Common use of Right of First Offer Clause in Contracts

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that provided, that, each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that that, any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under not including any shares of Common Stock issued after the date hereof to employees of the Company’s equity incentive plan as then in effect, including shares issued upon exercise of stock options). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), ) and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Series A Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Series A Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series A Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major InvestorHolder. A Major Investor Holder shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holdersAffiliates; provided, such that, as limited partners, members or a condition precedent to any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, issuance of such Major Investor (“Investor Beneficial Owners”); provided that each New Securities to such Affiliate, the Company shall require any such Affiliate or Investor Beneficial Owner: (x) is not to become a Competitor or FOIA Party, unless such party’s purchase party to this Agreement by executing a counterpart signature page hereto agreeing to be bound by and subject to the terms of New Securities is otherwise consented to by the Board of Directors, this Agreement as a Major Holder and (y) agrees to enter into this Agreement and each of become a party to the Voting Agreement and that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement Agreement, dated as of even the date herewith hereof, by and among the Company, the Investors Company and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not thereto by executing a counterpart signature page thereto agreeing to be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 bound by and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder subject to the Major Investor holding the fewest number terms of Preferred Stock and any other Derivative Securitiessuch agreements. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorHolder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, offered and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor Holder (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Holder) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and Securities) (ii) excluding unallocated stock reserved under the Companysuch portion, a Major Holder’s equity incentive plan as then in effect“Pro Rata Amount”). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major InvestorHolder’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors Holders were entitled to subscribe but that were not subscribed for by the Major Investors Holders which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of following the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), then the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of following the execution thereof, then the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Major Holders in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ) or (ii) shares of Common Stock issued in the IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Holders within thirty (30) days after the issuance of any New Securities. Such notice shall describe the type, price and terms of the New Securities. Each Major Holder shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Holder, maintain such Major Holder’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days following the date that notice is given to the Major Holders.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor who is not a Defaulting Investor. A Major Each such Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) among itself and its Affiliates and (iii) its beneficial interest holders, provided such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is Affiliates are not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Competitor). Defaulting Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any of the rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securitiesset forth in this Section 4.1. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 ten (10) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such 20-ten (10) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-five (5) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of the initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Each Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners and Affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and Securities) (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then “Regular Pro Rata Amount”); provided, however, that the pro rata participation amount of New Leaf in effect). At the expiration of such 20-day period, the Company Next Financing shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is be equal to three (3) times the proportion that the Common Stock issued and held, or issuable Regular Pro Rata Amount applicable to New Leaf (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares“New Leaf Super Pro Rata Amount”). The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). The Company shall not take any voluntary action including, but not limited to, any amendment of the Certificate of Incorporation, reorganization, recapitalization, transfer of assets, consolidation, merger, issue or sale of securities, for the purpose of avoiding or seeking to avoid the application of New Leaf’s right to purchase up to the New Leaf Super Pro Rata Amount in the Next Financing. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice; provided, however, that in the event that New Leaf purchases less than the New Leaf Super Pro Rata Amount in the Next Financing, then the unsubscribed portion of such New Securities shall be reduced by that number of shares equal to the New Leaf Super Pro Rata Amount less the greater of New Leaf’s Regular Pro Rata Amount for the Next Financing and the amount of New Securities actually purchased by New Leaf in the Next Financing. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPOIPO and (iii) the issuance of shares of Series B Preferred Stock to Additional Investors pursuant to Subsection 2.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of specified in this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New SecuritiesSection 2.3, the Company shall hereby grants the participation rights set forth in this Section 2.3 to (A) each Major Holder, (B) Cisco Systems so long as (i) Cisco continues to hold at least 180,729 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities and (ii) the Company has not delivered written notice to Cisco that the Board of Directors of the Company has made a Cisco Competitor Determination a right of first offer such New with respect to future sales by the Company of its Shares (as hereinafter defined), (C) each X. Xxxx Price Investor and Fidelity Investor, so long as the X. Xxxx Price Investors and Fidelity Investors, respectively, continue to hold in the aggregate at least 700,000 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities and (D) each Janus Capital Investor, so long as the Janus Capital Investors continue to hold in the aggregate at least 315,000 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities and (E) each Major Xxxxxxx Investor, so long as the Xxxxxxx Investors continue to hold in the aggregate at least 160,000 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities (each of the Investors described in (A), (B), (C), (D) or (E) above, a “Participation Rights Holder”). A Major Investor shall be entitled For purposes of this Section 2.3, Participation Rights Holder includes any Affiliated Persons of a Participation Rights Holder and a Participation Rights Holder who chooses to apportion exercise the right of first offer hereby granted to it may designate as purchasers under such right itself or its Affiliated Persons, in such proportions as it deems appropriate. Each time the Company proposes to offer any additional shares of, among: or securities convertible into or exercisable for any shares of, any class of its capital stock for sale and issuance by the Company as a primary issuance (i) itself“Shares”), (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, Company shall first make an offering of such Major Investor (“Investor Beneficial Owners”); provided that Shares to each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by Participation Rights Holder in accordance with the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities.following provisions: (a) The Company shall give deliver a notice by certified mail (the “Offer Notice”) to each Major Investor, the Participation Rights Holders stating (i) its bona fide intention to offer such New SecuritiesShares, (ii) the number of such New Securities Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New SecuritiesShares. (b) By notification to the Company within 20 Within fifteen (15) calendar days after delivery of the Offer Notice is givenNotice, each Major Investor Participation Rights Holder may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities Shares which equals the proportion that the number of shares of Common Stock issuable, directly or indirectly, upon conversion of all outstanding shares of Preferred Stock then held by such Major Investor (including Participation Rights Holder bears to the aggregate number of shares of Common Stock then outstanding and all shares of Common Stock then issuable (issuable, directly or indirectly) , upon conversion and/or of all outstanding shares of Preferred Stock (assuming full exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears conversion to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicableStock, of all outstanding warrants, options and other rights to acquire Preferred Stock Stock) and full exercise of all outstanding warrants, options and other rights to acquire Common Stock. Such purchases shall be completed at the same closing as that of any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect)third party purchasers or at an additional closing thereunder. At the expiration of such 20-day period, the The Company shall promptly notify promptly, in writing, inform each Major Investor Participation Rights Holder that elects to purchase or acquire purchases all the shares available to it (each, a “Fully Fully-Exercising InvestorHolder”) of any other Major InvestorParticipation Rights Holder’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice Holder shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities Shares for which Major Investors Participation Rights Holders were entitled to subscribe but that which were not subscribed for by the Major Investors which Participation Rights Holders that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Fully-Exercising Investor Holder bears to the total number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all such Fully Exercising Investors who wish desire to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)Shares for which Participation Rights Holders did not subscribe. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the The Company may, during the 90-forty five (45) day period following the expiration of the periods period provided in Subsection 4.1(b)subsection 2.3(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities the Shares to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within 30 forty five (45) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to the Investors Participation Rights Holders in accordance with this Subsection 4.1herewith. (d) The right of first offer in this Subsection 4.1 Section 2.3 shall not be applicable to: to (i) Exempted Securities the issuance of securities excluded from the definition of “Additional Stock” under Article IV, Section (as defined in B)(4)(d)(i)(B)(1)-(8) of the Company’s Amended and Restated Certificate of Incorporation; (ii) the assignment by the Company of a right of first refusal that the Company may have with respect to any proposed sale of shares of the Company’s capital stock; or (iii) the issuance of securities that Participation Rights Holders holding a majority of the Registrable Securities held by Participation Rights Holders agree in writing to exclude from the provisions of this Section 2.3; provided, however, notwithstanding any such waiver (or waiver of such provisions pursuant to Section 3.4), in the event that a Participation Rights Holders actually purchases Shares in any transaction contemplated by this Section 2.3, then each other Participation Rights Holders shall be permitted to participate on a pro rata basis relative to the Participation Rights Holders purchasing the largest proportion of such Participation Rights Holder’s pro rata share. In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Participation Rights Holder and any particular subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Participation Rights Holder is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (ii) shares such subsequent securities issuance is otherwise being offered only to accredited investors; provided, that notwithstanding the foregoing the exclusion of Common Stock issued any Participation Rights Investor from any particular securities issuance shall not affect the right of such Participation Rights Investor to participate in the IPO.any other securities issuance”

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major InvestorROFO Party. A Major Investor ROFO Party shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor ROFO Party (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, and (y) agrees to enter into this Agreement and each of the Fifth Amended and Restated Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of September 6, 2019, among the Company, the Investors and the other parties named therein, in each case as an “Investor” or “Key Holder”, as applicable, under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major an Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorROFO Party, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor ROFO Party may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion its Pro Rata Portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect)Securities. At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor ROFO Party that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major InvestorROFO Party’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors ROFO Parties were entitled to subscribe but that were not subscribed for by the Major Investors ROFO Parties which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesits Overallotment Pro Rata Portion. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors ROFO Parties in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), and ; (ii) shares of Common Stock issued in the IPO; (iii) the issuance of shares of Series E Preferred Stock pursuant to the Purchase Agreement or pursuant to the Exchange (as defined in the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement)); and (iv) the issuance of the Shares.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it. in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among: among (i) itself, itself (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), and (ii) shares of Common Stock issued in the IPO, (iii) any issuance of shares of Preferred Stock pursuant to the Series B Purchase Agreement and (iv) any issuance of shares that the holders of a majority of the then outstanding shares of Preferred Stock elect in writing to be exempt from this Subsection 4.1.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) Owner agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof)agreement, and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding held by all the Major Investors (assuming including all shares of Common Stock issuable (idirectly or indirectly) full upon conversion and/or exercise, as applicable, of all the Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under held by all the Company’s equity incentive plan as then in effectMajor Investors). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPOIPO and (iii) the issuances of shares of Series B Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of specified in this Subsection 4.1 Section 4.1, and applicable securities laws, if in the event the Company proposes to offer offer, issue or sell any New Additional Equity Securities, the Company shall first offer make an offering of such New Additional Equity Securities to the Eligible Holders (the “Offerees”) and each Major InvestorOfferee shall have a preemptive right to purchase a Pro Rata Share (as defined below) of all or any part of such Additional Equity Securities in accordance with the following provisions of this Section 4.1. A Major Investor Any Offeree shall be entitled to apportion the right of first offer hereby granted to it among themselves and their Affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice deliver a notice, in accordance with the provisions of Section 8.4 hereof (the “Offer Notice”) to each Major Investor, the Offerees stating (i) its bona fide intention to offer issue such New Additional Equity Securities, (ii) the number of such New Additional Equity Securities to be offeredissued, and (iii) the price and terms, if any, upon which it proposes to offer issue such New Additional Equity Securities. (b) By notification to the Company within 20 Within twenty (20) calendar days after the receipt of the Offer Notice is givenNotice, each Major Investor may Offeree may, by written notification, elect to purchase or otherwise acquireobtain, in whole or in part, at the price and on the terms specified in the Offer Notice, up to that portion of such New Additional Equity Securities which equals the proportion that the Common Stock number of Ordinary Shares (calculated on an as-converted basis assuming conversion of all convertible securities) then held held, by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Offeree bears to the total Common Stock number of the Company then outstanding Ordinary Shares (calculated on an as-converted basis assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative convertible securities), held by all Shareholders immediately prior to the issuance of Additional Equity Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect“Pro Rata Share”). At For avoidance of doubt, with respect to each Ordinary Shareholder holding Preferred Shares, any calculation in respect of its Pro Rata Shares shall be based on and shall be limited to the expiration of relevant Preferred Shares held by such 20-day periodOrdinary Shareholder, the without considering any Ordinary Shares held by such Ordinary Shareholder. (c) The Company shall promptly notify promptly, in writing, inform each Major Investor Offeree that elects to purchase or acquire all of the shares Pro Rata Shares available to it (each, a “Fully Exercising InvestorHolder”) of any other Major InvestorOfferee’s failure to do likewise. During the tenten (10) day-day period commencing immediately after the Company has given receipt of such noticeinformation, each Fully Exercising Investor may, by giving notice Holder shall be entitled to notify the Company, elect Company of its desire to purchase or acquiremore than its Pro Rata Share of the Additional Equity Securities, in addition to stating the number of shares specified abovethe Additional Equity Securities it proposes to purchase. If as a result thereof, up such oversubscription exceeds the total number of the remaining Additional Equity Securities available for purchase, the oversubscribing Fully Exercising Holder will be cut back by the Company with respect to their oversubscriptions to that portion number of the New remaining Additional Equity Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued number of Registrable Securities (calculated on an as-converted basis and held, or issuable (directly or indirectlyexclusive of the Ordinary Shares held by the Ordinary Shareholders) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor Holder bears to the Common Stock issued total number of Registrable Securities (calculated on an as-converted basis and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, exclusive of the Preferred Stock and any other Derivative Securities Ordinary Shares held by the Ordinary Shareholders) then held, held by all Fully Exercising Investors Holders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)Additional Equity Securities. (cd) If all New Additional Equity Securities referred to in the Offer Notice are not elected to be purchased or acquired obtained as provided in Subsection Section 4.1(b)) and (c) hereof, the Company may, during the 90-day ninety (90)-day period following the expiration of the periods period provided in Subsection Section 4.1(b)) and (c) hereof, offer and sell the remaining unsubscribed portion of such New Additional Equity Securities to any Person or Persons identified parties at a price not less than, and upon terms no more favorable to the offeree Offerees than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Additional Equity Securities within such period, or if such agreement is not consummated within 30 twenty (20) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Additional Equity Securities shall not be offered unless first reoffered to the Investors Offerees in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer that portion of such New Securities prescribed by Section 4.1(b) to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named thereinCompany stockholders party thereto, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish that desire to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), and ; (ii) shares of Common Stock issued in the IPO; (iii) the issuance of additional shares of Series B Preferred Stock after the date of this Agreement pursuant to Section 1.3 of the Purchase Agreement, or (iv) any Investor that is a Foreign Person and as to which the operation of this Section 4.1 could result in such Investor obtaining greater than nine and nine-tenths percent (9.9%) of the outstanding voting shares of the Company. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Each Major Investor shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor competitor of the Company (as reasonably determined by the Board of Directors) or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor competitor of the Company (as reasonably determined by the Board of Directors) or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 3.2 and as an Investor under this Subsection 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), ; (ii) the issuance of shares of Preferred Stock pursuant to the Purchase Agreement; and (iiiii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and the Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named thereinAgreement, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major an Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (iioutstanding) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), ; and (ii) shares of Common Stock issued in the IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided provided, that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major an Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Series A Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty one (21) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding held by all other Investors (assuming (i) full conversion and/or exercise, as applicable, of all Series A Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such 20-twenty one (21) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall apply prior to the earlier of the IPO and a Deemed Liquidation Event (as defined in the Certificate of Incorporation) and shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates Affiliates, provided that in the case of an apportionment of rights under this Subsection 4.1 by a holder of Junior Preferred Stock, such Affiliate is a Beneficial Owner of Caribou Biosciences, Inc., and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or and any FOIA Party shall not be entitled to any rights as a Major an Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all the shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor, but not including any shares of Common Stock then held by such Investor that were acquired other than upon the exercise or conversion of Derivative Securities) bears to the total number of shares of Common Stock of the Company then outstanding held by Investors (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other outstanding Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), and ; or (ii) shares of Common Stock issued in the IPO. (e) The rights of the Investors to purchase New Securities under this Subsection 4.1 may be modified or waived by a Major Purchaser Majority; provided, however, that in the event the rights to purchase New Securities under this Subsection 4.1 are waived and any Investor(s) purchase New Securities, the Company will give notice to the other Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each such other Investor shall have twenty (20) days from the date notice is given to elect to purchase on similar terms and conditions in a subsequent closing up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) among itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and the Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 thirty (30) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding held by all the Major Investors (including all shares of Common Stock issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and (ii) excluding unallocated stock reserved under any other Derivative Securities then held by all the Company’s equity incentive plan as then in effectMajor Investors). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ) and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that that, each such Affiliate or Investor Beneficial OwnerAffiliate: (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Ninth Amended and Restated Voting Agreement and the Ninth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named thereintherein (each as may be amended and/or restated from time to time), as an “Investor” under each such agreement (provided that that, any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor Investor, as applicable, under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued or issuable upon the conversion of all Registrable Securities then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other outstanding Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.14. (d) Notwithstanding anything to the contrary contained herein, if a Regulated Holder exercises its right of first offer pursuant to this Subsection 4, the Company and each holder of Registrable Securities agrees to use its commercially reasonable efforts to create a security equivalent to the New Securities but incorporating substantially similar terms and limitations as set forth in the Restated Certificate applicable to the Regulatory Conversion Restriction, the Regulatory Voting Restriction and the BHCA Regulatory Restriction (as defined in the Restated Certificate) or as may otherwise be reasonably required for the holders of Series B-1 Preferred Stock to comply with the BHCA and other relevant banking laws, regulations and agency interpretations and guidance. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors. (f) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), and ; (ii) shares of Common Stock issued in the IPO; (iii) any issuance of shares of Preferred Stock issued pursuant to the Purchase Agreement; or (iv) any issuance of shares of Non-Voting Common Stock pursuant to the Common Stock Financing (as defined in the Purchase Agreement).

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Operating Agreement, the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” or “Member” as applicable under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof)hereof . Notwithstanding the foregoing, and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the a Major Investor holding the fewest number may not apportion its right of Preferred Stock and any other Derivative Securitiesfirst offer to more than 20 Affiliates and/or Investor Beneficial Owners. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock Shares then held by such Major Investor (including all shares of Common Stock Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock Shares and any other Derivative Equity Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company Shares then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock Shares and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectEquity Securities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock Shares and any other Derivative Equity Securities then held, by such Fully Exercising Investor bears to the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock Shares and any other Derivative Equity Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days thirty (30)days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and Operating Agreement) (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of Series C Preferred Shares to Additional Purchasers (each as defined in the Purchase Agreement) pursuant to Subsection 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such 20-20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-10 day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the 90-90 day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) In the event that the rights of a Major Investor to purchase New Securities under this Section 4.1 are waived with respect to a particular offering of New Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Major Investor. (e) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 fifteen (15) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120)] days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 forty-five (45) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities Excluded Issuances (as defined in the Certificate Articles of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock to aadditional Investors pursuant to of the Securities Purchase Agreement. (e) The right of first offer set forth in this Subsection 4.1 shall terminate with respect to any Major Investor who fails to purchase, in any transaction subject to this Subsection 4.1, all of such Major Investor’s pro rata amount of the New Securities allocated (or, if less than such Major Investor’s pro rata amount is offered by the Company, such lesser amount so offered) to such Major Investor pursuant to this Subsection 4.1. Following any such termination, such Investor shall no longer be deemed a “Major Investor” for any purpose of this Subsection 4.1] (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage- ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. (a) Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to the Company as reasonably determined by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Stockholders Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof). (b) Notwithstanding anything to the contrary herein, for so long as TRV, RA Capital, Goldman or Vertex, respectively, is deemed a Major Investor, TRV, RA Capital, Xxxxxxx or Vertex, as applicable, shall have the right to apportion its right of first offer of New Securities pursuant to Subsection 4.1(a) among itself, its Affiliates, and such unaffiliated third parties as TRV, RA Capital, Xxxxxxx or Vertex, as applicable, reasonably deems appropriate (each such Affiliate or unaffiliated third party, a “Permitted Transferee”), provided that each such Permitted Transferee (x) is not a Competitor of the Company as reasonably determined by the Board of Directors, and (zy) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock enter into or join this Agreement and any other Derivative stockholder agreement with the Company that TRV, RA Capital, Goldman or Vertex, as applicable, is party to or would become a party to if it exercised its right of first offer, as an “Investor” under each such agreement. TRV, RA Capital, Xxxxxxx or Vertex, as applicable, shall provide the Company with advanced written notice of any such apportionment of rights to a Permitted Transferee prior to the deadline set forth in Subsection 4.1(d) by which TRV, RA Capital, Goldman or Vertex, as applicable, is required to notify the Company of TRV’s, RA Capital’s, Xxxxxxx’x or Vertex’s, as applicable, or its Permitted Transferees’ as applicable, intention to exercise its right of first offer with respect to a given issuance of New Securities, and TRV, RA Capital, Goldman or Vertex, as applicable, and the Permitted Transferee shall provide the Company with such other information as the Company reasonably requests in connection with such apportionment of rights to such Permitted Transferee. (ac) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bd) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total number of shares of Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which such Major Investors were entitled to subscribe subscribe, but that were not subscribed for by the Major Investors Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred twenty (120) days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (ce) If fewer than all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b4.1(d), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b4.1(d), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (df) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO. (g) The rights of the Major Investors to purchase New Securities under this Subsection 4.1 may be modified or waived in accordance with Subsection 6.6; provided, however, that in the event such rights to purchase New Securities under this Subsection 4.1 are waived and any Major Investor(s) purchase New Securities, the Company shall give notice to the other Major Investors within thirty (30) days after the initial issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each such other Major Investor shall have twenty (20) days from the date such notice is given to elect to purchase on similar terms and conditions in a subsequent closing up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(d) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (a) (i) itselfIf any Stockholder desires to Transfer any shares of Parent Common Stock (other than a Transfer (v) to a Permitted Transferee in accordance with the terms hereof, (iiw) pursuant to a merger, consolidation or business combination involving Parent or its Affiliates and (iii) its beneficial interest holdersaffiliates, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not to Parent or its affiliates pursuant to a Competitor tender or FOIA Party, unless such party’s purchase exchange offer for shares of New Securities is otherwise consented to Parent Common Stock by the Board of DirectorsParent or its affiliates, (y) agrees to enter into this Agreement and each a third party pursuant to a tender or exchange offer for shares of the Voting Agreement and Right Parent Common Stock if such tender or exchange offer is not opposed by Parent’s board of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor directors or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees from and after January 1, 2005, of up to purchase at least such number 25,000 shares of New Securities as are allocable hereunder Parent Common Stock in any calendar year in addition to those shares of Parent Common Stock permitted to be transferred pursuant to the Major Investor holding the fewest number of Preferred Stock immediately preceding clauses (v), (w), (x) and any other Derivative Securities. (a) The Company y)), such Stockholder shall give written notice (the “Offer Transfer Notice”) to each Major InvestorParent and Xxxx of such intention, stating (i) its bona fide intention to offer such New Securities, (ii) specifying the number of such New Securities shares of Parent Common Stock proposed to be offered, transferred (the “Offered Shares”). The Transfer Notice shall constitute an offer (the “Offer”) by such Stockholder to sell to Parent and (iii) Xxxx the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms Offered Shares specified in the Transfer Notice at the Offer Price (as defined below) until the Exercise Expiration Time (as defined below). Parent or, if Parent declines to purchase all or any portion of the Offered Shares, Xxxx shall have the right, exercisable by written notice (the “Exercise Notice”) given by Parent and/or Xxxx to such Stockholder no later than 5:00 p.m., up Pacific time, on the second business day after receipt of such Transfer Notice (the “Exercise Expiration Time”), to that purchase (or to cause a person or group designated by Parent to purchase) all or any portion of such New Securities which equals Offered Shares specified in such Transfer Notice for cash at the proportion that the Common Stock then held by Offer Price, and such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion Exercise Notice shall constitute Parent’s and/or exerciseXxxx’x, as applicable, irrevocable acceptance of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock Offer in respect of the Company then outstanding (assuming (i) full conversion number of Offered Shares subject to such Exercise Notice. The Exercise Notice shall be duly executed and delivered by Parent and/or exerciseXxxx, as applicable, and specifically include (1) the aggregate number of all Preferred Stock Offered Shares to be purchased by Parent and any other Derivative Securities then outstanding Xxxx (collectively, the “Subject Shares”), (2) the Fair Market Value of the Subject Shares and the manner in which the Fair Market Value was determined in accordance with Section 3(a)(ii)(B) hereof, (3) the specific number of Subject Shares to be purchased, and the applicable Offer Price payable, by each of Parent and Xxxx, (4) a proposed closing date determined in accordance with Section 3(a)(iii) hereof, and (ii5) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion statement that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion Exercise Notice constitutes Parent’s and/or exerciseXxxx’x, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, irrevocable acceptance of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days Offer in respect of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)Subject Shares. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Series A Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Series A Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c4.1 (c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; (iii) the issuance of shares of Series A Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement or any Warrant Purchase Agreement (as defined in the Purchase Agreement). (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major InvestorHolder. A Major Investor Holder shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) among itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesAffiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorHolder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor Holder (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Holder) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Major Holders in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers (as defined in the Purchase Agreement).

Right of First Offer. Subject to the terms and conditions of -------------------- specified in this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New SecuritiesSection 3.1, the Company shall first offer such New Securities hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its New Securities (as hereinafter defined). For purposes of this Section 3.1, the term Major Investor includes any partners, shareholders or affiliates of an Investor. A Subject to Section 3.1(f) below, a Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, shareholders and affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The In the event the Company proposes to issue New Securities, it shall give each Major Investor written notice (the “Offer "Notice”") to each Major Investor, of its intention stating (i) its bona fide intention a description of the New Securities it proposes to offer such New Securitiesissue, (ii) the number of such shares of New Securities it proposes to be offeredoffer, and (iii) the price per share at which, and termsother terms on which, if any, upon which it proposes to offer such New SecuritiesSecurities and (iv) the number of shares that the Major Investor has the right to purchase under this Section 3.1, based on the Major Investor's Percentage (as defined in Section 3.1(d)(ii)). (b) By notification to the Company within 20 Within twenty (20) days after the Offer Notice is givengiven (in accordance with Section 4.5), each the Major Investor may elect to purchase or otherwise acquirepurchase, at the price and on the terms specified in the Offer Notice, up to that portion the number of such shares of the New Securities which equals the proportion proposed to be issued that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of has the Preferred Stock right to purchase based on the Major Investor's percentage. An election to purchase shall be made in writing and any other Derivative Securities then held by such Investor bears must be given to the total Common Stock of the Company then outstanding within such twenty (assuming 20) day period (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectaccordance with Section 4.5). At the expiration of such 20-day period, the The Company shall promptly notify promptly, in writing, inform each Major Investor that elects to purchase or acquire purchases all the shares New Securities available to it (each, a “Fully "Fully-Exercising Investor”") of any other Major ------------------------- Investor’s 's failure to do likewise. During the ten-day ten (10)-day period commencing after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities for which Major Investors were entitled to subscribe but that which were not subscribed for by the Major Investors which that is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesMajor Investor's Percentage. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant by the Company to Subsection 4.1(c)the participating Major Investor upon exercise of its rights under this Section 3.1 shall take place simultaneously with the closing of the sale of New Securities to third parties. (c) If all The Company shall have forty-five (45) days after the last date on which the Major Investors' right of first offer lapsed to enter into an agreement (pursuant to which the sale of New Securities referred covered thereby shall be closed, if at all, within thirty (30) days from the execution thereof) to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities which the Major Investors did not elect to any Person purchase under this Section 3.1, at or Persons at a above the price not less than, and upon terms no not materially more favorable to the offeree than, those purchasers of such securities than the terms specified in the Offer Noticeinitial Notice given in connection with such sale. If In the event the Company does has not enter entered into an agreement for the sale of to sell the New Securities within such period, forty-five (45) day period (or if such agreement is not consummated sold and issued New Securities in accordance with the foregoing within 30 thirty (30) days from the date of the execution thereofsaid agreement), the right provided hereunder Company shall be deemed to be revived and not thereafter issue or sell any New Securities without first offering such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with the manner provided in this Subsection 4.1Section 3.1. (d) The (i) "New Securities" shall mean any shares of, or securities convertible into or exercisable for any shares of, any class of the Company's capital stock; provided that "New Securities" does not include: (i) the Series A, Series B, Series C, Series D, Series E or Series F Preferred Stock authorized or outstanding as of the date hereof, issuable upon exercise of warrants outstanding on the date hereof, or issued under the Series F Agreement, or the Common Stock issuable upon conversion thereof; (ii) up to 100,000 shares of Series F Preferred Stock issuable upon the exercise of the warrants (including the F Warrant) to purchase Series F Preferred Stock issued to vendors, lessors and lenders at an exercise price per share of not less than $8.53884, or the Common Stock issuable upon conversion thereof (which warrants are approved by the Board of Directors of the Company), (iii) securities issued pursuant to the acquisition of another business entity by the Company by merger, purchase of substantially all of the assets of such entity, or other reorganization whereby the Company owns not less than a majority of the voting power of such entity; (iv) up to 16,570,128 shares of Common Stock (or such higher number of shares as is approved by the board of directors, the holders of at least a majority of the outstanding Series C, Series D, Series E and Series F Preferred, voting together) issued or issuable to officers, directors, employees and consultants of the corporation, since the date of incorporation, pursuant to the corporation's 1997 Stock Plan; (v) up to 600,000 shares of Series F Preferred Stock (including shares issued upon the exercise of warrants to purchase Series F Preferred Stock) granted or issued in connection with the acquisition or licensing of patents or patent rights; (vi) shares of the Company's Common Stock or Preferred Stock of any series issued in connection with any stock split, stock dividend or recapitalization of the Company; (vii) Common Stock issued upon exercise of warrants, options or convertible securities if the issuance of such warrants, options or convertible securities was a result of the exercise of the right of first offer in granted under this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in Section 3.1 or was subject to the Certificate right of Incorporation), first offer granted under this Section 3.1; and (iiviii) shares of Common Stock issued securities sold to the public in an offering pursuant to a registration statement filed with the IPOSecurities and Exchange Commission under the Act.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates Affiliates, (iii) in the case of Columbia, Osage and (iiiiv) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor but excluding any Common Stock issued upon conversion of the Series B Preferred Stock pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor (excluding any Common Stock issued upon conversion of the Series B Preferred Stock pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation) bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; (iii) the issuance of Series B Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement; and (iv) the issuance of Series B Preferred Stock in the Milestone Closing (as defined in the Purchase Agreement).

