“Investors” means # the Sponsors and # the Management Investors.

“Investors Committee” means the committee of Investors established by the Investors pursuant to the terms of the Framework Agreement with the authority to make decisions required or permitted to be made by the Investors under the Framework Agreement with respect to the Projects;

“Hurdle Investors” means those certain Investors in each Hurdle Group.

The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.”

on a confidential basis, to any of its investors or prospective investors;

“Permitted Investors”: collectively, any Management Investors and all of their respective Permitted Transferees.

The Company, the Lead Investors, the Founding Investors and the Other Investors are parties to that certain Registration Rights Agreement, dated as of December 15, 2014 and attached hereto as Exhibit A (the “Agreement”).

Grant of Secondary Refusal Right to the Investors. Subject to the terms of Section 3 below, each Key Holder hereby unconditionally and irrevocably grants to the Investors a Secondary Refusal Right to purchase all or any portion of the Transfer Stock not purchased by the Company pursuant to the Right of First Refusal, as provided in this Section 2.1(c). If the Company does not provide the Company Notice exercising its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Key Holder Transfer, the Company must deliver a Secondary Notice to the selling Key Holder and to each Investor to that effect no later than fifteen (15) days after the selling Key Holder delivers the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor must deliver an Investor Notice to the selling Key Holder and the Company within ten (10) days after the Company’s deadline for its delivery of the Secondary Notice as provided in the preceding sentence.

. The obligations of the Investors to consummate and effect the issuance of the Shares hereunder shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Investors:

Investors’ Entitlement: The Investors’ Entitlement shall be the following to be paid first dollar after payment only of all Applicable Attorney Fees: