv) shares of Common Stock equity securities issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 millionAct, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock 8) equity securities issued pursuant to any stock optionthe acquisition of another corporation by the Company by merger, stock purchase or similar plan or arrangement for the benefit of substantially all of the employees assets or other form of the Company or its subsidiaries, duly adopted by the Board of Directorsreorganization, (vii9) equity securities issued in the transactions described in subsection 6.10(a) below and (10) shares of Common Stock issuable upon exercise under options, warrants or rights granted in connection with any of that certain warrant to purchase 1,080,000 the foregoing transactions) then, as long as the Investor then holds in excess of one percent (1%) of the then outstanding shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each PurchaserStock), the Company shall:

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes determines to issue equity securities of any kind (for these purposes, the term "“equity securities" ” shall include for these purposes any include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company, Company (other than than: (i) shares the issuance of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes equity securities to employees, officers or Series A Preferreddirectors of, or (B) upon exercise of consultants or advisors to the Warrants or Company pursuant to any employee benefit plan approved by the Existing Warrants, Board; (ii) shares of any equity securities issued as consideration in connection with an acquisition, merger, consolidation, restructuring, reorganization, or other change in capitalization by the company provided such transaction has been approved by the Board and, if the Exchange has not yet occurred, the Exchangeable Preferred Stock issuable upon exchange of the Notes, is redeemed in connection therewith; (iii) the Warrantsany equity security issued in connection with a collaboration, disposition or acquisition or assets, product promotion, marketing, manufacturing or supply, and/or research and development, including without limitation pursuant to a license agreement, purchase agreement, (co-)promotion agreement, manufacturing agreement, collaboration or other similar agreement related thereto; (iv) shares of Common Exchangeable Preferred Stock issued as dividends with respect to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, Exchangeable Preferred Stock; or (v) shares of Common Stock issued in connection with bona fide acquisitionsor issuable upon exchange of the Exchangeable Preferred Stock) then, mergersfor so long as the Investor owns (within the meaning of Rule 13d-3 under the Exchange Act and giving effect to the exchange of all outstanding Exchangeable Preferred Stock, joint venture including all accrued and unpaid dividends (whether or similar transactionsnot declared) thereon, into Common Stock at the terms then applicable exchange rate (whether or not then exchangeable)) at least 10% of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each PurchaserStock, the Company shall: (1) give written notice to the Investor setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such Proposed Securities; and (D) such other information as the Investor may reasonably request in order to evaluate the proposed issuance; and (2) subject to applicable law and the rules and regulations of the SEC and the NASDAQ Stock Market, offer to issue to the Investor upon the terms described in the notice delivered pursuant to Section 5.4(a)(1) above, a portion of the Proposed Securities equal to (i) the percentage of the Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) Owned by the Investor immediately prior to the issuance of the equity securities relative to the total number of shares of Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) outstanding immediately prior to the issuance of the equity securities, multiplied by (ii) the total number of Proposed Securities. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Proposed Securities to the Investor if it would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. (b) The Investor must give notice of its intent to exercise its purchase rights hereunder within 20 Business Days after receipt of such notice from the Company. To the extent that the Company offers two or more securities in units, the Investor must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that the Investor has not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Investor. (d) The election by the Investor not to exercise its subscription rights under this Section 5.4 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving the Investor the rights described in this Section 5.4 shall be void and of no force and effect. (e) The subscription rights established by this Section 5.4 shall not apply to, and shall terminate upon a consolidation, merger, restructuring, reorganization, recapitalization or other form of acquisition of or by the Company that results in a Change of Control (as defined in the Certificate of Designations) and, if the Exchange has not occurred, in connection with which the Exchangeable Preferred Stock is redeemed. (f) The Company and the Investor hereby declare that it is impossible to measure in money the damages which will accrue to the parties hereto by reason of the failure of any party to perform any of its obligations set forth in this Section 5.4. Therefore, the Company and the Investor shall have the right to specific performance of such obligations, and if any party hereto shall institute any action or proceeding to enforce the provisions hereof, each of the Company and the Investor hereby waive the claim or defense that the party instituting such action or proceeding has an adequate remedy at law.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes determines to issue equity securities of any kind (for these purposes, the term "equity securities" shall include for these purposes any include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company, Company (other than than: (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds Act; (ii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors to the Company of at least $20 millionpursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (viv) shares of Common Stock securities issued in connection with bona fide acquisitionslicensing, mergers, joint venture marketing or distribution arrangements or similar transactions, the terms of which are strategic transactions approved by the Board Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as of Directorsthe date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Common Exchangeable Preferred Stock issued pursuant as dividends with respect to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted Shares purchased by the Board of DirectorsInvestors hereunder, or (vii) shares of Common Stock issued or issuable upon exercise exchange of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorolathe Exchangeable Preferred Stock) then, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding for so long as WP Owns at least a majority two-thirds of (i) the outstanding aggregate principal amount number of Shares acquired by it on the Notes issued pursuant to this AgreementInitial Closing Date, or (ixii) pursuant to in the terms of this Agreementevent the Exchange occurs, then, as to each Purchaserthe Exchange Date Shares, the Company shall: (1) give written notice to WP setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such Proposed Securities; and (D) such other information as WP may reasonably request in order to evaluate the proposed issuance; and (2) subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, offer to issue to WP upon the terms described in the notice delivered pursuant to Section 5.5(a)(1) above, a portion of the Proposed Securities equal to (i) the percentage of the Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) Owned by WP immediately prior to the issuance of the equity securities relative to the total number of shares of Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) outstanding immediately prior to the issuance of the equity securities, multiplied by (ii) the total number of Proposed Securities. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Proposed Securities to WP if it would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. (b) WP must exercise its purchase rights hereunder within 5 Business Days after receipt of such notice from the Company. To the extent that the Company offers two or more securities in units, WP must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that WP has not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to WP. (d) The election by WP not to exercise its subscription rights under this Section 5.5 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving WP the rights described in this Section 5.5 shall be void and of no force and effect. (e) The subscription rights established by this Section 5.5 shall not apply to, and shall terminate upon a consolidation, merger, reorganization or other form of acquisition of or by the Company in which the Company's stockholders immediately prior to the transaction retain less than 50% of the voting power of or economic interest in the surviving or resulting entity (or its parent), or a sale of the Company's assets in excess of a majority of the Company's assets (valued at fair market value as determined in good faith by the Board).

Subscription Right. (a) If KBR hereby grants to Halliburton, on the terms and conditions set forth herein, a continuing right (the “Subscription Right”) to purchase from KBR, at the times set forth herein: (i) with respect to the issuance of a class or series of shares of KBR Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Voting Percentage (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued); and (ii) with respect to the issuance of a class or series of shares of KBR Non-Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Ownership Percentage with respect to such class or series of shares (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to time, by Halliburton to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.8. The exercise price for each share purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR of shares in exchange for cash consideration, the per share price paid to KBR in the related Issuance Event (defined below); and (ii) in the event of the issuance by KBR of shares for consideration other than cash, the per share Market Price of such shares at the Issuance Event Date (defined below). (b) The provisions of Section 5.4(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a) shall not apply and shall not be exercisable in connection with the issuance by KBR of any shares of KBR Common Stock pursuant to any stock option or other executive, director or employee benefit, compensation or incentive plan maintained by KBR, to the extent such issuance: (i) would not result in Halliburton and other members of the Halliburton Group losing collective control of KBR within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR Non-Voting Stock, is less than 80%. (c) At least 20 Business Days prior to the issuance of any shares of KBR Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR in the circumstances described in Section 5.4(b) above and other than issuances of shares to any member of the Halliburton Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR Non-Voting Stock not outstanding prior to such issuance, KBR will notify Halliburton in writing (a “Subscription Right Notice”) of any plans it has to issue such shares and the date on which such issuance could first occur (such issuance being referred to herein as an “Issuance Event” and the closing date of such issuance an “Issuance Event Date”). The Subscription Right Notice shall also specify the number of shares KBR intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton (or any member of the Halliburton Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Group is entitled to purchase pursuant to Section 5.4(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the date hereof, and for so long as applicable Issuance Event Date by the delivery to KBR of a Purchaser Beneficially Owns written notice to such effect specifying (i) an aggregate principal amount the number of shares to be purchased by Halliburton or any member of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or Halliburton Group, and (ii) at least twenty-five percent (25%) a determination of the shares of Common Stock issuable to exercise price for such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon shares. Upon any such exercise of the Warrants and Existing WarrantsSubscription Right, KBR will, on or prior to the applicable Issuance Event Date, deliver to Halliburton (or any member of the Halliburton Group designated by Halliburton), against payment therefor, certificates (issued in the Company proposes to issue equity securities name of any kind (the term "equity securities" shall include for these purposes any warrants, options Halliburton or other rights to acquire equity securities and debt securities convertible into equity securitiesits permitted assignee hereunder or as directed by Halliburton) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of representing the shares being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBR, for the Preferred Stock issuable upon exchange full purchase price of such shares. (e) Except as provided in Section 5.4(f), any failure by Halliburton to exercise the Notes or Series A PreferredSubscription Right, or (B) upon any exercise of the Warrants or the Existing Warrants, (ii) for less than all shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed purchasable under the Securities Act with anticipated gross proceeds to the Company of at least $20 millionSubscription Right, (v) shares of Common Stock issued in connection with bona fide acquisitionsany particular Issuance Event shall not affect Halliburton’s right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, mergershowever, joint venture that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton so failed to exercise such Subscription Right in full or similar transactionsin part shall be recalculated to account for the dilution of Halliburton’s interest. (f) The Subscription Right, the terms of which are approved by the Board of Directorsor any part thereof, (vi) shares of Common Stock issued pursuant assigned to any stock option, stock purchase or similar plan or arrangement for the benefit member of the employees Halliburton Group other than Halliburton, shall terminate in the event that such member ceases to be a Majority Owned Subsidiary of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) Halliburton for any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:reason whatsoever.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns hereof until the earlier of (i) an aggregate principal amount the date on which there shall no longer remain outstanding at least 25% of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to Shares purchased by Warburg Pincus under this Agreement (or if the Second Closing does not take place, the Shares issued at the Initial Closing) or (ii) at least twenty-five percent (25%) the date on which the Shares held by Warburg Pincus represent less than 10% of the shares of then outstanding Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants)Company, the Company proposes to issue equity securities of the Company of any kind kind, the primary purpose of which is to raise equity capital (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company), other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 40 million, or (vii) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture ventures or similar transactions, the terms of which are approved by the Company's Board of Directors, or (viiii) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, then, the Company shall: (viii) give written notice to Warburg Pincus (no less than ten (10) days prior to the closing of such issuance) setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the "PROPOSED SECURITIES"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such securities proposed to be issued; and (D) such other information as Warburg Pincus may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue and sell to Warburg Pincus, on such terms as the Proposed Securities are issued, upon full payment by Warburg Pincus, a portion of the Proposed Securities equal to a percentage determined by dividing (A) the number of shares of Common Stock then held by Warburg Pincus, by (B) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion or exercise in full of that certain warrant to purchase 1,080,000 any convertible or exercisable securities (other than employee stock options) then outstanding (including shares of Common Stock issued issuable upon conversion of convertible securities or issuable upon exercise of outstanding warrants). (b) Warburg Pincus must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. To the extent that the Company offers two or more securities in units, Warburg Pincus must purchase such units as a whole and will not be given the opportunity to Motorolapurchase only one of the securities making up such unit. The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such subscription right. (c) Upon the expiration of the 10-day offering period described above, Inc. the Company will be free to sell such Proposed Securities that Warburg Pincus has not elected to purchase during the ninety (90) days following such expiration on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities terms and conditions no more favorable to the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved purchasers thereof than those offered to Warburg Pincus. Any Proposed Securities offered or sold by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued Company after such 90 day period must be reoffered to Warburg Pincus pursuant to this Agreement, or Section 8.5. (ixd) pursuant The election by Warburg Pincus not to the terms exercise its subscription rights under this Section 8.5 in any one instance shall not affect its right (other than in respect of this Agreement, then, a reduction in its percentage holdings) as to each Purchaser, any subsequent proposed issuance. (e) Any sale of such securities by the Company shall:without first giving Warburg Pincus the rights described in this Section 8.5 shall be void and of no force and effect.

Subscription Right. (a) If at any time From and after the date hereof, and for so long as a Purchaser Beneficially Owns Closing Date until the ------------------ earlier of (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or IPO and (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the date on which Buyer no longer owns any Preferred Stock issuable upon exchange of the Notes and the Series A PreferredShares, and upon exercise of the Warrants and Existing Warrants), if the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these the purposes of this Section 6.05, any equity securities and all warrants, options or other rights to acquire equity securities securities, and debt securities convertible into or exchangeable for equity securities) of the Company, Company (other than the issuance of securities (i) upon conversion of or exercise securities of the Company outstanding as of the date hereof, (ii) in an IPO, (iii) pursuant to the acquisition of another entity by the Company by merger, purchase of substantially all of the assets or other form of reorganization, (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program, (v) to vendors, customers and consultants of the Company for purposes primarily other than the raising of capital or (vi) in connection with a public or private debt financing effected by the Company (other than with an affiliate of the Company) or upon the conversion or exercise of any securities so issued), then the Company shall: (A) give written notice to Buyer setting forth in reasonable detail: (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereof; (2) the price and other terms of the proposed sale of Proposed Securities; (3) the amount of Proposed Securities proposed to be issued; and (4) such other information as Buyer may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to Buyer a portion of the Proposed Securities equal to a percentage determined by dividing (1) the number of shares of Common Stock held by Buyer and issuable upon to Buyer (Aincluding for purposes of this calculation, conversion and exercise in full of all securities then held by Buyer that are then convertible into or exchangeable for Common Stock) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or by (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii2) the Warrants, (iv) total number of shares of Common Stock issued to the public then outstanding (including for purposes of this calculation, conversion and exercise in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company full of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which all securities then outstanding that are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities then convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:exchangeable for Common Stock).

