Common use of Right of First Offer Clause in Contracts

Right of First Offer. Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver a notice (“Notice”) to each Investor stating (i) its intention to offer such Securities for sale, (ii) the number of such Securities to be offered (the “Offered Securities”), (iii) the price, if any, for which it proposes to offer such Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar days after receipt of the Notice, each Investor may elect to purchase, at the price and on the terms specified in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its election. (c) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to the terms and conditions specified in of this Section 38.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants to each Investor a right of shall first offer with respect such New Securities to future sales by the Company of its SecuritiesInvestors. An Each Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to offer by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Securities in a Financing (Competitor as defined belowreasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Shares and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within thirty (1530) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 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 Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares 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 Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 8.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments first reoffered to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not elected be applicable to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 (i) Exempted Securities (as defined in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company of at least $3 million. In issued under the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinEmployee Share Option Plan.

Right of First Offer. Subject to the terms and conditions specified in this Section 34.1 and applicable securities laws, in the event the Company proposes to offer or sell any Additional Equity Securities, the Company hereby grants shall first make an offering of such Additional Equity Securities (the “Offered Securities”) to each Investor a right the Founder Holdcos and the Investors (the “Offerees”) in accordance with the following provisions of first offer with respect to future sales by the Company of its Securitiesthis Section 4.1. An Investor Any Offeree shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners their partners, members and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a notice notice, in accordance with the provisions of Section 8.4 hereof, (the “Offer Notice”) to each Investor the Offerees stating (i) its bona fide intention to offer such Securities for saleOffered Securities, (ii) the number of such Offered Securities to be offered (to the “Offered Securities”)Offerees, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such Offered Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By written notification received by the Company, within twenty (1520) calendar days after receipt mailing of the Offer Notice, each Investor Offeree may elect to purchasepurchase or obtain its pro-rata share of the Offered Securities, at the price and on the terms specified in the Offer Notice. For purpose of this Section 4.1(b), the “pro-rata share” shall be the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Securities in an amount up Offeree, bearing to (b) the total number of Ordinary Shares of the Company (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the Offer Amount issuance of Additional Equity Securities. The Company shall promptly, in writing, inform each Offeree that elects to purchase all the shares available to it (each, a “Fully-Exercising Holder”) of any other Offeree’s failure to do likewise. During the ten (10) day-period commencing immediately after receipt of such information, each Fully-Exercising Holder shall be entitled to obtain that portion of the Offered Securities for which any of the Offerees were entitled to subscribe but which were not subscribed for by providing the Company with written notice Offerees which is equal to the proportion calculated by dividing the number of its electionOrdinary Shares issued and held, or issuable upon conversion of Preferred Shares then held by such Fully-Exercising Holder by the total number of Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all Fully-Exercising Holders who wish to purchase such unsubscribed Offered Securities. (c) An election by an Investor pursuant If all Offered Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 3.1(b4.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) hereof, offer the remaining unsubscribed portion of such Offered Securities (collectively, the “Refused Securities”) to purchase 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 Offered Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Securities shall not be considered a binding commitment on the Investor offered to any Person unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds reoffered to the Company Offerees in accordance with this Section 4.1. (d) The right of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise first offer set forth in this Section 3.1 would 4.1 may not permit be assigned or transferred except that such $250,000 investment, then each right is assignable by an Investor to any Affiliate of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinInvestor.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants to each Investor a right of shall first offer such New Securities to (i) each Major Investor, (ii) each other Investor that, individually or together with respect to future sales by such Investor’s Affiliates, holds at least 100,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification effected after the Company of its Securitiesdate hereof) and (iii) each Key Holder (each a “First Offer Participant,” and collectively, the “First Offer Participants”). An Investor A First Offer Participant shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Company proposes Board of Directors, (y) agrees to offer 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” or “Key Holder,” as applicable, under each such agreement (provided that, except as set forth in Section 5.7, any Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering First Offer Participant holding the fewest number of shares of Common Stock (including all shares of Class A 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 Securities to each Investor in accordance with the following provisions:First Offer Participant). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor First Offer Participant, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”), and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor First Offer Participant may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such First Offer Participant (including all shares of Class A 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 First Offer Participant) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each First Offer Participant that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Participant”) of any other First Offer Participant’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Participant 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 First Offer Participants were entitled to subscribe but that were not subscribed for by the First Offer Participants 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 Participant 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 Participants 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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments First Offer Participants in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Certificate of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back Incorporation) and (proportionately with all other Investors based on the number of ii) shares of Eligible Securities held by Common Stock issued in the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer by the Board of Directors, (y) agrees to enter into this Agreement and the Amended & Restated Voting 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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:shares of Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the Offer Amount proportion that the Common Stock then held by providing such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Company with written notice Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Common Stock of its electionthe Company. (c) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities The right of first offer in this Subsection 4.1 shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments applicable to purchase on the terms and conditions contained shares of Common Stock issued in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. (a) Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Major Investor and LPE II (“LPE II” and each Major Investor and LPE II, a right of first offer with respect to future sales by the Company of its Securities“Preemptive Rights Holder”). An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Company proposes Board, and (y) agrees to offer any Securities in a Financing enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement (as such terms are defined belowin the Purchase Agreement), the Company as an “Investor” under each such agreement (provided that any Competitor shall first make an offering of such Securities not be entitled to each any rights as a Major Investor in accordance with the following provisions:or Preemptive Rights Holder under Subsections 3.1, 3.2 and 4.1 hereof). (ab) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Preemptive Rights Holder, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (bc) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor Preemptive Rights Holder may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Preemptive Rights 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 Preemptive Rights Holder) bears to the total Common Stock of the Company then held by all Preemptive Rights Holders (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 all Preemptive Rights Holders). At the expiration of such twenty (20) day period, the Company shall promptly notify each Preemptive Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Preemptive Rights Holder’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 Preemptive Rights Holders were entitled to subscribe but that were not subscribed for by the Preemptive Rights 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 the 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 Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares, or such greater amount of such New Securities as may be available as a result of any Fully Exercising Investor not fully exercising their right to acquire additional New Securities. The closing of any sale pursuant to this Subsection 4.1(c) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c) or such later date as is reasonably required to obtain any required regulatory approvals. (cd) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(c), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(c), 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Preemptive Rights Holders in accordance with this Subsection 4.1. (e) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Certificate of Incorporation); (ii) shares of Series B Preferred Stock issued pursuant to the Company Purchase Agreement; and (iii) shares of at least $3 million. In Common Stock issued in the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth IPO. (f) The rights provided in this Section 3.1 would Subsection 4.1 may not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held assigned or transferred by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinLPE II.

