No Preemptive Rights. Except as provided in Section 5 hereof, no holder of the Series C-1 Preferred shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms (subject to Section 9 hereof) and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.

No Preemptive Rights. No Person, including, without limitation, any Partner or Assignee, shall have any preemptive, preferential, participation or similar right or rights to subscribe for or acquire any Partnership Interest.

Preemptive Rights. If, following the consummation of the transactions contemplated by the Transaction Documents, the Company authorizes the issuance or sale, other than an Excluded Issuance, of any Capital Stock, or any securities, options or debt that are convertible or exchangeable into Capital Stock (“Stock Equivalents”) of the Company (any such security, a “New Security”), EJF shall be entitled, in its sole discretion, to purchase its pro rata portion of the New Securities for the same price and on the same terms as such New Securities are proposed to be offered to others, such that EJF and its Affiliates are able to maintain their aggregate percentage ownership interest in the Company’s Capital Stock on a fully diluted basis, subject to compliance with applicable Law. With respect to such rights described above (the “Preemptive Rights”), the Company shall give written notice of such proposed issuance or sale (including the terms and conditions thereof) to EJF at least thirty (30) days prior to the anticipated issuance or sale date, and EJF shall have twenty (20) days from the receipt thereof to provide the Company with notice of the exercise of its Preemptive Rights with respect to such issuance or sale. For the purposes of this Letter Agreement, “Excluded Issuance” means an issuance or sale of any Capital Stock or Stock Equivalents issued or sold by the Company in connection with: # a grant to any existing or prospective directors, officers or other employees, consultants or service providers of the Company or any Company Subsidiary pursuant to the Company Option Plan or similar equity-based plans or other compensation agreement; # the conversion or exchange of any securities of the Company into Capital Stock, or the exercise of any warrants or other rights to acquire Capital Stock; # any acquisition by the Company or any Company Subsidiary of any equity interests, assets, properties or business of any Person; # any merger, consolidation or other business combination involving the Company or any Company Subsidiary; # the commencement of any transaction or series of related transactions involving a Change in Control; # any subdivision of Capital Stock (by a split of Capital Stock or otherwise), payment of stock dividend, reclassification, reorganization or any similar recapitalization; or # a joint venture, strategic alliance or other commercial relationship with any Person relating to the operation of the Company’s or any Company Subsidiary’s business and not for the primary purpose of raising equity capital. The Preemptive Rights described herein will terminate upon the consummation of a firm commitment underwritten public offering of the Company’s Capital Stock pursuant to a registration statement or registration statements resulting in gross proceeds to the Company of at least $25 million.

No Preemptive Rights. No holder of the Series A Preferred Units will, as a holder of the Series A Preferred Units, have any preemptive rights to purchase or subscribe for Common Units or any other security of the Partnership (whether now or hereafter authorized).

Preemptive Rights. If, following the consummation of the transactions contemplated by the Transaction Documents, the Company authorizes the issuance or sale, other than an Excluded Issuance, of any Capital Stock, or any securities, options or debt that are convertible or exchangeable into Capital Stock (“Stock Equivalents”) of the Company (any such security, a “New Security”), EJF shall be entitled, in its sole discretion, to purchase its pro rata portion of the New Securities for the same price and on the same terms as such New Securities are proposed to be offered to others, such that EJF and its Affiliates are able to maintain their aggregate percentage ownership interest in the Company’s Capital Stock on a fully diluted basis, subject to compliance with applicable Law. With respect to such rights described above (the “Preemptive Rights”), the Company shall give written notice of such proposed issuance or sale (including the terms and conditions thereof) to EJF at least thirty (30) days prior to the anticipated issuance or sale date, and EJF shall have twenty (20) days from the receipt thereof to provide the Company with notice of the exercise of its Preemptive Rights with respect to such issuance or sale. For the purposes of this Letter Agreement, “Excluded Issuance” means an issuance or sale of any Capital Stock or Stock Equivalents issued or sold by the Company in connection with: # a grant to any existing or prospective directors, officers or other employees, consultants or service providers of the Company or any Company Subsidiary pursuant to the Company Option Plan or similar equity-based plans or other compensation agreement; # the conversion or exchange of any securities of the Company into Capital Stock, or the exercise of any warrants or other rights to acquire Capital Stock; # any acquisition by the Company or any Company Subsidiary of any equity interests, assets, properties or business of any Person; # any merger, consolidation or other business combination involving the Company or any Company Subsidiary; # the commencement of any transaction or series of related transactions involving a Change in Control; # any subdivision of Capital Stock (by a split of Capital Stock or otherwise), payment of stock dividend, reclassification, reorganization or any similar recapitalization; or # a joint venture, strategic alliance or other commercial relationship with any Person relating to the operation of the Company’s or any Company Subsidiary’s business and not for the primary purpose of raising equity capital. The Preemptive Rights described herein will terminate upon the consummation of a firm commitment underwritten public offering of the Company’s Capital Stock pursuant to a registration statement or registration statements resulting in gross proceeds to the Company of at least $25 million.

Preemptive Rights. If, following the consummation of the transactions contemplated by the Transaction Documents, the Company authorizes the issuance or sale, other than an Excluded Issuance, of any Capital Stock, or any securities, options or debt that are convertible or exchangeable into Capital Stock (“Stock Equivalents”) of the Company (any such security, a “New Security”), EJF shall be entitled, in its sole discretion, to purchase its pro rata portion of the New Securities for the same price and on the same terms as such New Securities are proposed to be offered to others, such that EJF and its Affiliates are able to maintain their aggregate percentage ownership interest in the Company’s Capital Stock on a fully diluted basis, subject to compliance with applicable Law. With respect to such rights described above (the “Preemptive Rights”), the Company shall give written notice of such proposed issuance or sale (including the terms and conditions thereof) to EJF at least thirty (30) days prior to the anticipated issuance or sale date, and EJF shall have twenty (20) days from the receipt thereof to provide the Company with notice of the exercise of its Preemptive Rights with respect to such issuance or sale. For the purposes of this Letter Agreement, “Excluded Issuance” means an issuance or sale of any Capital Stock or Stock Equivalents issued or sold by the Company in connection with: # a grant to any existing or prospective directors, officers or other employees, consultants or service providers of the Company or any Company Subsidiary pursuant to the Company Option Plan or similar equity-based plans or other compensation agreement; # the conversion or exchange of any securities of the Company into Capital Stock, or the exercise of any warrants or other rights to acquire Capital Stock; # any acquisition by the Company or any Company Subsidiary of any equity interests, assets, properties or business of any Person; # any merger, consolidation or other business combination involving the Company or any Company Subsidiary; # the commencement of any transaction or series of related transactions involving a Change in Control; # any subdivision of Capital Stock (by a split of Capital Stock or otherwise), payment of stock dividend, reclassification, reorganization or any similar recapitalization; or # a joint venture, strategic alliance or other commercial relationship with any Person relating to the operation of the Company’s or any Company Subsidiary’s business and not for the primary purpose of raising equity capital. The Preemptive Rights described herein will terminate upon the consummation of a firm commitment underwritten public offering of the Company’s Capital Stock pursuant to a registration statement or registration statements resulting in gross proceeds to the Company of at least $25 million.

Preemptive Rights. If, following the consummation of the transactions contemplated by the Transaction Documents, the Company authorizes the issuance or sale, other than an Excluded Issuance, of any Capital Stock, or any securities, options or debt that are convertible or exchangeable into Capital Stock (“Stock Equivalents”) of the Company (any such security, a “New Security”), EJF shall be entitled, in its sole discretion, to purchase its pro rata portion of the New Securities for the same price and on the same terms as such New Securities are proposed to be offered to others, such that EJF and its Affiliates are able to maintain their aggregate percentage ownership interest in the Company’s Capital Stock on a fully diluted basis, subject to compliance with applicable Law. With respect to such rights described above (the “Preemptive Rights”), the Company shall give written notice of such proposed issuance or sale (including the terms and conditions thereof) to EJF at least thirty (30) days prior to the anticipated issuance or sale date, and EJF shall have twenty (20) days from the receipt thereof to provide the Company with notice of the exercise of its Preemptive Rights with respect to such issuance or sale. For the purposes of this Letter Agreement, “Excluded Issuance” means an issuance or sale of any Capital Stock or Stock Equivalents issued or sold by the Company in connection with: # a grant to any existing or prospective directors, officers or other employees, consultants or service providers of the Company or any Company Subsidiary pursuant to the Company Option Plan or similar equity-based plans or other compensation agreement; # the conversion or exchange of any securities of the Company into Capital Stock, or the exercise of any warrants or other rights to acquire Capital Stock; # any acquisition by the Company or any Company Subsidiary of any equity interests, assets, properties or business of any Person; # any merger, consolidation or other business combination involving the Company or any Company Subsidiary; # the commencement of any transaction or series of related transactions involving a Change in Control; # any subdivision of Capital Stock (by a split of Capital Stock or otherwise), payment of stock dividend, reclassification, reorganization or any similar recapitalization; or # a joint venture, strategic alliance or other commercial relationship with any Person relating to the operation of the Company’s or any Company Subsidiary’s business and not for the primary purpose of raising equity capital. The Preemptive Rights described herein will terminate upon the consummation of a firm commitment underwritten public offering of the Company’s Capital Stock pursuant to a registration statement or registration statements resulting in gross proceeds to the Company of at least $25 million.

Except for the issuance or sale of Equity Securities # to officers, employees, managers, directors or consultants of the Company or its Subsidiaries or to TopCo or IncentiveCo pursuant to an incentive equity plan, agreement or arrangement approved by the Board, # pursuant to an IPO, # in connection with the reclassification, recapitalization, or conversion of any of the Company’s outstanding Equity Securities into another class of Equity Securities on terms made available to all holders of the same class of such outstanding Equity Securities, # in connection with an acquisition of another company or business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) by the Company or any of its Subsidiaries, # upon the exercise or conversion of any Options or Convertible Securities outstanding on the Effective Date or issued after the Effective Date in compliance with the provisions of this [Section 9.8], # any Unit split, Unit dividend or similar recapitalization, # to a commercial lender or other financial institution in connection with a loan to the Company, or # to any investment banking firm or placement agent for bona fide services rendered to the Company (collectively, “Exempt Equity Issuances” and each an “Exempt Equity Issuance”), if the Company authorizes the issuance or sale of any Equity Securities to any Person, the Company shall offer to sell to each Rights Holder a portion of such Equity Securities equal to the quotient determined by dividing # the number of Class CO Units and Class CG Units then held by such Rights Holder by # the Fully-Diluted Unit Capitalization. Each Rights Holder shall be entitled to purchase such Equity Securities at the same price and on the same terms as such Equity Securities are to be offered to such Person.

No Preemptive Rights. No holder of the Series A Preferred Units will, as a holder of Series A Preferred Units, have any preemptive rights to purchase or subscribe for Common Units or any other security of the Partnership (whether now or hereafter authorized).

No Preemptive Rights. Except as provided in Section 5 hereof, no holder of the Series A-1 Preferred shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.