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants)Note Closing, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, the Shares or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares warrants issued to lenders of Preferred non-convertible debt and the Common Stock issuable upon exchange of the Notesexercise thereof, (iii) the Warrants, (iv) shares of Common Stock Stock, Options (as such term is defined in the Charter Amendment) and Convertible Securities (as such term is defined in the Charter Amendment) issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with as consideration for bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (viiv) Options, Convertible Securities and shares of Common Stock (A) issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees employees, officers, directors and/or consultants of the Company or its subsidiaries, duly adopted by the Board of Directors, or (viiB) shares of Common Stock issuable upon exercise of that certain warrant contributed to purchase 1,080,000 shares of Common Stock issued to Motorolaqualified Plans, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved duly adopted by the Board of Directors and provided such Plan contributions do not exceed 500,000 shares per annum in the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreementaggregate, or (ixv) pursuant to the terms of this Agreement, then(vi) shares of Common Stock issuable pursuant to the Rights Plan or (vii) equity securities issued pursuant to any securities split, as to each Purchasersecurities dividend, recapitalization or reorganization or other event that does not dilute the economic interest of any Eligible Holder, then the Company shall: (i) give written notice to each holder of record of more than 10% of the outstanding shares of Preferred Stock or more than 10% of the Notes who qualifies as an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act (each an "Eligible Holder") (no less than ten (10) business days prior to the closing of such issuance) setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such securities proposed to be issued; and (D) such other information as any Eligible Holder may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue and sell to each Eligible Holder, on such terms as the Proposed Securities are issued and upon full payment by the Eligible Holder, a portion of the Proposed Securities equal to a percentage determined by dividing (A) the number of shares of Common Stock owned by the Eligible Holder that were issued or are issuable to it upon the conversion or exercise of the Securities by (B) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion or exercise in full of any convertible or exercisable securities including the Securities (other than employee stock options granted after the date hereof) then outstanding. (b) Any Eligible Holder must exercise its purchase rights hereunder within ten (10) business days after receipt of such written notice from the Company. To the extent that the Company offers two or more securities in units, such Eligible Holder must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such subscription right. (c) Upon the expiration of the 10-day offering period described above, the Company will be free to sell such Proposed Securities that the Eligible Holders have not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 120-day period must be reoffered to the Eligible Holders pursuant to this Section 5.6. (d) The election by any Eligible Holder not to exercise its subscription rights under this Section 5.6 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving the Eligible Holders the rights described in this Section 5.6 shall be void and of no force and effect.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, Company and any Series F Purchaser is to be a purchaser thereof (other than the issuance of equity securities (i) shares of Common Stock issuable upon (A) conversion of any preferred stock pursuant to the shares Company's Certificate of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing WarrantsIncorporation, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds Act, (iii) pursuant to the acquisition of another Person by the Company by merger, purchase of at least $20 millionsubstantially all of the assets or outstanding capital stock or other form of transaction, or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program, then, as to each Stockholder, the Company shall: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), (v2) the price and other terms of the proposed sale of such securities, (3) the amount of such securities proposed to be issued and (4) such other information as the Stockholder may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each such Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock issued Beneficially Owned by such Stockholder, assuming conversion in connection with bona fide acquisitionsfull of any convertible securities held by such Stockholder and exercise of any options or warrants held by such Stockholder, mergers, joint venture or similar transactions, by (y) the terms total number of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock optionthen outstanding, stock purchase or similar plan or arrangement including for the benefit purposes of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding convertible securities or upon exercise in full of that certain warrant to any outstanding options or warrants. Each such Stockholder must exercise its purchase 1,080,000 shares right hereunder within 10 days after receipt of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and such notice from the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority Company. If all of the outstanding aggregate principal amount Proposed Securities offered to such Stockholder are not fully subscribed by such Stockholder, the remaining Proposed Securities will not be reoffered Upon expiration of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaseroffering period described above, the Company shall:will be free to sell such Proposed Securities that the Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions not more favorable to the purchasers thereof than offered to such holders. Any Proposed Securities offered or sold by the Company to Persons including a Series F Purchaser after such 90 day period must be reoffered to the Stockholders pursuant to these terms.

