Common use of Follow-on Investment Rights Clause in Contracts

Follow-on Investment Rights. At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow-on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.13 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. MANAGEMENT AND CONTROL OF THE FUND Management. Management of the Fund is vested in the Manager. The Manager will instruct the Fund to follow the advice of the Organizer in accordance with the Advisory Agreement regarding any decisions the Fund may be asked to make as holder of the Portfolio Company Securities. If unable to obtain advice from the Organizer regarding that decision, then the Fund will poll the Members by email, and will follow the majority decision of the Members that respond within 5 business days following that poll. If no Members respond, then the Fund will follow the majority vote of other holders of Portfolio Company Securities asked to participate in the decision. Except as otherwise provided in this Agreement and subject to the provisions of the Act, the Manager has all power and authority to exclusively manage the Fund and all of its operations. The Manager may agree to (i) delegate any matters or actions that it is authorized to perform under this Agreement to employees or agents of the Manager or third Persons and (ii) appoint any Persons, with titles as the Manager may select, to act on behalf of the Fund, with power and authority as the Manager may delegate from time to time. Any delegation may be rescinded at any time by the Manager. The Manager may from time to time open bank accounts in the name of the Master LLC or the Fund, and the Manager or a representative of the Manager will be the signatory on the bank accounts. Third parties dealing with the Fund may rely conclusively upon any certificate of the Manager to the effect that it is acting on behalf of the Fund. The signature of the Manager will be sufficient to bind the Fund in every manner to any agreement or on any document. The Manager may resign at any time upon five days' prior written notice to the Members and the Organizer. Upon resignation, the Organizer or the Members holding a majority of the outstanding equity interests of the Fund ("Majority Members") may appoint a successor Manager. The resignation or removal of the Manager will not dissolve the Fund. The Manager will not be required to return any fee previously paid. The provisions of this Section 5.1(d) may not be amended or waived without the written Consent of the Majority Members. In the event of any conflict between the Organizer and the Majority Members, the Organizer will control.

Follow-on Investment Rights. At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow-on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.13 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. MANAGEMENT AND CONTROL OF THE FUND Management. Management of the Fund is vested in the Manager. The Manager will instruct the Fund to follow the advice of the Organizer in accordance with the Advisory Agreement regarding any decisions the Fund may be asked to make as holder of the Portfolio Company Securities. If unable to obtain advice from the Organizer regarding that decision, then the Fund will poll the Members by email, and will follow the majority decision of the Members that respond within 5 business days following that poll. If no Members respond, then the Fund will follow the majority vote of other holders of Portfolio Company Securities asked to participate in the decision. Except as otherwise provided in this Agreement and subject to the provisions of the Act, the Manager has all power and authority to exclusively manage the Fund and all of its operations. The Manager may agree to (i) delegate any matters or actions that it is authorized to perform under this Agreement to employees or agents of the Manager or third Persons and (ii) appoint any Persons, with titles as the Manager may select, to act on behalf of the Fund, with power and authority as the Manager may delegate from time to time. Any delegation may be rescinded at any time by the Manager. The Manager may from time to time open bank accounts in the name of the Master LLC or the Fund, and the Manager or a representative of the Manager will be the signatory on the bank accounts. Third parties dealing with the Fund may rely conclusively upon any certificate of the Manager to the effect that it is acting on behalf of the Fund. The signature of the Manager will be sufficient to bind the Fund in every manner to any agreement or on any document. The Manager may resign at any time upon five days' prior written notice to the Members and the Organizer. Upon resignation, the Organizer or the Members holding a majority of the outstanding equity interests of the Fund ("Majority Members") may appoint a successor Manager. The resignation or removal of the Manager will not dissolve the Fund. The Manager will not be required to return any fee previously paid. The provisions of this Section 5.1(d) may not be amended or waived without the written Consent of the Majority Members. In the event of any conflict between the Organizer and the Majority Members, the Organizer will control.