Right of First Offer. Subject (a) In the event that the Investor or its Affiliates desires to sell Shares pursuant to Section 4.1(b) (other than Section 4.1(b)(i) or 4.1(b)(ii)) in an amount constituting more than 5% of the issued and outstanding shares of Common Stock in a single or series of related transactions, the Investor shall first offer such Shares for purchase by the Company by promptly notifying the Company in writing of such offer, setting forth the number of Shares proposed to be sold (the “Offer Shares”), the terms and conditions specified in this Section 3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver a notice (“Notice”) to each Investor stating (i) its intention to offer such Securities for sale, (ii) and the number price or method of determining such Securities to be offered price (the “Offered SecuritiesROFO Price”), (iii) the price, if any, for which it proposes to offer such Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen The Company shall have up to a period of twenty (1520) calendar days (the “ROFO Option Period”) after the receipt of such notice within which to notify the Investor in writing that it wishes to purchase the Offer Shares at the ROFO Price and upon the terms and conditions set forth in the Investor’s notice. If the Company gives such written notice within the ROFO Option Period then it shall have thirty (30) days after receipt it gives such notice to do all things necessary to consummate such acquisition of the NoticeOffer Shares, each including entering into agreements relating to such acquisition. The Investor shall cooperate with the Company in obtaining all consents and approvals necessary to consummate the acquisition and shall execute and deliver such customary agreements as may elect be reasonably requested by the Company. If the Company receives such consents and approvals and enters into such agreements as are necessary to purchaseconsummate such acquisition of the Offer Shares, then the Investor and its Affiliates, as applicable, shall be obligated to sell to the Company, and the Company shall be obligated to purchase from the Investor and its Affiliates, as applicable, the Offer Shares at the price and on the terms specified and conditions set forth in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its electionInvestor’s notice. (c) An election by an If the Company does not give written notice to the Investor pursuant to Section 3.1(b) within the ROFO Option Period or notifies the Investor in writing that it does not wish to purchase Offered Securities shall not be considered a binding commitment on the Offer Shares, the Investor unless shall be free to secure a bona fide offer for the Offer Shares from a third party and until sell the Offer Shares to such third party at a price equal to or greater than the ROFO Price, provided, that (i) such sale to the bona fide third party is consummated within ninety (90) days after the expiration of the ROFO Option Period at a price and upon the same terms and conditions, no more favorable to the third party than were set forth in the Investor’s notice to the Company receives binding commitments (it being agreed by the Investor that if such sale is not consummated within such 90-day period, the Investor must re-commence the procedures provided in this Section 4.3 if it wishes to purchase on sell the Shares), (ii) the Investor notifies the Company in writing of the name, address, telephone number and fax number of the transferee, along with the names and/or title of a “contact person” at such transferee, and (iii) the transferee of the Investor and its Affiliates executes a counterpart copy of this Agreement and thereby agrees prior to the sale, to be bound by all of the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date provisions of this Agreement that involves Agreement, as though it were the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinInvestor.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer 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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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 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 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); and (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of Series B Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Purchase Agreement. (e) The right of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise first offer set forth in this Section 3.1 would not permit 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 $250,000 investment, then each Major Investor’s pro rata amount of the Investors agrees that its respective right 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 purchase Offered Securities such Major Investor pursuant to this Section 3.1 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 be cut-back elect to give notice to the Major Investors within thirty (proportionately with all other Investors based on 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 shares of Eligible New Securities held that would, if purchased by the Investors) in such amounts as may be necessary to permit the exercise of LighthouseMajor Investor, maintain such Major Investor’s rights percentage-ownership position, calculated as set forth hereinin Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Company proposes Board, (y) agrees to offer any Securities in a Financing enter into this Agreement and the Amended and Restated Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein (as defined belowthe “Voting Agreement”), the Company as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall first make not be entitled to any rights as an offering of such Securities to each Investor in accordance with the following provisions:under Subsections 3.1, 3.2 and 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Registrable Securities then held by such Investor bears to the total number of Registrable Securities then outstanding. At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Registrable Securities then held, by such Fully Exercising Investor bears to the Registrable 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 one hundred and twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Restated Certificate); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Preferred Stock pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that, each such Affiliate: (x) is not a Competitor or a FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Company proposes Board of Directors, (y) agrees to offer 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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Subsections 3.1 and 3.2 hereof), the Company shall first make an offering of such Securities and (z) agrees to each Investor in accordance purchase, together with the following provisions:applicable Investor and any of its other Affiliates to whom this right is apportioned, an aggregate of at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Preferred Stock issued and held by such Investor bears to the total Preferred Stock issued and outstanding. At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Preferred Stock issued and held by such Fully Exercising Investor bears to the Preferred Stock issued and 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 