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities lawsSection 7.1, if the Company Corporation proposes to issue, offer or sell any New Securities, the Company Corporation shall first offer to sell such New Securities to each Major InvestorStockholder. A Major Investor Stockholder shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: appropriate among (ia) itself, itself and (iib) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into deliver a Joinder Agreement such that such Affiliate shall be bound by all the terms and conditions of this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesAgreement. (a) The Company Corporation shall give written notice (the “Offer Notice”) to each Major InvestorStockholder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, offered and (iii) the price and terms, if any, any terms and conditions upon which it proposes to offer such New Securities. (b) By notification to the Company Corporation within 20 twenty (20) days after the Offer Notice is given, each Major Investor Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock Shares then held by such Major Investor Stockholder (including all shares of Common Stock Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, or exercise of the Preferred Stock and any other Derivative Securities then held by such Investor Major Stockholder) bears to the total Common Stock of the Company then outstanding Shares (assuming (i) full conversion and/or exercise, as applicable, or exercise of all Preferred Stock and any other Derivative Securities then outstanding and (iioutstanding) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect)held by all Major Stockholders. At the expiration of such twenty (20-) day period, the Company Corporation shall promptly notify each Major Investor Stockholder that elects to purchase or acquire all the shares New Securities available to it (each, a “Fully Exercising InvestorStockholder”) of any other Major InvestorStockholder’s failure to do likewise. During the ten-ten (10) day period commencing after the Company Corporation has given such notice, each Fully Exercising Investor Stockholder may, by giving notice to the CompanyCorporation, elect to purchase or acquire, in addition to the number amount of shares New Securities specified above, up to that portion of the New Securities for which Major Investors Stockholders were entitled to subscribe but that were not subscribed for by the Major Investors Stockholders which is equal to the proportion that the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, or exercise of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor Stockholder bears to the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, or exercise of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors Stockholders who wish to purchase such unsubscribed sharesportion of the New Securities. The closing of any sale pursuant to this Subsection 4.1(bSection 7.1(b) shall occur within the later of 90 forty (40) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(cSection 7.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(bSection 7.1(b), the Company Corporation may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(bSection 7.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company Corporation does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Major Stockholders in accordance with this Subsection 4.1Section 7.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and Section 4.1, applicable securities lawslaws and the 2015 SPA (as defined below), if the Company Corporation proposes to offer or sell any New Securities, the Company Corporation shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesDTV Holding. (a) The Company Corporation shall promptly give notice (the “Offer Notice”) to each Major InvestorDTV Holding, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and offered or (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company Corporation within 20 days ten (10) Business Days after the Offer Notice is givenreceived, each Major Investor DTV Holding may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which that equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, DTV Holding as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor it bears to the total Common Stock of the Company then outstanding among all Stockholders (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock other securities or rights convertible into, or exchangeable for (in each case, directly or indirectly), Common Stock, including Options and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectConvertible Securities). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that If DTV Holding elects to purchase or acquire all the shares of Common Stock available to it it, after the expiration of such ten (each10) Business Day period, a “Fully Exercising Investor”) the Corporation shall promptly notify DTV Holding of any other Major InvestorCorporation stockholder’s failure to do likewiselikewise pursuant to the Stock Purchase Agreement dated as of July 15, 2015 by and among the Corporation and the purchasers a party thereto (the “2015 SPA”). During the ten-ten (10) day period commencing after the Company has receipt of such notice given such noticeby the Corporation, each Fully Exercising Investor DTV Holding may, by giving notice to the CompanyCorporation, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors such Corporation stockholders were entitled to subscribe pursuant to the 2015 SPA, but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesstockholders. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within on the date of the first closing of the sale of New Securities pursuant to Section 4.1(c) or, if no such sale under Section 4.1(c) shall occur, no later of 90 than the date which is one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)given. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company mayCorporation shall, during the ninety (90-) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company Corporation does not enter into an agreement for the sale of the New Securities referred to in the Offer Notice which are not elected to be purchased or acquired as provided in Section 4.1(b) within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such all of the New Securities referred to in the Offer Notice shall not be offered unless first reoffered to the Investors Investor Stockholders in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the a Qualified IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Second Amended and Restated Voting Agreement and Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Fourth Amended and Restated Voting Agreement and Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement Agreement, each, of even date herewith and among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPOIPO and (iii) the issuance of shares of Series F Preferred Stock to Additional Purchasers (as defined in the Purchase Agreement) pursuant to Subsection 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) Owner agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement (each as defined under the Purchase Agreement) of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series D Preferred Stock to Additional Purchasers pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement Agremeent and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days [***] after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such 20-day [***] period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day [***] period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days [***] of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day [***] period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days [***] of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities lawslaws and excluding any sale of New Securities pursuant to Subsection 1.3 of the Purchase Agreement, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates (and, in the case of CII, Permitted CII Transferees) and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” ”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Investor; provided provided, however, in each case that each any such Affiliate or Investor Beneficial Owner: beneficial interest holder (x) be an “accredited investor” within the meaning of the Securities Act, (y) is not a Competitor or FOIA PartyParty (except in the case of a Permitted CII Transferee), unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (yz) agrees to enter into this Agreement and each of the Sixth Amended and Restated Voting Agreement and Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party (except in the case of CII or any Permitted CII Transferee) shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), . Notwithstanding the fact that SMC apportions this right of first offer to one of its beneficial interest holders and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the beneficial interest holder would be considered a Major Investor holding the fewest number pursuant to this Agreement, such beneficial interest holder hereby grants all subsequent rights of Preferred Stock first offer described in this Section 4.1 and any other Derivative Securitiesheld by such beneficial interest holder back to SMC to exercise and apportion as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series C-2 Preferred Stock, Series D Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series C-2 Preferred Stock, Series D Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series C-2 Preferred Stock, Series D Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series C-2 Preferred Stock, Series D Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Seventh Amended and Restated Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series D Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 7 and applicable securities laws, if the Company and / or Parent (or any of its Affiliates) (collectively, the “Issuer”) proposes to offer or sell any New SecuritiesSecurities (other than pursuant to an Exempt Issuance), the Company Issuer shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: Holder. (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company Issuer shall give notice (the “Offer Notice”) to each Major InvestorHolder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bii) By notification to the Company Issuer within 20 10 days after the Offer Notice is given, each Major Investor Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion of shares that such Major Holder would be entitled to receive upon conversion of all outstanding Notes at such time of the Common Stock issuance of New Securities pursuant to the terms of the Note then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, Holder divided by the total equity of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company Issuer then outstanding (assuming (i) full conversion and/or and / or exercise, as applicable, of all Preferred Stock equity interests, including any profits interests, convertible debt and any other Derivative Securities convertible securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesoutstanding. The closing of any sale pursuant to this Subsection 4.1(bSection 7(a) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)Securities. (ciii) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(bthis Section 7(a), the Company Issuer may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(bSection 7(a)(ii), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company Issuer does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1Section 7(a). (div) The right of first offer in this Subsection 4.1 Section 7(a) shall not be applicable to: (i) Exempted Securities (as defined securities issued in the Certificate of Incorporation), an Exempt Issuance; and (ii) shares of Common Stock issued in the an IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company or Fusion Ireland proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major InvestorPreferred Shareholder. A Major Investor Preferred Shareholder shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Associates and Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the U.S. Exchange Act, of such Major Investor Preferred Shareholder (“Investor Beneficial Owners”); provided that that, each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, and (y) agrees to (i) enter into this the Shareholder Agreements as a “Shareholder” under each such Shareholder Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein(ii) if any Preferred Shares are issued as New Securities, as an “Investor” under each such agreement this Agreement (provided that that, any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 Section 3.1 and 4.1 hereofas an Investor under this Section 4.1), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company or Fusion Ireland, as applicable, shall give notice (the “Offer Notice”) to each Major InvestorPreferred Shareholder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company or Fusion Ireland, as applicable, within 20 days after the Offer Notice is given, each Major Investor Preferred Shareholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, Notice up to that portion of such New Securities which equals that equals, excluding any Special Voting Shares (and assuming the redemption of such Special Voting Shares), the proportion that the Common Stock Shares then held by such Major Investor Preferred Shareholder (including all shares of Common Stock then Shares issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Preferred Shareholder) bears to the total number of Common Stock of the Company Shares then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding (including for certainty, all Common Shares issued or issuable, directly or indirectly, upon exercise or exchange, as applicable, of (i) any allocated but unexercised options in the capital of the Company; and (ii) excluding unallocated stock reserved under any Exchangeable Shares)); and provided further that such New Securities shall be shares in the Company’s equity incentive plan as then capital of the Company if such Preferred Shareholder is a holder of Class Preferred Shares at the time of such election, and such New Securities shall be shares in effect)the capital of Fusion Ireland if such Holder is a holder of Exchangeable Shares at the time of such election. At the expiration of such 20-20 day period, the Company or Fusion Ireland, as applicable, shall promptly notify each Major Investor Preferred Shareholder that elects to purchase or acquire all the shares New Securities available to it (each, a “Fully Exercising Investor”) of the failure of any other Major InvestorPreferred Shareholder’s failure to do likewise. During the ten-10 day period commencing after the Company or Fusion Ireland, as applicable, has given such notice, each Fully Exercising Investor may, by giving notice to the CompanyCompany or Fusion Ireland, as applicable, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors Preferred Shareholders were entitled to subscribe for but that were not subscribed for by the Major Investors which Preferred Shareholders that is equal to the proportion that the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesNew Securities. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within on the later of (i) 90 days of the date that the Offer Notice is given given; and (ii) the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). Notwithstanding the foregoing, neither the Company nor Fusion Ireland shall be required to offer or sell such New Securities to any Preferred Shareholder who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company or Fusion Ireland, as applicable, may, during the 90-day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a the same price not less than, and upon the same terms no more favorable to the offeree than, those as specified in the Offer Notice. If the Company or Fusion Ireland, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Preferred Shareholders in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: (i) to any Exempted Securities (as defined in the Certificate of Incorporation), and Securities; or (ii) shares of Common Stock any Preferred Shares issued in accordance with Sections 1.1 and 1.2 of the IPOSubscription Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major InvestorInvestor and each existing holder of Series Seed Preferred Stock (collectively, the “ROFO Investors”) in accordance with this Section 4. A Major ROFO Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates (but not co-investors) and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major ROFO Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement dated of even date herewith (and as may be amended from time to time) among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major ROFO Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major ROFO Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major ROFO Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major ROFO Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor ROFO Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) Securities, but excluding unallocated stock authorized but unissued shares reserved for issuance under the Company’s Stock Plan, including any increase in the number of authorized shares reserved for issuance under the Stock Plan in connection with any future equity incentive plan as then in effectfinancings). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major ROFO Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major ROFO Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major ROFO Investors were entitled to subscribe but that were not subscribed for by the Major ROFO Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the ROFO Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationCompany’s Restated Certificate), and ; or (ii) the issuance of shares of Common Preferred Stock issued in pursuant to the IPOPurchase Agreement. For the avoidance of doubt, Toray shall have no rights under Section 4 of this Agreement. (e) The rights of first offer of each Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions, as any transfer of registration rights pursuant to Section 2.12.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Second Amended & Restated Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) to shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) . The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO, or (iii) any New Securities which are subject to Vertex Pharmaceuticals Incorporated’s investment rights pursuant to the Vertex Participation Agreement, it being acknowledged and agreed that (x) the rights provided to Vertex Pharmaceuticals Incorporated pursuant to such Vertex Participation Agreement do not and will not limit the participation rights of the Major Investors as provided for in Section 4 hereof and (y) any New Securities which are subject to Vertex Pharmaceuticals Incorporated’s investment rights pursuant to the Vertex Participation Agreement shall be deemed included in the aggregate number of New Securities available for purchase by the Major Investors under Section 4.1(b) for purposes of calculating such Major Investors’ right to purchase New Securities hereunder.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement (the “Voting Agreement”) and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.1 and 4.1 3.2 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), ) and (ii) shares of Common Stock issued in the IPOIPO and (iii) the issuance of shares of Preferred Stock to the Investors pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 3.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major the Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give written notice (the “"Offer Notice”") to each Major the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offeredoffered to the Investor, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for unless otherwise agreed by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, Board of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesDirectors. The closing of any sale pursuant to this Subsection 4.1(b3.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c3.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b3.1(b), the Company may, during the ninety (90-) day period following the expiration of date that the periods provided in Subsection 4.1(b)Offer Notice is given, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Subsection 4.13.1. (d) The right of first offer in this Subsection 4.1 3.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among: (i) itself, (ii) among itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of (i) the Voting Agreement of even date herewith by and among the Company, the Investors and the other parties named therein and (ii) the Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (zy) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the shares of Common Stock issuable upon the conversion of the Preferred Stock then held by such Major Investor (including all bears to the total number of shares of Common Stock then issuable (directly or indirectly) upon the conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect)outstanding. At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), ) and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Series A Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of shares of Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Series A Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series A Preferred Stock or any Common Stock issued or issuable upon the conversion thereof pursuant to the Purchase Agreement and (iv) the issuance of warrants to purchase Series A Preferred Stock (or any Common Stock issued or issuable upon the conversion thereof) as disclosed in the Disclosure Schedule accompanying the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. In the event one or more Investor declines to purchase the number of New Securities that would maintain such Investors’ percentage-ownership positions, the New Securities so declined shall be offered to the fully participating Investors on the basis provided in Subsection 4.1(b). The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of specified in this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New SecuritiesSection 4.1, the Company shall hereby grants to each Holder, so long as such Holder holds not less than 150,000 shares of Registrable Securities held thereby (the "RIGHTHOLDER"), a right of first offer such with respect to future sales by the Company of its New Securities to each Major Investor(as hereinafter defined). A Major Investor For purposes of this Section 4.1, the term Rightholder includes any partners, shareholders or affiliates of the Rightholder. The Rightholder shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, shareholders and affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The In the event the Company proposes to issue New Securities, it shall give the Rightholder written notice (the “Offer Notice”"NOTICE") to each Major Investor, of its intention stating (i) its bona fide intention to offer such New Securities, (ii) the number a description of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.the (b) By notification Within forty-five (45) days after the Notice is given (in accordance with Section 5.5), the Rightholder may elect to purchase, at the price specified in the Notice, up to the number of shares of the New Securities proposed to be issued that the Rightholder has the right to purchase as specified in the Notice. An election to purchase shall be made in writing and must be given to the Company within 20 such forty-five (45)-day period (in accordance with Section 5.5). The closing of the sale of New Securities by the Company to the participating Rightholder upon exercise of its rights under this Section 4.1 shall take place simultaneously with the closing of the sale of New Securities to third parties. (c) The Company shall have ninety (90) days after the Offer Notice is givenlast date on which the Rightholder's right of first offer lapsed to enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, each Major Investor may if at all, within forty-five days from the execution thereof) to sell the New Securities which the Rightholder did not elect to purchase or otherwise acquireunder this Section 4.1, at or above the price and on upon terms not materially more favorable to the purchasers of such securities than the terms specified in the Offer Notice, up to that portion of initial Notice given in connection with such New Securities which equals sale. In the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after event the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter entered into an agreement for the sale of to sell the New Securities within such period, ninety day period (or if such agreement is not consummated sold and issued New Securities in accordance with the foregoing within 30 forty-five days from the date of the execution thereofsaid agreement), the right provided hereunder Company shall be deemed to be revived and not thereafter issue or sell any New Securities without first offering such New Securities shall not be offered unless first reoffered to the Investors Rightholder in accordance with the manner provided in this Subsection Section 4.1. (d) The (i) "NEW SECURITIES" shall mean any shares of, or securities convertible into or exercisable for any shares of, any class of the Company's capital stock; provided that "New Securities" does not include: (A) securities issued pursuant to the acquisition of another business entity by the Company by merger, purchase of substantially all of the assets of such entity, or other reorganization whereby the Company owns not less than a majority of the voting power of such entity; (B) shares, or options to purchase shares, of the Company's Common Stock and the shares of Common Stock issuable upon exercise of such options, issued pursuant to any arrangement approved by the Board of Directors to employees, officers and directors of, or consultants, advisors or other persons performing services for, the Company, (C) shares of the Company's Common Stock or Preferred Stock of any series issued in connection with any stock split, stock dividend or recapitalization of the Company; (D) Common Stock issued upon exercise of warrants, options or convertible securities if the issuance of such warrants, options or convertible securities was a result of the exercise of the right of first offer granted under this Section 4.1 or was subject to the right of first offer granted under this Section 4.1; (E) capital stock or warrants or options for the purchase of shares of capital stock issued by the Company to a lender in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in connection with any loan or lease financing or technology acquisition transaction approved by the Certificate Board of Incorporation), Directors of the Company; and (iiF) shares of Common Stock issued securities sold to the public in an offering pursuant to a registration statement filed with the IPOSecurities and Exchange Commission under the Securities Act.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities by such Affiliate or Investor Beneficial Owner is otherwise consented to by the Board of Directors, and (y) agrees to enter into become a party to this Agreement and each of the Third Amended and Restated Voting Agreement and Third Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder . Notwithstanding any provision hereof to the Major Investor holding contrary, this Section 4.1 may be amended, modified or terminated and the fewest number observance thereof may be waived only with the written consent of Preferred Stock the Company and any other Derivative Securitiesthe Requisite Holders, except as otherwise set forth in Section 6.6 of this Agreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the shares of Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total shares of Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, applicable of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Preferred Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Common Preferred Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the 90-one hundred twenty (120) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO, and (iii) the issuance of shares of Series B Preferred Stock to Purchasers pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) Owner agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securitiesagreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating stating: (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO, and (iii) the issuance of shares of Series C-1 Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Series C Purchase Agreement.