Subscription Right. (a) If at At any time after prior to the date hereofInitial Public Offering, and each Shareholder shall have the right to purchase for so long as a Purchaser Beneficially Owns cash its Subscription Right Pro Rata Share of (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally newly issued to such Purchaser pursuant to this Agreement or Ordinary Shares (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options and rights or other rights to acquire equity securities and debt securities convertible into equity securitiesinto, exchangeable or exercisable for Ordinary Shares of the Company ("SHARE EQUIVALENTS") or (iii) only if one or more Blackstone Entities participates in such sale by the Company, any other shares of the Company, or securities convertible into, exchangeable or exercisable for such other than shares ("Other Shares"), in each case which the Company may from time to time propose to sell to any Person for cash, provided (i) shares that the foregoing will not apply to the issuance of Common Stock issuable upon (A) conversion Ordinary Shares, Share Equivalents or Other Shares to management or employees of the shares Company, provided that any such issuance results in dilution of the Preferred Stock issuable upon exchange Shareholders on a PRO RATA basis. The "SUBSCRIPTION RIGHT PRO RATA SHARE" shall be, at any given time, (i) with respect to an issuance of Ordinary Shares, that proportion which the Notes or Series A Preferred, or (B) upon exercise number of Ordinary Shares held by a Shareholder at such time bears to the Warrants or the Existing Warrants, total Ordinary Shares issued and outstanding at such time (ii) shares with respect to an issuance of Preferred Stock issuable upon exchange Share Equivalents, that proportion which the number of Ordinary Shares held by a Shareholder at such time bears to the Notestotal Ordinary Shares issued and outstanding at such time, as calculated on a fully diluted basis and (iii) with respect to an issuance of Other Shares, that proportion of the Warrantsamount of such Other Shares being purchased by the Blackstone Entities, (iv) shares in the aggregate, which the number of Common Stock issued Ordinary Shares held by a Shareholder at such time bears to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to total Ordinary Shares issued and outstanding at such time. Each Shareholder acknowledges that the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant may determine to any grant management and employee stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of options and/or other equity interests that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and will dilute the equity securities issued upon the conversion thereof, issued in settlement holdings of litigation, provided each such settlement is approved by the Board of Directors and the Purchasers holding at least Shareholder on a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:pro rata basis.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) Notwithstanding the foregoing, if the Company issues such Proposed Securities pursuant to Section 3(d) in a transaction other than an aggregate principal amount Exempt Issuance after the Series B Investors have failed to exercise their purchase rights under such section, the Company shall nonetheless: (A) offer to sell to each such Series B Investor, on the same terms and subject to the same conditions as the sale of the Amended Notes Proposed Securities to non-Series B Investors, a portion of the Proposed Securities equal to at least twentya percentage determined by dividing (x) the number of shares of Common Stock owned by such Series B Investor (calculated on an as-converted and as-exercised basis), by (y) the total number of shares of Common Stock then outstanding (calculated on an as-converted and as-exercised basis). (ii) Each such Series B Investor must exercise its purchase rights under this Section 3(e) within five percent (25%5) business days after receipt of such notice from the Company of such subscription right. If all of the aggregate principal amount Proposed Securities offered to such Series B Investors are not fully subscribed by such Series B Investors, the remaining (unsubscribed) Proposed Securities will be reoffered to the Series B Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Series B Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Series B Investors must exercise their purchase rights within five days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, Series B Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the Amended Notes originally issued securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that the Series B Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Purchaser holders. Any Proposed Securities offered or sold by the Company after such 90-day period must be reoffered to the Investors pursuant to this Agreement Section 3(e) (iv) The election by a Series B Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving the Series B Investors the rights described in this Section 3(e) shall be void and of no force and effect. (v) The rights granted to the Series B Investors under this Section 3(e) may be freely assigned or (ii) otherwise transferred severally by the Series B Investors to any Affiliate or to any non-Affiliate, provided such non-Affiliate acquires at least twenty-five twenty percent (2520%) of the shares of Common Series B Preferred Stock issuable to such Purchaser pursuant to this Agreement and originally owned by the 2002 Purchase Agreement (including upon conversion original holder of the shares of the Series B Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:Stock.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes determines to issue equity securities of any kind (for these purposes, the term "“equity securities" ” shall include for these purposes any include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company, Company (other than than: (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds Act; (ii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors to the Company of at least $20 millionpursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (viv) shares of Common Stock securities issued in connection with bona fide acquisitionslicensing, mergers, joint venture marketing or distribution arrangements or similar transactions, the terms of which are strategic transactions approved by the Board Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as of Directorsthe date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Common Exchangeable Preferred Stock issued pursuant as dividends with respect to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted Shares purchased by the Board of DirectorsInvestors hereunder, or (vii) shares of Common Stock issued or issuable upon exercise exchange of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorolathe Exchangeable Preferred Stock) then, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding for so long as WP Owns at least a majority two-thirds of (i) the outstanding aggregate principal amount number of Shares acquired by it on the Notes issued pursuant to this AgreementInitial Closing Date, or (ixii) pursuant to in the terms of this Agreementevent the Exchange occurs, then, as to each Purchaserthe Exchange Date Shares, the Company shall: (1) give written notice to WP setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such Proposed Securities; and (D) such other information as WP may reasonably request in order to evaluate the proposed issuance; and (2) subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, offer to issue to WP upon the terms described in the notice delivered pursuant to Section 5.5(a)(1) above, a portion of the Proposed Securities equal to (i) the percentage of the Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) Owned by WP immediately prior to the issuance of the equity securities relative to the total number of shares of Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) outstanding immediately prior to the issuance of the equity securities, multiplied by (ii) the total number of Proposed Securities. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Proposed Securities to WP if it would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. (b) WP must exercise its purchase rights hereunder within 5 Business Days after receipt of such notice from the Company. To the extent that the Company offers two or more securities in units, WP must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that WP has not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to WP. (d) The election by WP not to exercise its subscription rights under this Section 5.5 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving WP the rights described in this Section 5.5 shall be void and of no force and effect. (e) The subscription rights established by this Section 5.5 shall not apply to, and shall terminate upon a consolidation, merger, reorganization or other form of acquisition of or by the Company in which the Company’s stockholders immediately prior to the transaction retain less than 50% of the voting power of or economic interest in the surviving or resulting entity (or its parent), or a sale of the Company’s assets in excess of a majority of the Company’s assets (valued at fair market value as determined in good faith by the Board).

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, Company (other than the issuance of securities (i) shares of Common Stock issuable upon (A) conversion of the shares of the any Preferred Stock issuable upon exchange outstanding on the date of this Agreement pursuant to the Notes or Series A Preferred, or (B) upon exercise Company's Certificate of the Warrants or the Existing WarrantsIncorporation, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million1933, as amended, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ixiii) pursuant to the terms acquisition of this Agreementanother corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program), then, as to each PurchaserStockholder who then holds in excess of 5% of the then outstanding shares of Common Stock (on an as converted basis), the Company shall:: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), (2) the price and other terms of the proposed sale of such securities, (3) the amount of such securities proposed to be issued and (4) such other information as the Stockholder may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each such Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock held by such Stockholder and issuable to such Stockholder, assuming conversion in full of any convertible securities then held by such Stockholder, by (y) the total number of Shares of Common Stock then outstanding, including for purposes of this calculation all Shares of Common Stock issuable upon conversion in full of any then outstanding convertible securities. Each such Stockholder must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Stockholder are not fully subscribed by such Stockholder, the remaining Proposed Securities will not be reoffered to the Stockholders purchasing their full allotment. To the extent that the Company offers two or more securities in units, Stockholders must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that the Stockholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions not more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such ninety (90) day period must be reoffered to the Stockholders pursuant to these terms.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, Company and any Series F Purchaser is to be a purchaser thereof (other than the issuance of equity securities (i) shares of Common Stock issuable upon (A) conversion of any preferred stock pursuant to the shares Company's Certificate of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing WarrantsIncorporation, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds Act, (iii) pursuant to the acquisition of another Person by the Company by merger, purchase of at least $20 millionsubstantially all of the assets or outstanding capital stock or other form of transaction or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program), then, as to each Stockholder, the Company shall: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), (v2) the price and other terms of the proposed sale of such securities, (3) the amount of such securities proposed to be issued and (4) such other information as the Stockholder may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each such Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock issued Beneficially Owned by such Stockholder, assuming conversion in connection with bona fide acquisitionsfull of any convertible securities held by such Stockholder and exercise of any options or warrants held by such Stockholder, mergers, joint venture or similar transactions, by (y) the terms total number of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock optionthen outstanding, stock purchase or similar plan or arrangement including for the benefit purposes of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding convertible securities or upon exercise in full of any outstanding options or warrants. Each such Stockholder must exercise its purchase right hereunder within 10 days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Stockholder are not fully subscribed by such Stockholder, the remaining Proposed Securities will not be reoffered to the Stockholders purchasing their full allotment. To the extent that certain warrant the Company offers two or more securities in units, Stockholders must purchase such units as a whole and will not be given the opportunity to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority only one of the outstanding aggregate principal amount securities making up such unit. Upon expiration of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaseroffering period described above, the Company shall:will be free to sell such Proposed Securities that the Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions not more favorable to the purchasers thereof than offered to such holders. Any Proposed Securities offered or sold by the Company to Persons including a Series F Purchaser after such 90 day period must be reoffered to the Stockholders pursuant to these terms.