one hundred and twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments first reoffered to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not elected be applicable to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 (i) Exempted Securities (as defined in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Certificate of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back Incorporation); and (proportionately with all other Investors based on the number of ii) shares of Eligible Securities held by Common Stock issued in the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. (a) Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and Applicable Securities Laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesROFO Offerees. An Investor The ROFO Offerees shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to them in such proportions as it deems they deem appropriate. Each time , among themselves and their respective Affiliates and, in the Company proposes to offer case of ROFO Offerees that are Initial Investors, beneficial interest holders, such as limited partners, members or any Securities other Person having “beneficial ownership,” as such term is defined in a Financing (as defined below)Rule 13d-3 promulgated under the Exchange Act, the Company shall first make an offering of such Initial 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 Investors’ Rights Agreement and each of the Voting Agreement and the ROFR and Co-Sale Agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights under Subsections 3.1 through 3.4 and 4.1 hereof) and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the ROFO Offeree holding the fewest number of Preferred Shares and any other Derivative Securities; provided that the Lead Investors shall collectively be entitled to apportion their rights of first offer among themselves and up to 10 of their Affiliates or Investor in accordance with the following provisions:Beneficial Owners without such Affiliates or Investor Beneficial Owners agreeing to purchase any minimum number of New Securities. (ab) The Company shall deliver a give notice (the “Offer Notice”) to each Investor of the ROFO Offerees, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (bc) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt the Offer Notice is given pursuant to Subsection 4.1(b), each of the Notice, each Investor ROFO Offerees may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to (i) that portion of such New Securities (the “Pro Rata New Securities”) which equals the proportion that the Ordinary Shares then held by such ROFO Offeree (including Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares and any other Derivative Securities then held by such ROFO Offeree) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Shares and other Derivative Securities) or (ii) only in the case of the Initial Investors and if and only if the offer price of the New Securities, measured in reference to Ordinary Shares, is equal to or lower than the price per Ordinary Share paid by any such ROFO Offeree (calculated based on the price per Preferred Share paid by such ROFO Offeree as adjusted using the then-applicable conversion ratio), 150% of the Pro Rata New Securities with the Pro Rata New Securities of each other ROFO Offeree being correspondingly reduced. At the expiration of such twenty (20) day period, the Company shall promptly notify each ROFO Offeree (excluding any Advisory Investors) that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising ROFO Offeree”) of any other ROFO Offeree’s (excluding any Advisory Investors) failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising ROFO Offeree (excluding any Advisory Investors) 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 other ROFO Offerees were entitled to subscribe but that were not subscribed for by such ROFO Offerees which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares and any other Derivative Securities then held, by such Fully Exercising ROFO Offeree (excluding any Advisory Investors) bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares and any other Derivative Securities then held, by all Fully Exercising ROFO Offerees (excluding any Advisory Investors) who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(c) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(d). (cd) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(c), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(c), 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments ROFO Offerees in accordance with this Subsection 4.1. (e) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Restated Articles), (ii) Ordinary Shares issued in the Qualified IPO, and (iii) solely in the case of the Offered Securities which the Investors have not elected to purchaseAdvisory Investors, any Strategic Investment. Notwithstanding anything herein to the foregoingcontrary, the Company and each of shall cooperate reasonably to the Investors acknowledge and agree that Lighthouse shall have extent permitted by applicable law to permit the opportunity ROFO Offerees to invest not less than $250,000 purchase their respective Pro Rata New Securities in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares any potential initial public offering of the Company’s convertible preferred stock with aggregate gross proceeds securities, or, if required under Applicable Securities Laws, in a side-by-side private placement (subject to customary cutbacks and other limitations). (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company of at least $3 million. In the event that Lighthouse’s right may elect to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then give notice to each of the Investors agrees that its respective right ROFO Offerees within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each of the ROFO Offerees shall have twenty (20) days from the date notice is given to elect to purchase Offered Securities pursuant up to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares New Securities that would, if purchased by such ROFO Offeree, maintain such ROFO Offeree’s percentage-ownership position or 150% of Eligible Securities held by such percentage, as determined and calculated pursuant to Subsection 4.1(c), before giving effect to the Investorsissuance of such New Securities. The closing of such sale shall occur within sixty (60) in such amounts as may be necessary days of the date notice is given to permit the exercise of Lighthouse’s rights as set forth hereinROFO Offerees.