Right of First Offer. Subject (a) Unless and until an agreement which provides for the marketing, distribution and sale of the Cholesterol Products in the ROW has been executed and delivered by M and S-P or their respective Affiliates, neither M or S-P or any of their Affiliates shall enter into discussions or negotiations with any Third Party (other than a Pre-Existing Relationship) regarding any business arrangement either with itself or any of its Affiliates for the marketing, sale, promotion or any similar commercial activities of any of the Cholesterol Products in any country in the ROW (a "ROW Arrangement") unless the party interested in pursuing such discussions or negotiations (the "Offering Party") first submits in writing to the other party (the "Other Party") a good faith offer containing the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to on which it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees would agree to enter into this Agreement and each a ROW Arrangement for the applicable country with the Other Party. The Other Party must accept in writing within 20 business days of the Voting Agreement and Right delivery of First Refusal and Co-Sale Agreement such offer in order to accept such offer. In the event that the Other Party rejects such offer in writing, or fails to accept within such period (the earlier of even date herewith among the Companysuch dates, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof"Rejection Date"), and (z) agrees to purchase at least the Offering Party may enter into discussions with Third Parties regarding such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securitiesa ROW Arrangement. (b) By notification to the Company The Offering Party may, within 20 180 days after the Offer Notice is givenRejection Date, each Major Investor may elect to purchase or otherwise acquire, at enter into a ROW Arrangement with the price and Third Party on the same financial and economic terms specified and, to the extent feasible, substantially the same other terms as offered to the Other Party, and which such other terms shall, in the Offer Noticeaggregate, up be no more favorable to that portion the Third Party than those offered to the Other Party. The Offering Party will provide the Other Party with prompt written notice of the entering into of any such New Securities agreement. In the event the Offering Party desires to enter into a ROW Arrangement on financial and economic terms which equals are not the proportion that same, or which would not have substantially the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercisesame other terms to the extent feasible, as applicablethose previously offered, of and which such other terms are, in the Preferred Stock and any other Derivative Securities then held by such Investor bears aggregate, more favorable to the total Common Stock of Third Party than those offered to the Company then outstanding (assuming (i) full conversion and/or exerciseOther Party, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At or after the expiration of such 20180-day period, the Company provisions of this Section 6.1 shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)apply again. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b)For purposes of clarity, the Company mayparties hereto agree and acknowledge that no license rights are implied, during the granted or otherwise arise pursuant to this Section 6.1 (d) For a 90-day period following the expiration date of execution of this Agreement, S-P and M shall negotiate exclusively concerning a business arrangement for the development, marketing, sale, promotion or any similar commercial activities of all of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified Cholesterol Products in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such periodROW together with Japan, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities that this exclusive negotiation period shall not be offered unless first reoffered construed as an obligation of the parties to the Investors in accordance enter into a final, binding agreement with this Subsection 4.1respect to such markets. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major InvestorInvestor and each Founder. A The Founders, as a group, and a Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Founder and such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and this Subsection 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) is an Accredited Investor, and (z) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock Stock, options and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such 20-20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-10 day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the 90-90 day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) “Exempted Securities Securities” (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and Section 3.1, applicable securities lawslaws and any valid right of first offer existing as of the date first set forth above, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major of the Investors then holding any Eligible Securities (the “Eligible Investors”) at least twenty (20) days prior to the issuance of the New Securities, and each Eligible Investor shall be entitled to apportion have the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) purchase its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, Pro Rata Share of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) . The Company shall give written notice (the “"Offer Notice”") to each Major Investorof the Eligible Investors, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offeredoffered to each Eligible Investor, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) . By notification to the Company within 20 ten (10) days after the Offer Notice is given, each Major the Eligible Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion the Eligible Investor’s Pro Rata Share of such New Securities which equals Securities. In the proportion event that the Common Stock then held by such Major any Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears declines to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration purchase its Pro Rata Share of such 20-day periodNew Securities, then the Company shall promptly notify each Major provide notice to any Investor that elects exercising such right to purchase or acquire all the shares available to it (eachNew Securities, and each such Eligible Investor shall have a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect right to purchase or acquire, in addition to the an additional number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by based upon the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, Pro Rata Shares of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesexercising Eligible Investors. The closing of any sale pursuant to this Subsection 4.1(b) 3.1 shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice3.1. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 3.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPOto Excepted Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or a FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major an Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By written notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding held by all the Investors (assuming including all shares of Common Stock issuable (idirectly or indirectly) full upon conversion and/or exercise, as applicable, of all the Preferred Stock and any other Derivative Securities then outstanding and then held by all the Investors) (ii) excluding unallocated stock reserved under the Companysuch Investor’s equity incentive plan as then in effect“Pro Rata Amount”). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject The Parties agree to grant each other the following rights of first offer: (i) None of the Parties shall sell, assign, transfer or alienate their Shares and/or their interest in the Ownership and Voting Trust, other than those subject to the Public Placement, without first offering them for sale to the other Party at the same price and under the same terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company that such selling Party proposes to offer or to a third party. The offer shall refer to the total number of such Shares owned by the selling Party. (ii) Such offer of sale with respect to such Shares shall be made by the selling Party (the “Offeror”) to the other Party (the “Offeree”) by written notice setting forth the decision of the selling Party to sell any New Securitiesthe Shares and the price terms and form of payment relating to such offer to sell. (iii) In the event the Offeree decides not to exercise its right of first offer as set forth in this paragraph within sixty (60) days from the receipt of the offer to sell, the Company shall first Offeror, within the following ninety (90) days, may offer and sell such New Securities Shares to each Major Investor. A Major Investor a third party on the same terms and conditions that the Shares were offered to the Offeree or on such terms and conditions that are not more favorable to the third party than those offered to the Offeree and informing the future buyer of the Shares that it shall be entitled obligated to apportion comply with the provisions of this Shareholders Agreement. (iv) If the Offeror is unable to sell its Shares to a third party within the period and in accordance with the provisions set forth in the preceding subparagraph (iii), the Offeror may not sell, assign, transfer or alienate such Shares without first again complying with the procedures relating to the exercise of the right of first offer hereby granted to it set forth in such proportions as it deems appropriate, among: paragraph (ic) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase Clause Fifth of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesShareholders Agreement. (av) The Company In the event the Offeree exercises its right of first offer within the sixty (60) days period set forth in the preceding subparagraph (iii), the Offeree shall give written notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification decision to the Company within 20 days after Offeror during such period, in which case the Offer Notice is given, each Major Investor may elect Offeror shall sell to purchase or otherwise acquire, the Offeree the Shares at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears conditions offered to the total Common Stock of Offeree in accordance with the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and preceding subparagraph (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (vi) The sale and purchase of the Shares between Offeror and Offeree shall take place in Santiago, Chile, within the sixty (60) days period after the date of exercise of the right of first offer set forth in this Clause. The following events shall occur at such date: [a] The Offeror shall provide the Offeree with a stock transfer in respect of the Shares duly executed before a Notary Public or two witnesses of legal age, as well as the corresponding Certificate for the Shares sold. [b] The Offeror shall represent in writing to the Offeree that it is the sole, absolute and exclusive owner of the Shares and that such Shares are free from any prohibition, lien, attachment or litigation. [c) If all New Securities referred to ] The Offeree shall pay the price set forth in the Offer Notice are not elected offer for the Shares. [d] The Parties shall take all the acts necessary to be purchased or acquired guarantee that the Offeree receives title to the Shares subject of the offer, as provided well execute all of the necessary documents to settle and close the transfer of such Shares, by making the corresponding entries in Subsection 4.1(bthe corresponding Shareholders’ Records. (vii) If, after the period set forth in the preceding subparagraph (vi), the Company may, during the 90-day period following the expiration sale and purchase of the periods provided Shares has not taken place because of a reason chargeable to one of the Parties, the diligent Party may demand specific performance of the corresponding obligation plus the payment of a penalty in Subsection 4.1(b)an amount in Pesos equal to US$10,000,000 for each month or partial month of delay. (viii) If the Offeree does not accept an offer pursuant to paragraph (c) of Clause Fifth of this Shareholders Agreement and the Offeror sells its Shares to a third party, offer and sell such sale shall be conditioned upon the remaining unsubscribed portion of such New Securities third party agreeing to any Person or Persons at a price not less than, and upon terms no more favorable be subject to the offeree thanprovisions of this Shareholders Agreement and the Master Agreement, those specified as the case may be, as a successor to all of the rights and obligations of the seller of the Shares, which agreement shall be provided for in writing in the Offer Notice. If the Company does not enter into an corresponding sale and purchase agreement for the Shares. In the event the sale of the New Securities within such period, or if such agreement Shares to a third party is not consummated within 30 days of the execution thereofclosed, the right provided hereunder Offeror shall be deemed freed from any liability with respect to be revived the Shareholders Agreement and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1considered a Party hereto. (dix) The right acceptance of first offer in the offers of sale of Shares pursuant to this Subsection 4.1 paragraph shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPOunconditional.

Right of First Offer. Subject In the event that any Investor proposes to Transfer any Conversion Shares which would cause the aggregate number of Conversion Shares Transferred by such Investor (or any group of Investors acting in concert with respect to the terms Transfer of Conversion Shares) to exceed 300,000 shares (as adjusted on account of any stock splits, stock dividends or similar events affecting the Common Stock) after the date hereof, the selling Investor or Investors shall furnish to the Company, a notice, stating such Investor’s or Investors’ desire to make such a Transfer and conditions the number of this Subsection 4.1 and applicable securities laws, if shares of Conversion Shares to be Transferred (the Company proposes “Offered Shares”). At any time within one (1) business day of the receipt of a notice pursuant to offer or sell any New Securitiesthe preceding sentence (the “Right of First Offer Period”), the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion have the right by delivery of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder written notice to the Major selling Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquireall, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicablebut not less than all, of the Preferred Stock and any other Derivative Securities then held Offered Shares. Each Offer Notice shall constitute an irrevocable offer by such Investor bears the Company to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to Offered Shares described in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), at the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If At any time in the Company does not enter into an agreement for the sale three (3) trading day period following delivery of the New Securities within such period, or if such agreement is not consummated within 30 days of Offer Notice the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: selling Investor may (i) Exempted Securities (as defined in elect to accept the Certificate offer pursuant to the Offer Notice by delivery of Incorporation), and written notice to the Company or (ii) shares sell any of Common Stock issued the Offered Shares, publicly or privately, but in compliance with applicable securities laws, at a price per share in excess of the price per share provided in the IPOOffer Notice. For the avoidance of doubt, if any proposed Transfer by an Investor (or any group of Investors acting in concert with respect to such Transfer) would result in the Transfer of more than an aggregate of 300,000 Conversion Shares after the date hereof (as adjusted on account of any stock splits, stock dividends or similar event affecting the Common Stock) by such Investor after the date hereof, all of the Conversion Shares included in such proposed Transfer shall be subject to this terms of this Section 2.02. Notwithstanding anything contained in this Section 2.02 to the contrary, Second Exchange Shares only may be Transferred pursuant to Sections 2.01 and 2.03 hereof.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Series A-2 Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesAffiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issuable or issued upon conversion of Preferred Stock then held by such Major Investor (including all shares of excluding any Common Stock then issuable (directly or indirectly) issued upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held by such Investor pursuant to the “Special Mandatory Conversion” provisions in the Certificate of Incorporation) bears to the total Common Stock issuable or issued upon conversion of Preferred Stock then held by all Major Investors (excluding any Common Stock issued upon conversion of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Series A Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under pursuant to the Company’s equity incentive plan as then “Special Mandatory Conversion” provisions in effectthe Certificate of Incorporation). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issuable or issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor (excluding any Common Stock issued upon conversion of the Series A Preferred Stock pursuant to the “Special Mandatory Conversion” provisions in the Certificate of Incorporation) bears to the Common Stock issuable or issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors (excluding any Common Stock issued upon conversion of the Series A Preferred Stock pursuant to the “Special Mandatory Conversion” provisions in the Certificate of Incorporation) who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPOQualified Public Offering; and (iii) the issuance of shares of Series A Preferred Stock pursuant to Subsection 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) among itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major an Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series A-2 Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to (a) From the terms and conditions date of this Subsection 4.1 Agreement and applicable securities lawsso long as the Investors and their Permitted Transferees hold, if on an as converted basis, at least 50% of the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, aggregate number of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase shares of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each Common Stock issuable upon exercise of the Voting Agreement Investor Warrants and Right the conversion of First Refusal and Co-Sale Agreement the Preferred Shares as of even date herewith among the Closing Date (in each case, after adjusting for stock splits, stock dividends, recapitalizations, mergers, consolidations or similar events occurring after the Closing Date that effects a change in the capitalization of the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, plus (ii) the number of the Common Shares purchased by the Company on the Closing Date pursuant to this Agreement, the Company will not consummate any Third Party Private Equity Financing Transaction without first delivering to the Investors the terms of such New Securities to be offeredproposed Third Party Private Equity Financing Transaction in writing (the “Right of First Offer Notice”) including the proposed purchase price, the other economic terms and conditions and other material conditions of such proposed Third Party Private Equity Financing Transaction (whether or not the Company has received a binding commitment from a Person in respect of such Third Party Private Equity Financing Transaction at such time), and (iii) such Right of First Offer Notice shall contain and be accompanied by detailed computations setting forth the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification Company’s best estimate of the net proceeds to the Company of such proposed Third Party Private Equity Financing Transaction. At any time within 20 days after ten (10) Business Days of the date the Company delivers the Right of First Offer Notice is given, each Major Investor may elect with respect to purchase or otherwise acquire, at any proposed Third Party Private Equity Financing Transaction described above (the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect“Response Period”). At the expiration of such 20-day period, the Company Investors shall promptly notify each Major Investor that elects to purchase or acquire all have the shares available to it right, exercisable by delivery of notice in writing (each, a the “Fully Exercising InvestorRight of First Offer Election”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, to elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.either:

Right of First Offer. Subject to The following provisions shall apply in (the terms and conditions event of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer intended sale of all or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right substantially all of first offer hereby granted to it in such proportions as it deems appropriate, among: LICENSEE’S assets: (i) itselfIn the e\ent LICENSEE decides to seek a purchaser of all or substantially all of the membership interests or One Hundred Percent (100%) of the assets of LICENSEE, but prior to the expression of interest from any third pany potential purchaser, LICENSEE shall give OWNER forty-five (45) days written notice (the “INTENT TO SELL NOTICE1’) prior to entering into any discussions or negotiations with any such third party, (ii) In the event LICENSEE receives unsolicited bona fide interest from a potential third party purchaser, LICENSEE may, but is not obligated, to give OWNER the INTENT TO SELL NOTICE prior to entering into any substantive discussions or negotiations with such third party. In the event LICENSEE chooses not to give OWNER such notice and LICENSEE thereafter receives a bona fide offer from such third party to purchase all or substantially all of the membership interests or assets of LICENSEE, as applicable, LICENSEE shall, at least forty-five (45) days prior to closing such sale, provide OWNER with written notice thereof. LICENSEE’S written notice of the bona fide offer shall detail the material terms of such bona fide offer, including, without limitation, the price and other material commercial terms relevant to LICENSEE (a “THIRD PARTY OFFER”). (B) Within five (5) business days of OWNER receiving an INTENT TO SELL NOTICE under Paragraph 21(A)(i) above or an INTENT TO SELL NOTICE or a THIRD PARTY OFFER under Paragraph 21 (A)(ii) above , OWNER shall have the right to request, and LICENSEE shall provide OWNER, in accordance with standard confidentiality provisions, full access to its books and records (including any valuations done by any investment bankers), its facilities, and its management, for the purposes of conducting due diligence (the “OWNER DUE DILIGENCE”). During the period ending thirty (30) days after LICENSEE has provided such access, OWNER shall have the right to make a bona fide offer to buy all or substantially all of LICENSEE’S membership interests or assets, as applicable (an “OWNER OFFER”) and LICENSEE must consider any such OWNER OFFER in good fail. (C) In the event that LICENSEE declines to accept an OWNER OFFER, or, (ii) its Affiliates OWNER declines or fails to make an OWNER OFFER, LICENSEE will (hereafter be free to sell all of the membership interests or assets of LICENSEE. “ 9. Except to the extent amended by this letter amendment, the License Agreement remains in full force and effect. The parties agree that, except as otherwise provided in Paragraph 14.1 (iii) its beneficial interest holders), such as limited partnersif at the end of the Automatic Renewal Term, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) License Agreement is not renewed for either Optional Term 1 or Optional Term 2, the License Agreement shall r.;main in full force and effect during the one year period ending on December 31,2007. 10. Xxxxxxx has been advised that Magla Products, LLC, a Competitor New Jersey Limited Liability Company is the successor in interest to Magi a Products, Inc. and Xxxxxxx hereby agrees that any reference to “Licensee” or FOIA Party“Magla” in (he License Agreement or t h i s Letter Amendment refers to and shall mean Magla Products, unless such party’s purchase of New Securities is otherwise LLC. 11. Xxxxxxx hereby agrees that it has consented to all subcontractors used by Magla to manufacture the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, LICENSED ARTICLES as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date of this Letter Amendment.. 12 The parties hereby agree that the Offer Notice is given and the date provisions of initial sale of New Securities pursuant to Subsection 4.1(c). (cParagraph 14(v) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities License Agreement shall not apply to any Person country in South America or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer NoticeCentral America. If the Company does not enter into an agreement for the sale of the New Securities within such periodforegoing meels with your approval, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined please indicate in the Certificate space provided below Very truly yours, Agreed to and accepted, this 29th day of Incorporation)September, and (ii) shares of Common Stock issued in the IPO.2000. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), ) and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and outstanding) (ii) excluding unallocated stock reserved under such amount for each investor, the Company’s equity incentive plan as then in effect“Pro Rata Share”). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities (other than Exempted Securities, as defined in the Restated Certificate), the Company shall first offer such New Securities to each Major InvestorEligible Stockholder. A Major Investor An Eligible Stockholder shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor Eligible Stockholder (the “Investor Eligible Stockholder Beneficial Owners”); provided that that, each such Affiliate or Investor Eligible Stockholder Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that, any Affiliate or Eligible Stockholder Beneficial Owner that any is a Competitor or FOIA Party shall not be entitled to any rights as a Major an Eligible Stockholder or Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof); provided further that any such Affiliate or Eligible Stockholder Beneficial Owner that is, directly or indirectly, controlled by Telstra Corporation Limited shall not be deemed to be a Competitor, and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor Eligible Stockholder holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorEligible Stockholder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities, (iv) the number of New Securities which the Eligible Stockholder is entitled to purchase based on the Eligible Stockholder’s Proportional Share (as defined below), (v) the date by which the Eligible Stockholder must elect to purchase or acquire the New Securities pursuant to the Offer Notice and (vi) that the Eligible Stockholder should indicate the number, if any, of New Securities in excess of its Proportional Share that it would elect to purchase if other Eligible Stockholders do not purchase their full Proportional Share. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor Eligible Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor Eligible Stockholder (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, applicable of the Preferred Stock or Derivative Securities, issuable upon the exercise or exchange of any Derivative Securities and any other Derivative Securities capital stock then held by such Investor Eligible Stockholder, calculated on an as-converted to Common Stock basis) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, applicable of all outstanding Preferred Stock and Derivative Securities and any other Derivative Securities then outstanding and (ii) excluding unallocated capital stock reserved under of the Company, calculated on an as-converted to Common Stock basis) (such Eligible Stockholder’s equity incentive plan as then in effect“Proportional Share”). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor Eligible Stockholder that elects to purchase or acquire all the shares available to it and that specified a desire to purchase additional New Securities beyond such Eligible Stockholder’s Proportional Share (each, a an “Fully Exercising InvestorAccepting Eligible Stockholder”) of any other Major InvestorEligible Stockholder’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Accepting Eligible Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified abovesuch Eligible Stockholder’s Proportional Share, up to that portion of the New Securities for which Major Investors Eligible Stockholders were entitled to subscribe but that were not subscribed for by the Major Investors Eligible Stockholders which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Accepting Eligible Investor (calculated on an as-converted to Common Stock basis) bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Accepting Eligible Investors who wish to purchase such unsubscribed sharesshares (calculated on an as-converted to Common Stock basis). The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Eligible Stockholders in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationCompany’s Restated Certificate), ; and (ii) shares of Common Stock issued in the IPOInitial Offering. (e) Notwithstanding anything to the contrary contained herein, if a Regulated Holder exercises its right of first offer pursuant to this Subsection 4.1, the Company and each holder of Registrable Securities agrees to use its commercially reasonable efforts to create a security equivalent to the New Securities but incorporating substantially similar terms and limitations as set forth in the Restated Certificate applicable to the Regulatory Conversion Restriction, the Regulatory Voting Restriction and the BHCA Regulatory Restriction (as defined in the Restated Certificate) or as may otherwise be reasonably required for the holders of Series D-1 Preferred Stock and Series E-1 Preferred Stock to comply with the BHCA and other relevant banking laws, regulations and agency interpretations and guidance. (f) Notwithstanding anything to the contrary contained herein, if Goldman exercises its right of first offer pursuant to this Subsection 4.1, and as a result of such exercise would own voting securities of the Company representing greater than 24.9% of the outstanding voting control of the Company, then the Company and each holder of Registrable Securities agrees that a number of New Securities necessary for Goldman to not own capital stock of the Company representing greater than 24.9% of the voting control of the Company shall be recharacterized as non-voting securities and the Company and each holder of Registrable Securities agrees to use it commercially reasonable efforts to create a security equivalent to the New Securities that is a non-voting security to give effect to this Section 4.1(f).

Right of First Offer. Subject A Member (the “Offeror”) desiring to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members all or any other Person having portion of its Units (the “beneficial ownership,” as such term is defined Offered Units”) in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is a Transfer not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company described in Section 11.2.1.1 hereof shall give written notice (the “Offer Notice”) to each Major Investorthe Company and to the other Members (the “NonOfferors”) of its desire to sell the Offered Units, stating and shall attach to such Offer Notice a photocopy of a written offer of a prospective purchaser of the Offered Units containing all material terms of the proposed sale, including the identity of the purchaser, the purchase price (i) its bona fide intention both in the aggregate and per Unit), and the terms of payment, and the Offeror shall certify that the offer is genuine and in all respects what it purports to be. 11.3.1 An Offer Notice shall not be effective, and the Offeror giving such a notice shall not be permitted to effect a Transfer of the Offered Units pursuant to this Section 11.3, unless: 11.3.1.1 The offer is to sell to a principal identified therein, or an agent acting on behalf of a disclosed principal, but not an agent acting on behalf of an undisclosed principal, such New Securitiesprincipal is not an Affiliate of the Offeror, (ii) the number and any affiliation of such New Securities to principal with the Offeror is fully disclosed in the Offer Notice; and 11.3.1.2 The Offeror shall not be offered, and (iii) in default under this Agreement at the time of closing in any manner which is not cured simultaneously with closing; 11.3.1.3 The purchase price and terms, if any, upon which it proposes to offer such New Securitiesspecified in the Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. (b) By notification 11.3.2 The Offer Notice shall constitute an offer by the Offeror to sell the Offered Units to the Company within 20 days after or the Offer Notice is givenNonOfferors as hereinafter provided. First, each Major Investor the Company may elect to purchase all or otherwise acquireany portion of the Offered Interest, at the price per Unit and on the terms specified in the Offer Notice, up to that portion Notice by delivering written notice of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears election to the total Common Stock of Offeror and the Company then outstanding (assuming (i) full conversion and/or exerciseNonOfferors as soon as practical, as applicable, of all Preferred Stock and but in any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing event within 10 Business Days after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number delivery of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does has not enter into an agreement for the sale elected to purchase all of the New Securities Offered Units within such period, or if each NonOfferor may elect to purchase its Pro Rata Share of the portion of the Offered Units that the Company has not elected to purchase, at the price per Unit and on the terms specified in the Offer Notice by delivering written notice of such determination to the Offeror as soon as practical, but in any event within 25 Business Days after delivery of the Offer Notice. To the extent that the NonOfferors have failed to elect to purchase all of the Offered Units that the Company has not elected to purchase by the end of such period, the NonOfferors who elected to purchase their Pro Rata Share may elect to reach a unanimous agreement amongst themselves as to the purchase and allocation of the remaining portion of the Offered Units, by delivering written notice of such agreement is within 5 Business Days after the expiration of such 25-Business Day period. If the Company and/or the NonOfferors elect (or otherwise agree) to purchase all of the Offered Units from the Offeror pursuant to this Section 11.3, the Transfer of the Offered Units to such Person(s) shall be consummated as soon as practical after the delivery of the election notices (and agreement, if applicable), but in any event within 10 Business Days after the expiration of the 30-Business Day election periods. 11.3.3 If the Company and/or the NonOfferors have not consummated elected (or otherwise agreed) to purchase all of the Offered Units as provided in Section 11.3.2 hereof, any purported acceptance of the Offer with respect to the Offered Units shall be void, and the Offeror may, within 30 days Business Days after the expiration of the execution thereofelection periods specified in Section 11.3.2 hereof, Transfer the Offered Units to the prospective purchaser at the price and on the other terms and conditions set forth in the Offer Notice; provided however, that in all events the requirements of Section 11.2.2 hereof must be satisfied. If the Offeror does not transfer the Offered Units on such basis and within such time period, the right provided hereunder Offeror may not Transfer the Offered Units pursuant to this Section 11.3 until and unless it has again followed the procedures set forth in this Section 11.3. 11.3.4 For purposes of this Section 11.3, each of the NonOfferor’s “Pro Rata Share” shall be deemed to be revived and such New Securities shall not be offered unless first reoffered equal to the Investors in accordance with this Subsection 4.1ratio derived by dividing the Member’s Units by the aggregate number of Units then owned by the NonOfferors. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners (including special purpose vehicles owned by such limited partners), members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Partycompetitor of the Company, as reasonable determined by the Board in its discretion, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof)“Stockholder”, and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) Shares. The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) . By notification to the Company within 20 five business days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock Shares then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesShares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 30 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) . If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90twelve-day month period following the expiration of the periods initial five-day period provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) . The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate shares of Incorporation)Common Stock issued by reason of a dividend, and stock split, split-up or other distribution of shares of Common Stock, (ii) shares of Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board, (iii) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board, (iv) shares of Common Stock, options or convertible securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board, (v) shares of Common Stock, options or convertible securities issued as acquisition consideration pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board, or (vi) shares of Common Stock issued in the IPOa Public Offering.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days [***] after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities Security then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding held by all the Major Investors (assuming including all shares of Common Stock issuable (idirectly or indirectly) full upon conversion and/or exercise, as applicable, of all the Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under held by all the Company’s equity incentive plan as then in effectMajor Investors). At the expiration of such 20-day [***] period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day [***] period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days [***] of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day [***] period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days [***] of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. (a) Subject to the terms and conditions of specified in this Subsection 4.1 and applicable securities lawsSection 2.3, if the Company proposes to issue Additional Shares of Common Stock (as defined in Section 4(d)(i)(B)(4) of Division (B) of Article IV of the Company’s Amended and Restated Certificate of Incorporation (as may be amended, the “Restated Charter”)), other than as currently contemplated in the Purchase Agreement, it shall in any case provide each Major Investor, and each Series E-1 Holder who holds at least 500,000 shares of Registrable Securities (as adjusted for splits, dividends, combinations and other recapitalizations) (each, an “Offeree”), with a written notice (the “Issuance Notice”) stating (i) its bona fide intention to offer such Additional Shares of Common Stock, (ii) the number of such Additional Shares of Common Stock to be offered, and (iii) the price and terms upon which it proposes to offer such Additional Shares of Common Stock. By written notification received by the Company (an “Election Notice”), within fifteen (15) calendar days after receipt of the Issuance Notice, each Offeree may elect to purchase or sell obtain, at the price and on the terms specified in the Issuance Notice, up to that portion of such Additional Shares of Common Stock (such holder’s “Pro-Rata Portion”) that equals the proportion that the number of shares of Registrable Securities then held by such Offeree bears to the total number of shares of Common Stock of the Company then outstanding (including the Common Stock issuable upon conversion of all outstanding shares of Preferred Stock, upon conversion of all other outstanding convertible securities, and upon exercise of all outstanding options (and assuming conversion of convertible securities issuable upon exercise of options)). Additionally, in connection with any New Securitiessuch issuance, within fifteen (15) calendar days after receipt of the Issuance Notice, each of the General Atlantic Stockholders and TPG Stockholders may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice, the number of shares of Additional Common Stock proposed to be sold by the Company in such issuance (the “Additional GA/TPG Shares”) equal to the total number of Additional Shares of Common Stock proposed to be sold by the Company in such offering less the number of shares equal to the aggregate Pro Rata Portion of the Additional Shares of Common Stock that all Offerees are entitled to purchase pursuant to this Section 2.3(a) in connection with such offering. Any election to purchase such Additional GA/TPG Shares shall be allocated among the electing General Atlantic Stockholders and TPG Stockholders on a pro rata basis, in each case, based on the aggregate amount of Registrable Securities then held by such electing holder as compared to the aggregate amount of Registrable Securities then held by all such electing holders. (b) In the event that (i) an Offeree fails to give an Election Notice within the prescribed period, or otherwise fails to purchase its Pro-Rata Portion of such Additional Shares of Common Stock (not including, in the case of the General Atlantic Stockholders and TPG Stockholders, the Additional GA/TPG Shares), the Company shall first offer promptly inform in writing each Offeree that has elected to purchase its full Pro-Rata Portion (a “Fully Exercising Investor”) of any other Offeree’s failure to do so. During the ten (10) day period commencing after the delivery of such New supplemental notice, each Fully Exercising Investor shall be entitled to obtain its pro-rata portion of the remaining Additional Shares of Common Stock not purchased by the other Offerees (such right does not include the right to purchase a Pro Rata Portion of the Additional GA/TPG Shares not purchased by the General Atlantic Stockholders or TPG Stockholders). For the purposes of this Section 2.3, a Fully Exercising Investor’s pro rata portion shall equal the proportion that the number of shares of Registrable Securities then held by a Fully Exercising Investor bears to each Major Investorthe total number of shares of Registrable Securities then held by all Fully Exercising Investors. A Major Investor If not all Fully Exercising Investors choose to purchase all the shares available to them, the other Fully Exercising Investors shall be offered those shares on a similar pro rata basis based upon the ownership of Registrable Securities of all Fully Exercising Investors who continue to wish to purchase additional shares, until all of the shares not purchased by Offerees (other than the Additional GA/TPG Shares which shall only be available to be purchased by the General Atlantic Stockholders and TPG Stockholders) have been allocated to Offerees or all Offerees no longer wish to purchase additional shares. An Offeree shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred Additional Shares of Common Stock that Offerees and/or the General Atlantic Stockholders and/or the TPG Stockholders, as the case may be, are entitled to in the Offer Notice purchase or obtain pursuant to Sections 2.3(a) and (b) are not elected to be purchased or acquired obtained as provided in Subsection 4.1(b)Sections 2.3(a) and (b) hereof, the Company may, during the 90-one hundred twenty (120) day period following the expiration of the periods period provided in Subsection 4.1(b)Sections 2.3(a) and (b) hereof, as the case may be, offer and sell the remaining unsubscribed portion of such New Securities Additional Shares of Common Stock to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer Issuance Notice. If the Company does not enter into an agreement for the sale of the New Securities Additional Shares of Common Stock within such period, or if such agreement is not consummated within 30 one hundred twenty (120) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Additional Shares of Common Stock shall not be offered unless first reoffered to the Investors Offerees in accordance with this Subsection 4.1herewith. (d) The right of first offer in this Subsection 4.1 Section 2.3 shall not be applicable to: to the issuance of securities excluded from the definition of Additional Shares of Common Stock in the Restated Certificate. (e) The right of first offer in this Section 2.3 shall not be applicable with respect to any Offeree with regard to any issue of Additional Shares of Common Stock, if (i) Exempted Securities (as defined in at the Certificate time of Incorporation)such issue of Additional Shares of Common Stock, such Offeree is not an accredited investor, and (ii) shares such issue of Additional Shares of Common Stock issued is otherwise being offered only to accredited investors. (f) The Company will not grant any right of first offer to any subsequent purchasers of the Company’s equity securities other than by having them become parties hereto in accordance with the amendment provisions hereof. (g) The rights of first refusal of each Offeree under this Section 2 may be assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 1.11. (h) In the event that the Right of First Offer in this Section 2.3 is waived pursuant to Section 3.7 hereof with respect to an issuance of Additional Shares of Common Stock by the Company, and any Offeree that consented to such waiver pursuant to Section 3.7 purchases any Additional Shares of Common Stock sold in such offering (a “Waiving Investor”), each Offeree that is not a Waiving Investor shall be entitled to purchase its Adjusted Pro-Rata Share of the Additional Shares of Common Stock sold in such offering upon the terms and conditions set forth in Sections 2.3(a) and 2.3(b). For purposes of this Section 2.3(h), an Offeree’s “Adjusted Pro-Rata Share” of the Additional Shares of Common Stock subject to the waiver described herein shall be equal to (i) such Offeree’s Pro-Rata Portion of the Additional Shares of Common Stock sold in such offering multiplied by (ii) the highest percentage (up to 100%) of any Waiving Investor’s Pro-Rata Portion that such Waiving Investor purchases in such offering. For example, if only one Waiving Investor purchases Additional Shares of Common Stock in such offering and it purchases 50% of its Pro-Rata Portion in such offering, each Offeree’s Adjusted Pro-Rata Share shall be equal to 50% of its Pro-Rata Portion. For another example, if one Waiving Investor purchases 60% of its Pro-Rata Portion in such offering and another Waiving Investor purchases 110% of its Pro-Rata Portion in such offering, each Offeree’s Adjusted Pro-Rata Share shall be equal to 100% of its Pro-Rata Portion. (i) Notwithstanding the foregoing, to the extent such Offeree is a Company Covered Person or will become a Company Covered Person as a result of a particular acquisition of Additional Shares of Common Stock or Additional GA/TPG Shares contemplated hereby, such Offeree will not have a right of first offer under this Section 2.3 with respect to the offering of such Additional Shares of Common Stock or Additional GA/TPG Shares if, and for so long as, the Offeree, any of its directors, executive officers, general partners or managing members or any person that would be deemed a beneficial owner of the securities of the Company held by the Offeree (in accordance with Rule 506(d) of the Act) is subject to any “bad actor” disqualification described in Rule 506(d)(1)(i) through (viii) under the Act (a “Bad Actor Disqualification”), except as set forth in Rule 506(d)(2) or (d)(3) under the Act. Each party to this Agreement will promptly notify each other party to this Agreement in writing if it or, to its knowledge, any person specified in Rule 506(d)(1) under the Act becomes subject to any Bad Actor Disqualification. To the extent any Offeree is prohibited from participating in an offering pursuant to this Section 2.3(i), such Offeree will still be permitted to assign its rights to participate in such offering to any affiliate of such Offeree that is not subject to a Bad Actor Disqualification. For purposes of this Section 2.3(i), a “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person or entity listed in the IPOfirst paragraph of Rule 506(d)(1).

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement Agreement, each of even date herewith herewith, among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative SecuritiesSecurities and provided that the Company shall not be obligated to offer or sell any New Securities to any person or entity that is a Sanctioned Party. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such 20-day twenty (20)-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day ten (10)-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the 90-day ninety (90)-day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series C Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of specified in this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New SecuritiesSection 7.2, the Company shall hereby grants to Takeda and each Lender a right of first offer such New Securities with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 7.2, the term “Lender” includes any general partners and Affiliates of a Lender. Takeda and each Major Investor. A Major Investor Lender shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, among: or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (iincluding, without limitation, any such shares or securities issued in connection with debt securities) itself(“Shares”), (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, Company shall first make an offering of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented Shares to by the Board of Directors, (y) agrees to enter into this Agreement Takeda and each of Lender in accordance with the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities.following provisions: (a) The Company shall give deliver a notice in accordance with Section 8.5 (the “Offer Notice”) to each Major Investor, Takeda and the Lenders stating (i) its bona fide intention to offer such New SecuritiesShares, (ii) the number of such New Securities Shares to be offered, offered and (iii) the price and terms, if any, terms upon which it proposes to offer such New SecuritiesShares. (b) By written notification to received by the Company within 20 ten (10) calendar days after the Offer Notice is givengiving of Notice, Takeda and each Major Investor Lender may elect to purchase or otherwise acquirepurchase, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which Shares that equals the following: (i) with respect to Takeda, fifteen percent (15%) of such Shares; and (ii) with respect to each Lender, such Lender’s respective pro rata portion of eighty five (85%) of such Shares determined in the proportion that the Common Stock then principal outstanding under the Note(s) held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Lender bears to the total Common Stock of the Company then principal outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire Notes held by all the shares available to it (eachLenders; provided, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, that if Takeda does not elect to purchase or acquirethe full amount of Shares to which it is entitled to purchase under this Section 7.2(b)(i), in addition then each Lender shall have a right to elect to purchase its pro rata portion of any such remaining Shares not purchased by Takeda pursuant to the number provisions of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(cSection 7.2(b)(ii). (c) If all New Securities referred Shares that Takeda and the Lenders are entitled to in the Offer Notice obtain pursuant to Section 7.2(b) of this Agreement are not elected to be purchased or acquired obtained as provided in Subsection 4.1(b)Section 7.2(b) of this Agreement, the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Subsection 4.1(b)Section 7.2(b) of this Agreement, offer and sell the remaining unsubscribed portion of such New Securities Shares to any Person or Persons at a price not less thanthan that, and upon terms no more favorable to the offeree thanthan those, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within 30 sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to Takeda and the Investors Lenders in accordance with this Subsection 4.1herewith. (d) The right of first offer in this Subsection 4.1 Section 7.2 shall not be applicable to: to (i) Exempted the issuance or sale of shares of Common Stock (or options therefor) (appropriately adjusted for any stock split, dividend, combination or other recapitalization) to employees, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the Board; (ii) the issuance of securities in the Initial Public Offering; (iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities; (iv) the issuance of securities in connection with a bona fide business acquisition by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise; (v) the issuance of Conversion Shares upon conversion of the Notes (but, for the purposes of clarity, not the Equity Securities that trigger the issuance of the Conversion Shares); or (vi) the issuance of stock, warrants or other securities or rights pursuant to any equipment leasing arrangement or debt financing arrangement; provided such issuances are approved by the Board and (except for the Initial Public Offering) are primarily for non-equity financing purposes. In addition to the foregoing, the right of first offer in this Section 7.2 shall not be applicable with respect to any Lender in any subsequent offering of Shares if (i) at the time of such offering, the Lender is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Certificate of Incorporation), Securities Act and (ii) shares such offering of Common Stock issued Shares is otherwise being offered only to accredited investors. (e) The rights provided in this Section 7.2 may not be assigned or transferred by any Lender; provided, however, that a Lender that is a venture capital fund, private equity investor, investment company or investment advisor may assign or transfer such rights to its Affiliates. (f) The right of first offer in this Section 7.2, including notice with respect thereto, applicable to Takeda may be waived by Takeda with the written consent of Takeda. The right of first offer in this Section 7.2, including notice with respect thereto, may be waived by all Lenders with the written consent of the Requisite Noteholders; provided, in the IPOevent any Lender consents to the waiver of the provisions of this Section 7.2 with respect to any offering of Shares by the Company and actually purchases any such Shares in such offering, then each other Lender who did not consent to such waiver shall be permitted to participate in such offering (which may, at the Company’s option, be in a subsequent closing of such offering on substantially the same terms and conditions) on a pro rata basis (based on the level of participation of the Lender purchasing the largest portion of such Lender’s pro rata share). Takeda’s and the Requisite Noteholders’ right to waive the provisions of this Section 7.2 shall be independent of one another. (g) The covenants set forth in this Section 7.2 shall terminate and be of no further force or effect upon (i) the consummation of the Initial Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act and (iii) upon the consummation of a Corporate Transaction, whichever event shall first occur.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among: (i) itself, (ii) among itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesAffiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which that equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the 90-90 day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; (iii) shares issued in connection with acquisitions made by the Company and (iv) the issuance of shares of Series C Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within 30 days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have 20 days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within 60 days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Partycompetitor of the Company, as reasonably determined by the Board of Directors, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Sixth Amended and Restated Voting Agreement and Right dated as of First Refusal and Co-Sale Agreement of even date herewith December 11, 2017 among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securitiesagreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities) (with respect to each Major Investor, such Major Investor’s “Pro Rata Portion”); provided, however, that the portion of New Securities then outstanding offered to the Major Investors pursuant to this Section 4 may be reduced by up to fifty percent (50%) of each Major Investor’s Pro Rata Portion if the Board of Directors (x) unanimously determines in good faith that such a reduction is necessary to attract strategically required investment in the Company and (iiy) excluding unallocated stock reserved under notifies the Company’s equity incentive plan as then Major Investors of such determination and each Major Investors’ cut-back portion of the New Securities in effect)the Offer Notice. At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the total number of shares of Common Stock issued and held, or then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationAmended Articles), ; and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 5.1 and applicable securities laws, if the Company proposes to offer or sell any equity securities or debt securities convertible into equity securities for the purposes of raising new capital (“New Securities”), the Company shall first offer such New Securities to each Major Investorto the Wetpaint Parties in accordance with this Section 5.1. A Major Investor Each Wetpaint Party shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) among itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement, the Lockup Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesNomination Agreement. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorWetpaint Party, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 thirty (30) days after the Offer Notice is given, each Major Investor Wetpaint Party may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor Wetpaint Party (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities derivative securities then held by such Investor Wetpaint Party) bears to the total Common Stock then held by all holders of the Company then outstanding Capital Stock (assuming (i) full conversion and/or exercise, as applicable, including all shares of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities derivative securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectlyholders of Capital Stock) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(bSection 5.1(b) shall occur within the later of 90 thirty (30) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)given. (c) If all New Securities referred Notwithstanding any provision hereof to the contrary, in lieu of complying with the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b)provisions of this Section 5.1, the Company maymay elect to give notice to the Wetpaint Parties within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, during the 90-day period following the expiration price, and terms of the periods provided New Securities. Each Wetpaint Party shall have thirty (30) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Wetpaint Party, maintain such Wetpaint Party’s percentage-ownership position, calculated as set forth in Subsection 4.1(b), offer and sell Section 5.1(b) before giving effect to the remaining unsubscribed portion issuance of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1Securities. (d) The right of first offer in this Subsection 4.1 Section 5.1 shall not be applicable to: to Exempted Securities. (ie) Exempted Securities (as defined in The provisions of this Section 5.1 shall terminate on the Certificate first to occur of Incorporation)the time immediately prior to a Recapitalization or December 31, and (ii) shares of Common Stock issued in the IPO2015.

Right of First Offer. (a) Subject to the terms and conditions specified in this Section 18, the Company hereby grants to each Investor a right of this Subsection 4.1 and applicable securities laws, if first offer with respect to future sales by the Company of its Securities. Each time the Company proposes to offer or sell any New Securities, the Company shall first offer such New make an offering of the Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and in accordance with the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securitiesfollowing provisions. (ab) The Company shall give deliver a notice in accordance with Section 26.2 (the “Offer "Notice”") to each Major Investor, Investor stating (i) its bona fide intention to offer such New the Securities, (ii) the number of such New Securities to be offeredoffered (the "Offered Securities"), and (iii) the price and terms, if any, terms upon which it proposes to offer such New the Offered Securities. (bc) By written notification to received by the Company Company, within 20 twenty (20) calendar days after receipt of the Offer Notice is givenNotice, each Major the Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New the Offered Securities which that equals the proportion that the Common Stock then number of shares of Securities issued and held by such Major Investor (including the Investor, after giving effect to the exchange, exercise and conversion of all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor that are exchangeable and exercisable for and convertible into Securities, bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified aboveof Securities then outstanding, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal after giving effect to the proportion exchange, exercise and conversion of all securities then outstanding that the Common Stock issued are exchangeable and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock exercisable for and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)convertible into Securities. (cd) Notwithstanding Section 18(c), [*]. (e) If all New Offered Securities referred that Investors are entitled to in the Offer Notice obtain pursuant to Sections 18(c) and (d) are not elected to be purchased or acquired obtained as provided in Subsection 4.1(b)Sections 18(c) and (d) hereof, the Company may, during the 90-one hundred twenty (120) day period following the expiration of the periods period provided in Subsection 4.1(b)subsection 18(c) hereof, offer and sell the remaining unsubscribed portion of such New Offered Securities to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Offered Securities within such period, or if such agreement is not consummated within 30 sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Offered Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Subsection 4.1herewith. (df) The right of first offer in this Subsection 4.1 Section 18 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate issuance or sale of Incorporation), and (ii) shares of Common Stock issued (or options therefor) to employees, directors and consultants for the primary purpose of soliciting or retaining their services; (ii) the issuance of Securities pursuant to a bona fide public offering of shares of Common Stock, (iii) the issuance of Securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, (iv) the issuance of stock, warrants or other Securities or rights not primarily for equity financing purposes to persons or entities with which the Company has business relationships or will have a strategic business relationship following such issuance, (vi) [*]. The right of first offer in Section 18(c) [*] shall terminate upon the closing of the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major InvestorInvestor currently holding Preferred Stock at the time of such offering. A Such Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (xy) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, Directors and (yz) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and the Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of Milestone Shares pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. Investor.47 A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it. in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates [and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “"beneficial ownership,” " as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“"Investor Beneficial Owners”"); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s 's purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the [Amended and Restated] Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “"Investor” " under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of [Class A] Preferred Stock Shares and any other Derivative Securities. (a) ]. The Company shall give notice (the “"Offer Notice”") to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) . By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities Securities48 which equals the proportion that the Common Stock Shares then held by such Major Investor (including all shares of Common Stock Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the [Class A] Preferred Stock Shares and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock Shares of the Company [then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all [Class A] Preferred Stock Shares and any other Derivative Securities then outstanding outstanding)][Alternative: then held by all the Major Investors (including all Common Shares issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the [Class A] Preferred Shares and (ii) excluding unallocated stock reserved under any other Derivative Securities then held by the Company’s equity incentive plan as then in effect). Major Investors)].49 At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “"Fully Exercising Investor”") of any other Major Investor’s 's failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of [Class A] Preferred Stock Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the [Class A] Preferred Stock Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. shares.50 The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 [ninety/one hundred twenty (90/120)] days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) . If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the [ninety (90-)] day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 [thirty (30)] days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions specified in this Section 5, VMN hereby grants to Intel, a right of first offer with respect to future sales by VMN of its New Securities (as defined in subsection 5(d)(i)). For purposes of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New SecuritiesSection 5, the Company shall first offer such New Securities to each Major Investorterm "Intel" includes any partners, shareholders or affiliates of Intel. A Major Investor Intel shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, shareholders and affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company a. In the event VMN proposes to issue New Securities, it shall give Intel written notice (the “Offer "Notice”") to each Major Investor, of its intention stating (i) its bona fide intention a description of the New Securities it proposes to offer such New Securitiesissue, (ii) the number of such shares of New Securities it proposes to be offeredoffer, and (iii) the price per share at which, and termsother terms on which, if any, upon which it proposes to offer such New SecuritiesSecurities and (iv) the number of shares that Intel has the right to purchase under this Section 5, based on Intel's Percentage (as defined in Subsection 5(d)(ii)). b. Within thirty (b30) By notification to the Company within 20 days after the Offer Notice is givengiven (in accordance with Section 15), each Major Investor Intel may elect to purchase or otherwise acquirepurchase, at the price specified in the Notice, up to the number of shares of the New Securities proposed to be issued equal to Intel's Percentage. An election to purchase shall be made in writing and must be given to VMN within such thirty (30) day period (in accordance with Section 15). c. VMN shall have ninety (90) days after the last date on which Intel's right of first offer lapsed to enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within forty-five (45) days from the execution thereof) to sell the New Securities which Intel did not elect to purchase under this Section 5, at or above the price and upon terms not materially more favorable to the purchasers of such securities than the terms specified in the Offer Notice, up to that portion of initial Notice given in connection with such New Securities which equals sale. In the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company event VMN has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter entered into an agreement for the sale of to sell the New Securities within such periodninety (90) day period (or sold and issued New Securities in accordance with the foregoing within forty-five (45) days from the date of such agreement), VMN shall not thereafter issue or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and sell any New Securities without first offering such New Securities to Intel in the manner provided in this Section 5. d. (i) "New Securities" shall mean any shares of, or securities convertible into or exercisable for any shares of, any class of VMN's capital stock; provided that "New Securities" does not be offered unless first reoffered include: (A) the shares of Series A Preferred Stock of the Company or the Common Stock issuable upon conversion thereof; (B) securities issued pursuant to the Investors acquisition of another business entity by VMN by merger, purchase of substantially all of the assets of such entity, or other reorganization whereby VMN owns not less than a majority of the voting power of such entity; (C) up to 500,000 shares of VMN Common Stock and the shares of Common Stock issuable upon exercise of such options, issued pursuant to any arrangement approved by the Board of Directors to employees, officers and directors of, or consultants, advisors or other persons performing services for, VMN; (D) shares of VMN's Common Stock or Preferred Stock of any series issued in accordance connection with this Subsection 4.1. any stock split, stock dividend or recapitalization of VMN; (dE) The Common Stock issued upon exercise of warrants, options or convertible securities if the issuance of such warrants, options or convertible securities was a result of the exercise of the right of first offer in granted under this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in Section 5 or was subject to the Certificate right of Incorporation), first offer granted under this Section 5; and (iiF) shares securities sold to the public in an offering pursuant to a registration statement filed with the Securities and Exchange Commission ("SEC") under the Securities Act of Common Stock issued in 1933, as amended (the IPO"Act").

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsDirectors (including at least one Series A Director if then in office), (y) agrees to enter into this Agreement Agremeent and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major an Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-one hundred and twenty (120) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series A Preferred Stock pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 Sections 3.1 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Company’s Third Amended and Restated Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series C Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement. (e) The right of first offer set forth in this Section 4.1 shall terminate with respect to any Investor who fails to purchase, in any transaction subject to this Section 4.1 after the date hereof, all of such Investor’s pro rata amount of the New Securities allocated (or, if less than such Investor’s pro rata amount is offered by the Company, such lesser amount so offered) to such Investor pursuant to this Section 4.1. (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 Sections 3.1 and 3.2 or as an Investor under Section 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Series AA Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series AA Preferred Stock and any other Derivative Securities then held by such Investor Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-10 day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series AA Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series AA Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the 90-90 day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series AA Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Investors within 30 days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have 20 days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. (a) Subject to the terms and conditions specified in this Section 18, the Company hereby grants to each Investor a right of this Subsection 4.1 and applicable securities laws, if first offer with respect to future sales by the Company of its Securities. Each time the Company proposes to offer or sell any New Securities, the Company shall first offer such New make an offering of the Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and in accordance with the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securitiesfollowing provisions. (ab) The Company shall give deliver a notice in accordance with Section 26.2 (the “Offer Notice”) to each Major Investor, Investor stating (i) its bona fide intention to offer such New the Securities, (ii) the number of such New Securities to be offeredoffered (the “Offered Securities”), and (iii) the price and terms, if any, terms upon which it proposes to offer such New the Offered Securities. (bc) By written notification to received by the Company Company, within 20 twenty (20) calendar days after receipt of the Offer Notice is givenNotice, each Major the Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New the Offered Securities which that equals the proportion that the Common Stock then number of shares of Securities issued and held by such Major Investor (including the Investor, after giving effect to the exchange, exercise and conversion of all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor that are exchangeable and exercisable for and convertible into Securities, bears to the total Common Stock number of shares of Securities then outstanding, after giving effect to the Company exchange, exercise and conversion of all securities then outstanding that are exchangeable and exercisable for and convertible into Securities. (assuming (id) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectNotwithstanding Section 18(c). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to written notification received by the Company, within twenty (20) calendar days after receipt of the Notice, the Softbank Investors may elect to purchase or acquireobtain, at the price and on the terms specified in addition the Notice, a number of the Offered Securities such that the Softbank Company Interest immediately after the sale of the Offered Securities (after giving effect to any issuance of Securities to Ariba pursuant to Section 11 hereof) and assuming that the Softbank Investors purchase all of the Offered Securities that they are entitled to purchase pursuant to this Section 18(d)) equals the Softbank Company Interest immediately before the sale of such Offered Securities. Notwithstanding Section 18(c), the number of shares specified above, up to Offered Securities that portion of the New Securities for which Major Ariba Investors were are entitled to subscribe but that were not subscribed for by the Major Investors which is equal purchase pursuant to Section 18(c) shall be reduced to the proportion that extent necessary to permit the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Softbank Investors who wish to purchase such unsubscribed shares. The closing of any sale Offered Securities pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(cSection 18(d). (ce) If all New Offered Securities referred that Investors are entitled to in the Offer Notice obtain pursuant to Sections 18(c) and (d) are not elected to be purchased or acquired obtained as provided in Subsection 4.1(b)Sections 18(c) and (d) hereof, the Company may, during the 90-one hundred twenty (120) day period following the expiration of the periods period provided in Subsection 4.1(b)subsection 18(c) hereof, offer and sell the remaining unsubscribed portion of such New Offered Securities to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Offered Securities within such period, or if such agreement is not consummated within 30 sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Offered Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Subsection 4.1herewith. (df) The right of first offer in this Subsection 4.1 Section 18 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate issuance or sale of Incorporation), and (ii) shares of Common Stock issued (or options therefor) to employees, directors and consultants for the primary purpose of soliciting or retaining their services; (ii) the issuance of Securities pursuant to a bona fide public offering of shares of Common Stock, (iii) the issuance of Securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, (iv) the issuance of stock, warrants or other Securities or rights not primarily for equity financing purposes to persons or entities with which the Company has business relationships or will have a strategic business relationship following such issuance, (vi) the offer and sale of Securities within one hundred eighty (180) days after the Effective Date at a pre money valuation of the Company of at least $200 million to strategic partners, as contemplated by the Parties, or (v) issuances or distributions of securities to Ariba, SOFTBANK or SOFTBANK Parent pursuant to Section 11 hereof. The right of first offer in Section 18(c) but not Section 18(d) shall terminate upon the closing of the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s party s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and Section 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Series A Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”Notice ) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Series A Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s Investor s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO, (ii) the issuance of stock options or other equity compensation to directors or employees of the Company, (iii) the issuance of shares of Series A Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement and (iv) the issuance of up to $1,000,000 shares of Common Stock by the Company so long as the Company sells such shares at a price of at least $0.75 per share (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction). (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named thereintherein (the “Voting Agreement”), as an “Investor” under each such agreement each as may be amended and/or restated from time to time (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectoutstanding). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPOIPO or SPAC Transaction or (iii) shares of Series C Preferred Stock issued pursuant to the Purchase Agreement.

Right of First Offer. Subject During the initial Lease Term, Tenant shall -------------------- have the one-time right (subject, however, to the last sentence of Section 1.4.2 below) of first offer to lease that certain space on the third (3rd) floor of the Building which is currently leased by Exxon, contains approximately 12,913 rentable square feet (the "FIRST OFFER SPACE") when such space becomes available for lease as provided hereinbelow; provided, however: (i) if less than two (2) years remain in the initial Lease Term at the time of Landlord's delivery of the First Offer Notice (as defined below), Tenant shall not have such right of first offer unless Tenant has either previously exercised its extension option pursuant to the Extension Option Rider or exercises such option concurrently with Tenant's delivery of Tenant's Election Notice (as defined below); and (ii) if before such First Offer Space becomes available, at least 12,000 rentable square feet of space on the 4th or 5th floors of the Building which are currently leased by Exxon becomes available for lease, the First Offer Space shall be redefined to consist of the entire rentable area of the space on such floor which becomes so available, but only with respect to one (1) of such floors (which floor shall be the first floor on which at least 12,000 rentable square feet becomes available, unless at least 12,000 rentable square feet of space becomes available on both floors at the same time, in which case, the First Offer Space shall consist of the space located on the floor which has the least amount of space available, unless the amount of space available on both floors are approximately the same size (i.e. within 2,000 rentable square feet of each other), in which case the First Offer Space shall consist of the entire rentable area of the space which becomes so available on one (1) of such floors as shall be selected by Landlord). Tenant's right of first offer shall be upon the terms and conditions of set forth in this Subsection 4.1 and applicable securities lawsSection 1.4. Notwithstanding anything to the contrary contained in this Section 1.4, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the Tenant's right of first offer hereby granted contained in this Section 1.4 shall be subject and subordinate to it in such proportions as it deems appropriate, among: (iA) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each leases of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named thereinOffer Space which, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given of execution of this Lease, have been fully executed by Landlord and the date tenants therein (the "INITIAL LEASES"), (B) all expansion, first offer and similar rights currently provided to the tenants in the Initial Leases and (C) renewals of initial sale of New Securities the Initial Leases, whether or not such renewals are pursuant to Subsection 4.1(can express written provision in such leases and regardless of whether any such renewals are consummated pursuant to new leases or lease amendments (collectively, the "SUPERIOR RIGHTS"). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections Sections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bi) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding held by all the Major Investors (assuming including all shares of Common Stock issuable (idirectly or indirectly) full upon conversion and/or exercise, as applicable, of all the Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under held by all the Company’s equity incentive plan as then in effectMajor Investors). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Other Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. (ii) Notwithstanding the foregoing in Section 4.1(b)(i), in the case Pronghorn elects to exercise its right of first priority pursuant to the terms of that certain Side Letter, dated March 15, 2024, by and between the Company and Pronghorn (such right, the “Right of First Priority”), the terms of this Section 4.1(b)(ii) will supersede Section 4.1(b)(i). In such event, (1) Pronghorn may, in accordance with its Right of First Priority, elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to fifty percent (50%) of the New Securities subject to the Right of First Priority, and (2) by notification to the Company within twenty (20) days after the Offer Notice is given, the Major Investors that are not Pronghorn (the “Other Major Investors”) may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such remaining fifty percent (50%) of applicable New Securities (the “Remaining New Securities”) which equals the proportion that the Common Stock then held by such Other Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Other Major Investors) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding). At the expiration of such twenty (20) day period, the Company shall promptly notify each Other Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Other Major Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Other Major Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the applicable New Securities for which Other Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock then held by such Other Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Other Major Investors) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding), by all Fully Exercising Other Major Investors who wish to purchase such unsubscribed shares. (c) The closing of any sale pursuant to this Subsection 4.1(bSection 4.1(c) shall occur within the later of 90 one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(cSection 4.1(d). (cd) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the 90-day one hundred twenty (120) days period following the expiration of the periods provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection Section 4.1. (de) The right of first offer in this Subsection Section 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), ; and (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock to Additional Purchasers pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities lawsLaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that that, each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Seventh Amended and Restated Voting Agreement and the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that that, any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held held, by such Major Investor bears to the total Common Stock of the Company then then-outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and Securities) (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect“Pro Rata Percentage”). At the expiration of such twenty (20-) day period, the Company shall promptly notify in writing each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; (iii) the issuance of shares of Series F Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement; and (iv) the issuance of securities pursuant to a Direct Listing in which the Company sells shares of Common Stock registered under the Securities Act pursuant to such Direct Listing. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give written notice to each of the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities and the other material terms and conditions of such issuance. Each Major Investor shall have twenty (20) days from the date such notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b), before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors. (f) In the event that any Regulated Investor is a Major Investor, then, upon such Regulated Investor’s request, the Company shall create a class of shares (the “BHCA New Securities”) identical to the shares being offered pursuant to this Section 4 in all respects, except that such BHCA New Securities shall not have any voting rights or other rights as such Major Investor may request, so that such Major Investor may purchase such BHCA New Securities.