Subscription Right. On every occasion after Completion upon which any JSGP Ordinary Shares shall be issued pursuant to an exercise of Warrants, or upon the exercise of any other rights (whether conditional or unconditional) existing and unexercised at Completion or created and unexercised at Completion (save for rights in favour of the Vendor, rights attached to the JSGP Convertible Shares and rights attached to the I Convertible Shares) whereby any person, other than the Vendor, is entitled to subscribe for JSGP Ordinary Shares, and on every occasion after Completion upon which any D Convertible Shares shall be converted to JSGP Ordinary Shares :- (a) If at any time JSGP shall notify the Vendor in writing of such issue or conversion and of the number of new JSGP Ordinary Shares resulting therefrom (“Dilutive Shares”); (b) the Vendor shall be entitled within 30 days after the date hereofreceipt by it of notice pursuant to Clause 3.9(a), and to subscribe for so long such number of new JSGP Ordinary Shares (which new JSGP Ordinary shares shall be designated as a Purchaser Beneficially Owns (iB Ordinary Shares) an as shall be equal to the number of Dilutive Shares multiplied by the Relevant Proportion. The price payable by the Vendor upon such subscription shall be the aggregate principal amount nominal value of the Amended Notes equal JSGP Ordinary Shares for which the Vendor is subscribing; and (c) in subscribing for new JSGP Ordinary Shares pursuant to this Clause 3.9, the Vendor shall notify the Company in writing at least twentythe end of the 30-five percent (25%day period referred to in Clause 3.9(a) of the aggregate principal amount number of new JSGP Ordinary Shares subscribed for and of shall either enclose therewith payment of the Amended Notes originally issued aggregate price payable for all such shares or shall direct JSGP to decrease the PIK by such Purchaser pursuant aggregate price; it is acknowledged by the parties, for the avoidance of doubt, that their intention in this Clause 3.9, is to this Agreement afford the Vendor an opportunity to avoid dilution upon the issue or creation of new JSGP Ordinary Shares in the circumstances described above. Accordingly, in a case where the holders of Warrants (iior other relevant rights) at least twentyare themselves entitled to anti-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement dilution rights, JSGP and the 2002 Purchase Agreement (including upon conversion Vendor shall endeavour to calculate and to agree or arrange such issues in such manner as shall avoid the creation of the shares a potentially infinite series of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferredissues, and upon exercise so that the Vendor shall be enabled to maintain its proportionate holding of JSGP Ordinary Shares at the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided same proportion after such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, issues as to each Purchaser, the Company shall:it maintained before such issues.