Right of First Offer. Subject to Section 7.1, and except as otherwise allowed under Section 4.1, no Shareholder or Subordinate Shareholder (the terms and conditions specified in this Section 3“Transferor”) may, the Company hereby grants at any time, Transfer any Equity Securities legally or beneficially held by it, except pursuant to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company Prior to consummating any such Transfer of the Equity Securities, the Transferor shall deliver a written notice (the “Offer Notice”) to each Investor stating other Shareholder (i) the “Offerees”), setting forth its bona fide intention to offer such Transfer Equity Securities for saleto a third party, (ii) the number and type of such Equity Securities to be offered Transferred (the “Offered SecuritiesSubject Shares”), the price at which such Transferor wishes to sell the Subject Shares (iii) the price“Offer Price”), if any, for which it proposes to offer such Securities, (iv) the and any other terms of such offer and (v) the Offer Amount (as defined below)offer. (b) Within fifteen The Offer Notice shall constitute, for a period of 15 days from the date on which it shall have been deemed given, an irrevocable and exclusive offer to sell to each Offeree (15) calendar days after receipt of the Notice, each Investor may elect to purchaseor any direct or indirect wholly-owned Subsidiary designated by an Offeree), at the price and on Offer Price, a portion of the terms specified in Subject Shares not greater than the Notice, proportion that the number of Equity Securities owned by such Securities in an amount up Offeree bears to the Offer Amount total number of Equity Securities owned by providing all the Company with written notice of its electionOfferees. (c) An election Each Offeree (or a designated direct or indirect wholly-owned Subsidiary thereof) may accept the offer set forth in an Offer Notice by an Investor giving notice to the Transferor, prior to the expiration of such offer, specifying the maximum number of the Subject Shares that the Offeree wishes to purchase. Any Offeree may exercise the right to purchase all or a portion of Equity Securities pursuant to this Section 4.2 by causing such Person(s) to which such Offeree would be permitted to Transfer Equity Securities pursuant to Section 3.1(b) 4.1 to purchase Offered such all or portion of Equity Securities shall directly from the Transferor, if so specified in the notice given to the Transferor pursuant to this Section 4.2(c) and/or Section 4.2(d). (d) If one or more Offerees do not be considered a binding commitment on the Investor unless and until the Company receives binding commitments agree to purchase on the terms and conditions contained in the Notice substantially all of the Offered Subject Shares to which such Offerees are entitled (such shares not purchased, the “Offeree Remaining Shares” and together with Offeree Remaining Shares of all other Offerees, the “Aggregate Remaining Shares”), the Transferor shall promptly so notify each Offeree that has agreed to purchase all of the Subject Shares so entitled (each a “Second Round Offeree”), such notice to constitute an offer to sell, irrevocable for fifteen (15) days, to each such Offeree, at the Offer Price, a portion of the Aggregate Remaining Shares not greater than the proportion that the number of Equity Securities which owned by such Second Round Offeree bears to the Investors have not elected total number of Equity Securities owned by all of the Second Round Offerees. Each Second Round Offeree shall notify the Transferor, prior to the expiration of such offer, specifying the number of Aggregate Remaining Shares that such Offeree agrees to purchase. Notwithstanding . (e) If the foregoingOfferees in the aggregate agree to purchase any or all of the Subject Shares pursuant to this Section 4.2, they shall pay in cash or immediately available funds for and the Transferor shall deliver valid title to, free and clear of any Lien, such Subject Shares, subject to receipt of any necessary or advisable third party approvals or any Governmental Approvals, within fifteen (15) days following completion of the procedures set forth in subsection (b) and (d) hereof. (f) If the offers made by the Transferor to the Offerees pursuant to subsections (b) and (d) hereof expire without an agreement by one or more Offerees to purchase all of the Subject Shares, the Company Transferor shall have sixty (60) days to enter into a definitive agreement with respect to such Transfer and each ninety (90) days to effect the Transfer of the Investors acknowledge and agree that Lighthouse shall have balance of the opportunity Subject Shares to invest any third party or parties, for cash, at a price not less than $250,000 the Offer Price, and upon terms not otherwise more favorable to the transferee or transferees than those specified in connection with the first Financing completed after Offer Notice, subject to the date execution and delivery by such third party of this Agreement that involves an assignment and assumption agreement, in form and substance satisfactory to the sale and issuance by the Company of shares other Shareholders, pursuant to which such third party shall assume all of the Company’s convertible preferred stock with aggregate gross proceeds obligations of a party pursuant to the Company of at least $3 millionor under this Agreement. In the event such Transfer is not consummated within such ninety (90) day period, the Transferor shall not be permitted to sell its Equity Securities pursuant to this Section 4.2 without again complying with each of the requirements of this Section 4.2; provided, that Lighthousesuch ninety (90) day period should be extended automatically as necessary (i) to apply for and obtain any Governmental Approvals that are required to consummate such Transfer, so long as the Transferor is making good faith efforts to obtain such Governmental Approvals as soon as practicable in accordance with applicable Law and (ii) in the event that Section 4.3, 4.4, 4.5 or 4.6 applies, to complete the procedure as provided therein. If there is such extension, the relevant period will end on the fifth Business Day following the receipt of such Governmental Approvals. (g) The provisions of this Section 4.2 shall terminate upon, and be of no force and effect from and after, the completion of an IPO. (h) Subject to Section 4.2(g), each Shareholder’s right to purchase Offered Securities as otherwise of first offer set forth in this Section 3.1 would not permit 4.2 shall terminate, (i) with respect to Yahoo or SOFTBANK, in the event such $250,000 investmentShareholder ceases to own at least the Threshold Number of Equity Securities and (ii) with respect to the Management Members, then each in the event that the aggregate number of Equity Securities owned by the Management Members is less than 50% of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinManagement Current Share Number.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (a) itself, (b) its Affiliates and (c) 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 Company proposes Exchange Act, of such Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to offer 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 Securities in a Financing (Competitor shall not be entitled to any rights as defined belowan Investor under Subsection 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such 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 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 Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the 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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (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 Offered Securities which Purchase Agreement. (e) Notwithstanding any provision hereof to the Investors have not elected to purchase. Notwithstanding contrary, in lieu of complying with the foregoingprovisions 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Investor, maintain such Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinNew Securities.