Right of First Offer. Subject to The following provisions shall apply in (he event of the terms and conditions inlended sale of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer all or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right substantially all of first offer hereby granted to it in such proportions as it deems appropriate, among: LICENSEE’S assets: (i) itselfIn the e\ent LICENSEE decides to seek a purchaser of all or substantially all of the membership interests or One Hundred Percent (100%) of the assets of LICENSEE, but prior to the expression of interest from any third pany potential purchaser, LICENSEE shall give OWNER forty-five (45) days written notice (the “INTENT TO SELL NOTICE1’) prior to entering into any discussions or negotiations with any such third party, (ii) In the event LICENSEE receives unsolicited bona fide interest from a potential third party purchaser, LICENSEE may, but is not obligated, to give OWNER the INTENT TO SELL NOTICE prior to entering into any substantive discussions or negotiations with such third party. In the event LICENSEE chooses not to give OWNER such notice and LICENSEE thereafter receives a bona fide offer from such third party to purchase all or substantially all of the membership interests or assets of LICENSEE, as applicable, LICENSEE shall, at least forty-five (45) days prior to closing such sale, provide OWNER with written notice thereof. LICENSEE’S written notice of the bona fide offer shall detail the material terms of such bona fide offer, including, without limitation, the price and other material commercial terms relevant to LICENSEE (a “THIRD PARTY OFFER”). (B) Within five (5) business days of OWNER receiving an INTENT TO SELL NOTICE under Paragraph 21(A)(i) above or an INTENT TO SELL NOTICE or a THIRD PARTY OFFER under Paragraph 21 (A)(ii) above , OWNER shall have the right to request, and LICENSEE shall provide OWNER, in accordance with standard confidentiality provisions, full access to its books and records (including any valuations done by any investment bankers), its facilities, and its management, for the purposes of conducting due diligence (the “OWNER DUE DILIGENCE”). During the period ending thirty (30) days after LICENSEE has provided such access, OWNER shall have the right to make a bona fide offer to buy all or substantially all of LICENSEE’S membership interests or assets, as applicable (an “OWNER OFFER”) and LICENSEE must consider any such OWNER OFFER in good fail. (C) In the event that LICENSEE declines to accept an OWNER OFFER, or, (ii) its Affiliates OWNER declines or fails to make an OWNER OFFER, LICENSEE will (hereafter be free to sell all of the membership interests or assets of LICENSEE. “ 9. Except to the extent amended by this letter amendment, the License Agreement remains in full force and effect. The parties agree that, except as otherwise provided in Paragraph 14.1 (iii) its beneficial interest holders), such as limited partnersif at the end of the Automatic Renewal Term, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) License Agreement is not renewed for either Optional Term 1 or Optional Term 2, the License Agreement shall r.;main in full force and effect during the one year period ending on December 31,2007. 10. Xxxxxxx has been advised that Magla Products, LLC, a Competitor New Jersey Limited Liability Company is the successor in interest to Magi a Products, Inc. and Xxxxxxx hereby agrees that any reference to “Licensee” or FOIA Party“Magla” in (he License Agreement or t h i s Letter Amendment refers to and shall mean Magla Products, unless such party’s purchase of New Securities is otherwise LLC. 11. Xxxxxxx hereby agrees that it has consented to all subcontractors used by Magla to manufacture the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, LICENSED ARTICLES as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date of this Letter Amendment.. 12 The parties hereby agree that the Offer Notice is given and the date provisions of initial sale of New Securities pursuant to Subsection 4.1(c). (cParagraph 14(v) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities License Agreement shall not apply to any Person country in South America or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer NoticeCentral America. If the Company does not enter into an agreement for the sale of the New Securities within such periodforegoing meels with your approval, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined please indicate in the Certificate space provided below Very truly yours, Agreed to and accepted, this 29th day of Incorporation)September, and (ii) shares of Common Stock issued in the IPO.2000. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investorthe Holder. A Major Investor The Holder shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among: among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative SecuritiesAffiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investorthe Holder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor the Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor the Holder (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor the Holder (including the Warrant but not including any shares of Common Stock acquired other than pursuant to the terms of this Agreement)) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b3.1(b) shall occur within the later of 90 120 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c3.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired by the Holder as provided in Subsection 4.1(b3.1(b), the Company may, during the 90-120 day period following the expiration of the periods provided in Subsection 4.1(b3.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Holder in accordance with this Subsection 4.13.1. (d) The In addition to the foregoing, the right of first offer in this Subsection 4.1 3.1 shall not be applicable to: to an Exempt Issuance or with respect to the Holder and any subsequent securities issuance, if (i) Exempted Securities (at the time of such subsequent securities issuance, the Holder is not an “accredited investor,” as such term is then defined in Rule 501(a) under the Certificate of Incorporation)Securities Act, and (ii) shares of Common Stock issued in the IPOsuch subsequent securities issuance is otherwise being offered only to accredited investors.

Right of First Offer. Subject If any Trust Holder (each such Trust Holder, an "Indirect Offeror") proposes to Transfer Trust Units to any Person other than (u) in connection with a Permitted Excluded Transfer, (v) pursuant to the terms and conditions exercise of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, Co-Sale Rights set forth in Section 3.4 of the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itselfMembers Agreement, (iiw) its Affiliates in accordance with the terms of the Indemnity Agreement and (iiiSection 4.03(c) its beneficial interest holdershereof, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor in respect of Forfeited Trust Units or FOIA Party, unless such party’s purchase Default Trust Units in accordance with the terms of New Securities is otherwise consented to by the Board of DirectorsArticle IX hereof, (y) agrees in respect of the Indemnity Subscription Right in accordance with the terms of Section 4.03(c) hereof or (z) in connection with a request from a Correction Requesting Trust Holder pursuant to enter into Section 10.04 hereof, then the following procedures shall be followed in accordance with this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities.Members Agreement: (a) The Company shall give notice Indirect Offeror shall, before such Transfer, deliver to CEH LLC and the Investors (other than the Trust) (the “"Indirect Offerees") a written request for an offer (the "Indirect Offer Notice”Request") to each Major Investorpurchase the Trust Units that the Indirect Offeror proposes to Transfer (the "Indirect Offered Units"). Each Indirect Offeree shall have the right and option to notify the Indirect Offeror, stating in a writing (ithe "Indirect Offer") delivered within three (3) Business Days after the date of its bona fide intention receipt of the Indirect Offer, of its offer to offer such New Securitiespurchase all, (ii) but not less than all, of the number of such New Securities to be offered, and (iii) Indirect Offered Units at the cash purchase price and terms, if any, upon which it proposes to offer such New Securitieson the terms and conditions stated in the Indirect Offer. Each Indirect Offer shall remain open and irrevocable for a period of five (5) Business Days from the date of its receipt by the Indirect Offeror (the "Indirect Offer Period"). (b) By notification If one or more Indirect Offers have been timely received, then the Indirect Offeror shall have the right and option to accept the Indirect Offer containing the highest offered purchase price and/or most favorable other terms and conditions, as determined by the Indirect Offeror in good faith (the "High Offer"), which may reflect discussions between the Indirect Offeree and the Indirect Offeror, by so notifying the applicable Indirect Offeree in a writing (the "Indirect Offer Acceptance"), with copies to CEH LLC and the Trust, delivered prior to the Company within 20 days after expiration of the Indirect Offer Notice is givenPeriod; provided, each Major Investor may elect to that if more than one Indirect Offer offers the same purchase or otherwise acquire, at the price and on other terms and conditions and each such offer is a High Offer, then the terms specified Indirect Offeror, if choosing to accept any Indirect Offer, shall accept any High Offer made by CEH LLC, and, if no High Offer has been made by CEH LLC, shall have the right and option to accept any of the High Offers. (c) Within 15 days of receipt by the Trust of the copy of the Indirect Offer Acceptance and in lieu of the Offer NoticeIndirect Offeror Transferring the Indirect Offered Units, up the Trust shall Transfer to that portion of such New Securities which equals CEH LLC or the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exerciseother Indirect Offeree, as applicablethe case may be, against receipt of payment therefor, Class A Units of CEH LLC in an amount corresponding to the Indirect Offered Units that CEH LLC or the other Indirect Offeree agreed to purchase. Delivery of certificates or other instruments evidencing Class A Units of CEH LLC in an amount corresponding to the Indirect Offered Units duly endorsed for transfer and free and clear of all liens, claims and other encumbrances (other than those arising hereunder and those attributable to actions by the purchasers thereof) shall be made on such date against payment in cash of the purchase price therefor. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. The Trust shall promptly use the proceeds received by it at such closing to redeem the Indirect Offered Units. (d) If an Indirect Offer has not been timely delivered, or if an Indirect Offer Acceptance has not been timely delivered, then the Indirect Offeror may Transfer to any Person all, but not less than all, of the Preferred Stock and any other Derivative Securities then held by such Investor bears Trust Units that were subject to the total Common Stock Indirect Offer Request on terms and conditions no more favorable to such Person than are described in a timely received Indirect Offer (or, if more than one, in the High Offer), for a period of 60 days after expiration of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect)Indirect Offer Period. At the expiration of If such 20Transfer is not made within such 60-day period, the Company provisions of this Section 10.02 shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice again become effective with respect to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)proposed Transfer. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice QIP Investors and Infoseek (the “Offer Notice”"Transferring Investors") shall, prior to selling, offering to sell or soliciting any offers for the Transfer of shares of Capital Stock or Options, give written notice to each Major Investor, stating of the other Investors (ithe "Non-Transferring Investors") its bona fide intention specifying the number of shares of Capital Stock that such Transferring Investors desire to Transfer (the "Transfer Stock"). The notice shall constitute an invitation to each of the other Investors to offer such New Securities, to purchase a portion of the Transfer Stock for cash and/or marketable securities equal to a percentage obtained by dividing (iix) the number of shares of Common Stock beneficially owned by such New Securities to be offeredNon-Transferring Investor, and by (iiiy) the price and terms, if any, upon which it proposes to offer such New Securitiestotal number of shares of Common Stock beneficially owned by the Non-Transferring Investors in the aggregate. (b) By notification Upon receipt of a notice pursuant to Section 2.3(a), the recipient thereof (the "Offeror") shall have a period of 30 days (the "Offer Period") within which to submit a proposal (the "Proposal") to the Company within 20 days after the Offer Notice is given, each Major Investor may elect Transferring Investors to purchase or otherwise acquireall, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicablebut not less than all, of the Preferred Transfer Stock and any other Derivative Securities then held which they are invited to purchase pursuant to Section 2.3(a). If all of the shares of Transfer Stock offered to the Non-Transferring Investors are not fully subscribed by such Investor bears Non-Transferring Investors by the fifteenth day following receipt of the notice delivered pursuant to Section 2.3(a), the remaining shares of Transfer Stock will be reoffered to the total Common Non-Transferring Investors offering to purchase their full allotment upon the terms set forth in this Section 2.3(b), until all such shares of Transfer Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effect). At are fully subscribed for or until the expiration of the Offer Period. (c) The Transferring Investors then shall have a period of ten (10) days from the end of the Offer Period within which to respond in writing to the Proposal. If the Transferring Investors accept the Proposal, the Offeror and the Transferring Investors shall be bound to consummate the transaction in accordance with the Proposal as promptly as practicable. If the Transferring Investors accept the Proposal and the transaction is not consummated through no fault of the Transferring Investors within 45 days of the acceptance of the Proposal so delivered or if a Proposal to purchase all, but not less than all, the Transfer Stock is not made by the Non-Transferring Investors in accordance with the provisions of Section 2.3(b) prior to the expiration of the Offer Period, the Transferring Investors shall, for a period of 180 days thereafter, be free to Transfer the Transfer Stock in any manner and to any person notwithstanding the provisions of Section 2.1, Sections 2.3(a) and 2.3(b) and this Section 2.3(c). After such 20180-day period, the Company Transferring Investors shall promptly notify each Major Investor that elects to purchase or acquire all not Transfer the shares available to it (each, a “Fully Exercising Investor”) Transfer Stock without again complying with the provisions of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)Section 2.3. (cd) If all New Securities referred to In the event the Transferring Investors reject the Proposal, the Transferring Investors may, within the 180 days after the expiration of the Offer Period, Transfer the Transfer Stock but only for consideration that is in the Offer Notice are not elected Transferring Investors' good faith reasonable judgment more favorable to be purchased or acquired as provided the Transferring Investors on an overall basis than the consideration contained in Subsection 4.1(b)the Proposal. The Transferring Investors may not, following the Company may, during the 90expiration of such 180-day period following the expiration of the periods provided in Subsection 4.1(b)Offer Period, offer and sell Transfer the remaining unsubscribed portion Transfer Stock without again complying with the provisions of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1Section 2.3. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major the Investor. A Major The Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “"Offer Notice”") to each Major the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 thirty (30) days after the Offer Notice is given, each Major Investor the Investor, through itself and/or its Affiliates, may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then issued and held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held held, by such the Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, and exercise of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such 20-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of 90 sixty (60) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c)given. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection Section 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Subsection Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPOto Permitted Issuances.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series Mezzanine Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Series Mezzanine Preferred Stock and any other Derivative Securities then outstanding outstanding) (such calculation, the “Pro Rata Share”). For purposes of calculating the Pro Rata Share with respect to the Viking Convertible Note: (i) at any time prior to the conversion of the Viking Convertible Note, the Pro Rata Share with respect thereto shall be calculated assuming that the holder thereof is permitted to convert the Viking Convertible Note pursuant to a Maturity Date Conversion (as defined therein) as of the date of such calculation; and (ii) excluding unallocated stock reserved under at any time after conversion of the Company’s equity incentive plan as then in effect)Viking Convertible Note, the Pro Rata Share shall be calculated based on the actual number of shares of Common Stock or Derivative Securities issued upon conversion of the Viking Convertible Note. At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series Mezzanine Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series Mezzanine Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of Incorporation), and ; (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series Mezzanine Preferred Stock to Future Purchasers pursuant to the Purchase Agreement. (e) The right of first offer set forth in this Subsection 4.1 shall terminate with respect to any Major Investor who fails to purchase, in any transaction subject to this Subsection 4.1, all of such Major Investor’s pro rata amount of the New Securities allocated (or, if less than such Major Investor’s pro rata amount is offered by the Company, such lesser amount so offered) to such Major Investor pursuant to this Subsection 4.1. Following any such termination, such Investor shall no longer be deemed a “Major Investor” for any purpose of this Subsection 4.1 (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to In the terms and conditions of this Subsection 4.1 and applicable securities laws, if event that the Company proposes to offer -------------------- issue, or sell any New Securitiesproposes to grant rights or options to purchase, Permitted Pari-Passu Equity, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, promptly deliver a written notice of such Major Investor proposal (“Investor Beneficial Owners”); provided that each the "PPPE Notice") to the Avalon Investors specifying in reasonable detail the ----------- class, quantity and material terms of such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors Permitted Pari Passu Equity and the other parties named therein, as an “Investor” under each price at which such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as securities are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities proposed to be offered, and (iii) the price and terms, if any, upon which it proposes offered for sale to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, each Major Investor others. The Avalon Investors may elect to purchase or otherwise acquire, such Permitted Pari Passu Equity subject to terms and at the price and on the other terms specified and conditions set forth in the Offer Notice, up to that portion PPPE Notice by delivering a written notice of such New Securities which equals election (the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly"PPPE Election Notice") upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of Company within ten (10) Business Days after the --------------------- PPPE Notice has been received by the Avalon Investors. In the event there has not been a timely election to acquire such Permitted Pari Passu Equity under this Section 6(b), then the Company then outstanding (assuming (i) full conversion and/or exercisemay, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under within the Company’s equity incentive plan as then in effect). At 180-day period following the expiration of such 2010-Business Day period, sell the Equity Securities specified in the PPPE Notice, at not less than the purchase price per Equity Security stated in the PPPE Notice and on terms and conditions not materially more favorable to the purchaser(s) thereof than those specified in such PPPE Notice; provided, however, that in such case the Equity -------- ------- Securities specified in the PPPE Notice shall be subject to the Right of First Refusal set forth in Section 6(a). In the event the Company is unable to sell the Equity Securities specified in the PPPE Notice during such 180-day period, the Company shall promptly notify each Major Investor that elects to purchase not thereafter issue or acquire all the shares available to it (each, a “Fully Exercising Investor”) of sell any other Major Investor’s failure to do likewise. During the ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice Equity Securities without first again offering such securities to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Avalon Investors in accordance with this Subsection 4.1Section 6(b). (d) The right of first offer in this Subsection 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner: Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 and 3.2 hereof or any rights under Subsection 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all the shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor Major Investor) bears to the total number of shares of Common Stock of the Company then outstanding held by all Investors (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other outstanding Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of the failure by any other Major Investor’s failure Investor to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationCompany’s Restated Certificate), and ; (ii) shares of Common Stock issued in the IPO, (iii) shares of Series B Preferred Stock offered or sold to a Major Investor pursuant to the Purchase Agreement or (iv) any Major Investor that has committed a Purchaser Default pursuant to Section 1.4(e) of the Series A Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among: among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that that, each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA PartyCompetitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that that, any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2, 3.3 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued or issuable upon conversion of the Preferred Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor bears to the total Common Stock of the Company then outstanding (assuming (i) full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding and (ii) excluding unallocated stock reserved under the Company’s equity incentive plan as then in effectSecurities). At the expiration of such twenty (20-) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten-ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of 90 ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to: to (i) Exempted Securities (as defined in the Certificate of IncorporationRestated Certificate), ; and (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series C Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement, as it may be amended from time to time.