Subscription Right. (a) If KBR hereby grants to Halliburton, on the terms and conditions set forth herein, a continuing right (the “Subscription Right”) to purchase from KBR, at the times set forth herein: (i) with respect to the issuance of a class or series of shares of KBR Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Voting Percentage (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued); and (ii) with respect to the issuance of a class or series of shares of KBR Non-Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Ownership Percentage with respect to such class or series of shares (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to time, by Halliburton to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.7. The exercise price for each share purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR of shares in exchange for cash consideration, the per share price paid to KBR in the related Issuance Event (defined below); and (ii) in the event of the issuance by KBR of shares for consideration other than cash, the per share Market Price of such shares at the Issuance Event Date (defined below). (b) The provisions of Section 5.4(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a) shall not apply and shall not be exercisable in connection with the issuance by KBR of any shares of KBR Common Stock pursuant to any stock option or other executive, director or employee benefit, compensation or incentive plan maintained by KBR, to the extent such issuance: (i) would not result in Halliburton and other members of the Halliburton Group losing collective control of KBR within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR Non-Voting Stock, is less than 80%. (c) At least 20 Business Days prior to the issuance of any shares of KBR Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR in the circumstances described in Section 5.4(b) above and other than issuances of shares to any member of the Halliburton Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR Non-Voting Stock not outstanding prior to such issuance, KBR will notify Halliburton in writing (a “Subscription Right Notice”) of any plans it has to issue such shares and the date on which such issuance could first occur (such issuance being referred to herein as an “Issuance Event” and the closing date of such issuance an “Issuance Event Date”). The Subscription Right Notice shall also specify the number of shares KBR intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton (or any member of the Halliburton Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Group is entitled to purchase pursuant to Section 5.4(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the date hereof, and for so long as applicable Issuance Event Date by the delivery to KBR of a Purchaser Beneficially Owns written notice to such effect specifying (i) an aggregate principal amount the number of shares to be purchased by Halliburton or any member of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or Halliburton Group, and (ii) at least twenty-five percent (25%) a determination of the shares of Common Stock issuable to exercise price for such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon shares. Upon any such exercise of the Warrants and Existing WarrantsSubscription Right, KBR will, on or prior to the applicable Issuance Event Date, deliver to Halliburton (or any member of the Halliburton Group designated by Halliburton), against payment therefor, certificates (issued in the Company proposes to issue equity securities name of any kind (the term "equity securities" shall include for these purposes any warrants, options Halliburton or other rights to acquire equity securities and debt securities convertible into equity securitiesits permitted assignee hereunder or as directed by Halliburton) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of representing the shares being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBR, for the Preferred Stock issuable upon exchange full purchase price of such shares. (e) Except as provided in Section 5.4(f), any failure by Halliburton to exercise the Notes or Series A PreferredSubscription Right, or (B) upon any exercise of the Warrants or the Existing Warrants, (ii) for less than all shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed purchasable under the Securities Act with anticipated gross proceeds to the Company of at least $20 millionSubscription Right, (v) shares of Common Stock issued in connection with bona fide acquisitionsany particular Issuance Event shall not affect Halliburton’s right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, mergershowever, joint venture that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton so failed to exercise such Subscription Right in full or similar transactionsin part shall be recalculated to account for the dilution of Halliburton’s interest. (f) The Subscription Right, the terms of which are approved by the Board of Directorsor any part thereof, (vi) shares of Common Stock issued pursuant assigned to any stock option, stock purchase or similar plan or arrangement for the benefit member of the employees Halliburton Group other than Halliburton, shall terminate in the event that such member ceases to be a Majority Owned Subsidiary of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) Halliburton for any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:reason whatsoever.

Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) Notwithstanding the foregoing, if the Company issues such Proposed Securities pursuant to Section 3(d) in a transaction other than an aggregate principal amount Exempt Issuance after the Series B Investors have failed to exercise their purchase rights under such section, the Company shall nonetheless: (A) offer to sell to each such Series B Investor, on the same terms and subject to the same conditions as the sale of the Amended Notes Proposed Securities to non-Series B Investors, a portion of the Proposed Securities equal to at least twenty-a percentage determined by dividing (x) the number of shares of Common Stock owned by such Series B Investor (calculated in the same manner as provided in Section 2(a) above), by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding convertible or exercisable securities. (ii) Each such Series B Investor must exercise its purchase rights under this Section 3(e) within five percent (25%5) business days after receipt of such notice from the Company of such subscription right. If all of the aggregate principal amount Proposed Securities offered to such Series B Investors are not fully subscribed by such Series B Investors, the remaining (unsubscribed) Proposed Securities will be reoffered to the Series B Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Series B Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Series B Investors must exercise their purchase rights within five days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, Series B Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the Amended Notes originally issued securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that the Series B Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Purchaser holders. Any Proposed Securities offered or sold by the Company after such 90-day period must be reoffered to the Investors pursuant to this Agreement Section 3(e) (iv) The election by a Series B Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving the Series B Investors the rights described in this Section 3(e) shall be void and of no force and effect. (v) The rights granted to the Series B Investors under this Section 3(e) may be freely assigned or (ii) otherwise transferred severally by the Series B Investors to any Person acquiring at least twenty-five twenty percent (2520%) of the shares of Common Series B Preferred Stock issuable to such Purchaser pursuant to this Agreement and originally owned by the 2002 Purchase Agreement (including upon conversion original holder of the shares of the Series B Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shall:Stock.