Right of First Offer. Subject to the terms and conditions specified in this Section 33.4, the Company hereby grants to each Investor a right of first offer with respect to future private placement sales by the Company of its SecuritiesShares (as hereinafter defined), as calculated pursuant to Section 3.4(b), (i) first, to D1 and the Janus Investors (together, the “Qualifying Investors”), for so long as any shares of Series F Preferred Stock remain outstanding and the Qualifying Investors continue to collectively hold the majority of the then outstanding shares of Series E Preferred Stock and Series F Preferred Stock, for up to an aggregate number of Shares equivalent to an aggregate total purchase price by all such Qualifying Investors of up to $70,000,000 (the “Maximum ROFO Amount of Shares”), and (ii) thereafter to all other Investors that continue to hold shares of capital stock of the Company, for any remaining Shares not purchased by the Qualifying Investors under (i) above (the “Unpurchased Shares”). For purposes of this Section 3.4, an Investor includes any partners and Affiliates of an Investor. An Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate, so long as such apportionment does not cause the loss of the exemption under Section 4(a)(2) of the Act or any similar exemption under applicable state securities laws in connection with such sale of Shares by the Company. Each time the Company proposes in a private placement to offer any Securities in a Financing shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (as defined belowthe “Shares”), the Company shall first make an offering of such Securities Shares to each such Qualifying Investor in accordance with the following provisions: (a) The Company shall deliver a notice in accordance with Section 4.6 (the “Notice”) to each Investor the Qualifying Investors and all other Investors stating (i) its bona fide intention to offer such Securities for saleShares, (ii) the number of such Securities Shares to be offered (the “Offered Securities”)offered, and (iii) the price, if any, for terms and conditions upon which it proposes to offer such Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below)Shares. (b) Within fifteen By written notification received by the Company, within twenty (1520) calendar days after receipt of the Notice, (i) each Qualifying Investor may elect to purchasepurchase or obtain, at the price and on the terms specified in the Notice, such Securities in an amount up to that portion of the Offer Maximum ROFO Amount of Shares that equals the proportion that the aggregate number of shares of Common Stock issued and held, or issuable upon conversion of the Series E Preferred Stock and Series F Preferred Stock held as of the date hereof, by providing such Qualifying Investor bears to the total number of shares of Common Stock of the Company with written notice held as of its electionthe date hereof by all Qualifying Investors (assuming full conversion and exercise of all outstanding convertible and exercisable securities); provided, however, if one Qualifying Investor decides not to purchase all the Shares available to it under this subsection (i), then the other Qualifying Investor (“Fully Exercising QI”) shall be entitled to obtain that portion of the Shares for which the Qualifying Investors were entitled to subscribe but which were not subscribed for, and (ii) any remaining Investor may elect to purchase or obtain, up to that portion of the Unpurchased Shares that equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock held as of the date hereof, by such Investor bears to the total number of shares of Common Stock of the Company outstanding as of the date hereof (assuming full conversion and exercise of all outstanding convertible and exercisable securities) plus any shares of Common Stock reserved for issuance under any equity incentive plan approved by the Board of Directors as of the date hereof. The Company shall promptly, in writing, inform each Qualifying Investor and Investor which purchases all the Shares available to it (“Fully-Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10) day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the Shares for which Investors were entitled to subscribe but which were not subscribed for by the Investors that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of Preferred Stock then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. (c) An election by an Investor If all Shares that the Qualifying Investors and the Investors are entitled to obtain pursuant to Section 3.1(b3.4(b) are not elected to purchase Offered Securities be obtained as provided in Section 3.4(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 3.4(b) hereof, offer the remaining unsubscribed portion of such Shares 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 Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be considered offered unless first reoffered to the Investors in accordance herewith. (d) Except with respect to D1’s and the Janus Investors’ rights under Section 3.4(f), the right of first offer in this Section 3.4 shall not be applicable to: (i) the issuance of securities pursuant to a binding commitment on split or subdivision of the Investor unless and until outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof); (ii) the issuance of shares of Common Stock or options therefor to employees, consultants, officers, directors or strategic partners (if in transactions with primarily non-financing purposes) of the Company receives binding commitments directly or pursuant to a stock option plan or restricted stock purchase on plan approved by the terms and conditions contained Board of Directors of the Company including at least the Series E/F Director (as defined in the Notice substantially Restated Certificate); (iii) the issuance of shares of Common Stock (A) in a bona fide, firmly underwritten public offering under the Act before which or in connection with which all outstanding shares of Preferred Stock will be automatically converted to Common Stock, or (B) upon exercise of warrants or rights granted to underwriters in connection with such a public offering; (iv) the issuance of shares of Common Stock pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the Offered Securities date hereof or subsequently issued pursuant to this Section 3.4; (v) the issuance of shares of Common Stock 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, each as approved by the Board of Directors of the Company, including at least the Series E/F Director; (vi) the issuance or sale of stock, warrants or other securities or rights, for other than primarily equity financing purposes, as approved by the Board of Directors of the Company, including at least the Series E/F Director, to entities with which the Company has any of the following bona fide business relationships: (1) joint venture, technology licensing or development activities, or (2) distribution, supply or manufacture of the Company’s products or services; (vii) the issuance or sale of stock, warrants or other securities or rights in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions, each as approved by the Board of Directors of the Company, including at least the Series E/F Director; or (viii) shares of Common Stock issued or issuable in connection with any transaction approved by the Board of Directors of the Company, where such securities so issued are exempted from the right of first offer in this Section 3.4 by the affirmative vote of Investors have holding at least a majority of the then outstanding Series F Preferred Stock held by all Investors (voting together as a single class and not elected as separate series, and on an as-converted basis). In addition to purchase. Notwithstanding the foregoing, the right of first offer in this Section 3.4 shall not be applicable with respect to any Investor and any subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors. (e) The right of first offer set forth in this Section 3.4 may not be assigned or transferred, except that such right may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such rights that (i) is an Affiliate, subsidiary, parent, partner, limited partner, retired partner or stockholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like). (f) Notwithstanding any provisions herein to the contrary, in the event of a Qualified IPO (as defined in the Restated Certificate), the Company shall use its reasonable efforts, subject to the requirements of all applicable securities laws and regulations, to provide each of D1 and the Janus Investors acknowledge with a right of first offer with respect to such shares of Common Stock of the Company that either Holder desires to purchase, in each case, up to such number of shares equal to the greater of (i) $15,000,000 divided by the per share purchase price of the Company’s Common Stock in the Qualified IPO and agree that Lighthouse shall have (ii) fifteen percent (15%) of the opportunity total number of shares of Common Stock to invest be sold in the Qualified IPO. If such right of first offer may not less than $250,000 be granted to either Holder, then the Company shall, in connection with good faith and upon the first Financing completed after the date written request of this Agreement that involves either Holder, consider the sale and issuance by the Company of an equivalent number of shares of the Company’s convertible preferred stock with aggregate gross proceeds Common Stock to either Holder in a private placement transaction concurrent to the Qualified IPO. The Company of at least $3 million. In may not reduce the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number amount of shares of Eligible Securities held by the Investors) in such amounts as Common Stock that may be necessary purchased by either D1 or the Janus Investors in the Qualified Financing or a concurrent private placement transaction, unless the same reduction is applied to permit both D1 and the exercise of Lighthouse’s rights as set forth hereinJanus Investors.

Right of First Offer. Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The In the event any Shareholder intends to exercise any of the rights set forth in Section 5.1 or Section 5.3 to Transfer all or any part of its Company shall deliver a notice (“Notice”) to each Investor stating (i) its intention to offer such Securities for sale, (ii) the number of such Securities to be offered Shares (the “Offered SecuritiesInterest”), such Shareholder shall first provide the other Shareholders with a notice of its intent to sell such Offered Interest (iiian “Offer Notice”) specifying the price, if any, for which number and type of Company Shares that it proposes to sell and the intended offer such Securities, price. For twenty-eight (iv28) the terms days following receipt of such Offer Notice, each of other Shareholders shall have a right to purchase such Offered Interest at the intended offer and (v) price indicated in the Offer Amount Notice, subject to this Section 5.5. Such right shall be exercisable upon delivery of a written reply notice (as defined belowor notices) by the Shareholders to the transferor within such twenty-eight (28) day period. If one or more Shareholders timely deliver such a written reply notice, then such Shareholders shall on a single date promptly (and in any case within sixty (60) days after the expiration of such 28 day period), at the purchase price and on the payment terms specified in the Offer Notice, purchase or cause to be purchased an amount of each type of Company Shares equal to the amount of each type of Company Shares proposed to be sold multiplied in each case by the such Shareholder’s Agreement Ownership Percentage (excluding for the purposes of this calculation in the denominator any Company Shares proposed to be offered). No Shareholder shall be required to sell any Company Shares pursuant to this Section 5.5(a) unless all of the Offered Interest will be purchased by one or more Shareholders. (b) Within fifteen (15) calendar days after receipt of the Notice, each Investor may elect to purchase, at the price and on the terms specified in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its election. (c) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially If all of the Offered Securities which Interest proposed to be sold is not purchased by one or more Shareholders in the Investors have not elected to purchase. Notwithstanding the foregoingmanner specified above, the Company and each transferor may, subject to the provisions of this Article V offer such Offered Interest within two hundred seventy (270) days of the Investors acknowledge and agree date that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed is twenty-eight (28) days after the date of this Agreement the Offer Notice; provided that involves any sale of such Offered Interest must be made at a purchase price that is equal to or greater than the sale and issuance by offer price specified in the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinOffer Notice.

Right of First Offer. Subject (a) If a Shareholder (such Shareholder, an “Offering Shareholder”) desires to Transfer by sale more than 10% of the terms and conditions specified in Common Shares owned by the Shareholder Group of such Shareholder (with such 10% being measured based on the Common Shares owned as of the date of this Section 3Agreement; the shares the subject of such desired sale, the Company hereby grants “Offered Shares”) to each Investor one or more third parties (a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates “Third-Party Purchaser,” which may include buyers in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined belowopen market transactions), the Company shall Offering Shareholder must first make an offering give written notice (the “Offering Shareholder Notice”) to the Shareholders of such Securities to each Investor the other Shareholder Group in accordance with the following provisions: provisions of this Section 3.03. For these purposes, it is understood that (ax) The Company shall deliver any sales in one or a notice series of transactions that are related in any material way (“Notice”for avoidance of doubt, open market sales that do not occur at substantially the same time, even if through the same placement agent or underwriter, are not related) or (y) any sales to each Investor stating any particular Third-Party Purchaser and its affiliates that occur within 12 months of the time of contracting and closing of any such prior sale (i) its intention to offer such Securities for sale, (ii) the number of such Securities to be offered (the “Offered Securities”), (iii) the price, if any, excluding open market sales for which it proposes the buyer is unknown, even if the same placement agent or underwriter is used) shall be aggregated to offer such Securities, (iv) determine whether 10% of the terms Common Shares owned by the Shareholder Group have been transferred for purposes of such offer and (v) the Offer Amount (as defined below)this Section 3.03. (b) Within fifteen The Offering Shareholder shall deliver the Offering Shareholder Notice, in the event that the Offering Shareholder is a Washington Party, to the Tiger Representative, and, in the event that the Offering Shareholder is a Tiger Party, to the Washington Representative, stating its intent to make such Transfer and specifying the number of Offered Shares proposed to be Transferred by the Offering Shareholder, the consideration to be received for such Offered Shares by such Offering Shareholder, which consideration, if in open market sales, may for example be prevailing open market prices at the time of sale (15the “Offer Price”) calendar days after receipt and any other material terms and conditions of the Notice, each Investor may elect to purchase, at proposed Transfer (the price and on the terms specified in the Notice, “ROFO Offer”). The Representative receiving such Securities in an amount up notice shall promptly provide a copy of such notice to the Offer Amount by providing the Company with written notice of its electionShareholders for which such Representative acts as Representative. (c) An election by an Investor pursuant The Offering Shareholder Notice shall constitute a legally binding and irrevocable offer to Section 3.1(b) sell the Offered Shares to purchase Offered Securities shall not be considered a binding commitment the Shareholders of the other Shareholder Group at the Offer Price and on the Investor unless and until the Company receives binding commitments to purchase on the same terms and conditions contained as set forth in the Offering Shareholder Notice substantially all (the “Transfer Consideration”). Upon receipt of the Offering Shareholder Notice, the Washington Representative or the Tiger Representative, as the case may be, shall have five (5) Business Days (the “Acceptance Period”) to accept (“Acceptance”) the Offering Shareholder’s offer as to all, but not less than all, of the Offered Securities Shares by delivering a written notice of such offer (an “Acceptance Notice”) to the Offering Shareholder. “Business Day” means a day other than a Sunday or Saturday or any other day on which the Investors have not elected banks are required to purchasebe closed or are authorized to close in New York, New York, Hong Kong, PRC, or Vancouver, British Columbia. Notwithstanding the foregoing, the Company Any Acceptance must be bona fide and each shall constitute a legally binding and irrevocable acceptance of the Investors acknowledge ROFO Offer. The Washington Parties or the Tiger Parties, as applicable, will determine and agree that Lighthouse shall have allocate among themselves which Shareholder or Shareholders in such Shareholder Group will purchase the opportunity to invest Offered Shares (the “ROFO Purchaser”), and such determination and allocation must be included in the Acceptance Notice. If the Washington Representative or the Tiger Representative, as the case may be, does not less than $250,000 in connection with send an Acceptance Notice within the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investmentAcceptance Period, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may ROFO Offer will be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereindeemed rejected.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes to offer any Securities in a Financing (as defined below)Exchange Act, the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:Investor. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals 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, by such Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the 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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Company’s Certificate of Incorporation), (ii) shares of Common Stock issued in the Offered Securities which IPO, and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Series D Preferred Stock to the Company of at least $3 million. In the event that Lighthouse’s right Additional Purchasers pursuant to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each Subsection 1.3 of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Major Investor a right of first offer with respect to future sales by and Fidelity Investor (each an “Offeree,” and collectively, the Company of its Securities“Offerees”). An Investor Offeree shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it, in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Offeree (“Offeree Beneficial Owners”); provided that each such Affiliate or Offeree Beneficial Owner, as applicable, (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to offer 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 Securities in a Financing (Competitor or FOIA Party shall not be entitled to any rights as defined belowan 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 Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:shares of Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Offeree, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor Offeree may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Offeree (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 Offeree) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities. At the expiration of such twenty (20) day period, the Company shall promptly notify each Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Offeree”) of any other Offeree’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Offeree 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 Offerees were entitled to subscribe but that were not subscribed for by the Offerees 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 Offeree 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 Offerees 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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered offered unless first reoffered to the Offerees in accordance with this Subsection 4.1. Notwithstanding anything to the contrary, the rights set forth in Subsection 4.1 may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Offeree without the written consent of such Offeree, unless such amendment or waiver applies to all Offerees in the same fashion (it being agreed that a binding commitment on waiver of the Investor unless and until provisions of Subsection 4.1 with respect to a particular transaction shall not be deemed to apply to all Offerees in the Company receives binding commitments same fashion if the Offerees approving such waiver remain able to purchase on the terms and conditions contained securities in such transaction, either directly or by assignment of such purchase right to their affiliate(s), where another Offerees is no longer able to purchase securities in such transaction as a result of such waiver). (d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in a Qualified IPO; and (iii) the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Preferred Stock to a Purchaser pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to such Major Investor in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer any Securities in a Financing by the Board of Directors and (as defined below)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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any competitor or FOIA Party shall first make not be entitled to any rights as an offering of such Securities to each Investor in accordance with the following provisions:under Subsections 3.1 or 3.2 hereof). (a) The Company shall deliver a give notice (an “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it the Company proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Restated Certificate), (ii) shares of Common Stock issued in the Offered Securities which IPO and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Series B Preferred pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Company proposes Board of Directors, (y) agrees to offer any Securities in a Financing (as defined below)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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall first make an offering of such Securities not be entitled to each any rights as a Major Investor in accordance with the following provisions:under Section 3.1, Section 3.2 and Section 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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 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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series A-1 Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Offered Securities which Purchase Agreement. (e) Notwithstanding any provision hereof to the Investors have not elected to purchase. Notwithstanding contrary, in lieu of complying with the foregoingprovisions 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Major Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit 4.1(b) before giving effect to the issuance of such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinNew Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesSignificant Investor. An A Significant Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it, in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Significant Investor (“Investor Beneficial Owners”); provided, that, each such Affiliate or Investor Beneficial Owner: (x) has not reasonably been determined to offer any be a Competitor or FOIA Party by the Board of Directors, unless such party’s purchase of New Securities in a Financing is otherwise consented to by the Board of Directors, and (as defined below)y) agrees to enter into this Agreement and each of the Voting Agreement and the Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that, any Competitor or FOIA Party shall first make an offering of such Securities not be entitled to each any rights as a Significant Investor in accordance with the following provisions:under Subsections 3.1, 3.2 and 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Significant Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Significant Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals 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, by such Significant Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Significant Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Significant 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 Significant Investors were entitled to subscribe but that were not subscribed for by the Significant 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 one hundred and twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered offered unless first reoffered to the Significant 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 and (ii) New Securities issued in a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingQualifying Transaction, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance a Non-Qualifying Transaction or any registered offering by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that, each such Affiliate (x) is not a competitor of the Company proposes as reasonably determined by the Board of Directors, unless such party’s purchase of New Securities is otherwise consented to offer by the Board of Directors, (y) agrees to enter into this Agreement and each of the Third 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 Securities in a Financing (competitor of the Company as defined belowreasonably determined by the Board of Directors shall not be entitled to any rights as an Investor under Subsections 3.1, 3.2 or 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Investor holding the fewest number of such Securities to each Investor in accordance with Preferred Stock and any other Derivative Securities. For purposes of this Agreement, neither Celgene Corporation nor its Affiliates are “a competitor of the following provisions:Company”. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock that are not Default Conversion 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 full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities and excluding any Default Conversion Shares). 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 (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 that are not Default Conversion 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, that are not Default Conversion 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 shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of forty-five (45) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Restated Certificate); and (ii) shares of Common Stock issued in the Offered Securities which IPO. (e) Notwithstanding any provision hereof to the Investors have not elected to purchase. Notwithstanding contrary, in lieu of complying with the foregoingprovisions 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage- ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each New Securities. The closing of such sale shall occur within sixty (60) days of the Investors agrees that its respective right date notice is given to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Major Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by that is an “accredited investor” (as defined Rule 501(a) under the Company of its SecuritiesSecurities Act). An 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. Each time For the avoidance of doubt, an Investor that is not an “accredited investor” shall not have any right to be offered or to purchase New Securities from the Company proposes pursuant to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:this Section 4. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar By notification to the Company within 20 days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals 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, by such Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such 20-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 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 Investors were entitled to subscribe but that were not subscribed for by the 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 Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in 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 Investor pursuant 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 Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which IPO or a SPAC Transaction; or (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of Series F Preferred Stock to Additional Purchasers (as defined in the Company’s convertible preferred stock with aggregate gross proceeds Purchase Agreement) pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a competitor of the Company proposes Company, unless such party’s purchase of New Securities is otherwise consented to offer by the Board of Directors, and (y) agrees to enter into 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 Securities competitor shall not be entitled to any rights as an Investor or Major Investor under Subsections 3.1, 3.2 and 4.1 hereof, provided further that a Major Investor shall not be considered a “competitor” solely because such Major Investor has a 10% or less ownership interest in a Financing competitor, and provided further that, for purposes of all applicable provisions in this Agreement, the Funds (as defined below) shall not be considered a “competitor” for any reason), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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 all shares of Common Stock issued pursuant to the “Special Mandatory Conversion” provisions of the Restated Certificate) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments first reoffered to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not elected be applicable to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 (i) Exempted Securities (as defined in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Certificate of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back Incorporation); and (proportionately with all other Investors based on the number of ii) shares of Eligible Securities held by Common Stock issued in the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An 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. Each time For the purposes of this Section 4 only, in the event that the Company proposes to offer any or sell New Securities in for a Financing price per unit less than the Series A Preferred Price (as defined belowin the Restated LLC Agreement), each Founder shall be offered the Company shall same rights of first make an offering of such Securities offer as afforded to each Investor in accordance with the following provisions:this Section 4. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor and, if applicable, each Founder stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, (i) each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Units and any other Derivative Securities then held by such Holder bears to the total Common Units of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Units and other Derivative Securities) and (ii) if applicable, each Founder may elect may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Amount Notice, up to that portion of such New Securities which equals the proportion that the Common Units issued and held by providing Gigamon Systems and allocable to such Founder (with allocation based on the such Founder’s equity interest in Gigamon Systems relative to the equity interests in Gigamon Systems held by other Founders) or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Units and any other Derivative Securities then held by such Founder bears to the total Common Units of the Company with written then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Units and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the securities available to it and, if applicable, each Founder who has elected to purchase or acquire all the securities available to him (each, a “Fully Exercising Holder”) of any other Investor’s or, if applicable, Founder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of its electionsecurities specified above, up to that portion of the New Securities for which Investors and, if applicable, Founders were entitled to subscribe but that were not subscribed for which is equal to the proportion that the Common Units issued and held (or held indirectly through Gigamon Systems, as described in clause (ii) of the first sentence of this paragraph), or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Units and any other Derivative Securities then held, by such Fully Exercising Holder bears to the Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Units and any other Derivative Securities then held, by all Fully Exercising Holders who wish to purchase such unsubscribed securities. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of 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 Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments first reoffered to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingand, if applicable, the Company and each Founders in accordance with this Section 4.1. (d) The right of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth offer in this Section 3.1 would 4.1 shall not permit such $250,000 investment, then each be applicable to (i) Exempted Securities (as defined in the Restated LLC Agreement); (ii) Common Units issued in the IPO; and (iii) those securities described in Section 2.1(c)(ii) of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinRestated LLC Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer 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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Sections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar By notification to the Company within 20 days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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) (such amount, the “Pro Rata Share”). 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 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 Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the 90 day period following the expiration of the periods provided in 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 Investor pursuant 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 Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Series B Preferred Stock to the Company of at least $3 million. In the event that Lighthouse’s right Additional Purchasers pursuant to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each 1.3 of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by and Napo (each an “Offeree” and together, the Company of its Securities“Offerees”). An Investor Offeree shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Offeree (“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 offer 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 Securities in a Financing (Competitor or FOIA Party shall not be entitled to any rights as defined belowan Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Series A Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Offeree, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor Offeree may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Offeree (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 Offeree) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Offeree’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 Offerees were entitled to subscribe but that were not subscribed for by the Offerees 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 one hundred and twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Offerees in accordance with this Subsection 4. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Restated Certificate); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of Series A Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Purchase Agreement. (e) The right of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise first offer set forth in this Section 3.1 would not permit Subsection 4.1 shall terminate with respect to any Offeree who fails to purchase, in any transaction subject to this Subsection 4.1, all of such $250,000 investment, then each Offeree’s pro rata amount of the Investors agrees that its respective right New Securities allocated (or, if less than such Offeree’s pro rata amount is offered by the Company, such lesser amount so offered) to purchase Offered Securities such Offeree pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinSubsection 4.1.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it. in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner agrees to offer any Securities in a Financing (as defined below)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 Company shall first make Investors and the other parties named therein, as an offering of “Investor” under each such Securities to each Investor in accordance with the following provisions:agreement. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which QIPO; (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of Series D Preferred Stock in the Company’s convertible preferred stock with aggregate gross proceeds to Offering; or (iv) shares or securities which the Company of Major Investors holding at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each a majority of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Registrable Securities held by the Investors) in such amounts as may all Major Investors agree, retroactively or prospectively, shall not be necessary deemed to permit the exercise of Lighthouse’s rights as set forth hereinbe New Securities.

Right of First Offer. Subject 3.6.1 If and only if the Second Closing does not occur on or before the Second Closing Deadline as a result of the failure to timely obtain the terms and conditions specified in Shareholder Approval, this Section 33.6 shall apply from and after the Second Closing Deadline until the fifth anniversary thereof. 3.6.2 Except for transfers to Permitted Transferees, the Company hereby grants if Seller desires to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing Dispose (as defined below)in Section 4) of all or any portion of any of the Shares or any economic interest therein to a third party in a privately negotiated transaction, the Company shall first make an offering Seller shall, at least three (3) Business Days prior to such Disposition, email and fax a notice of such Securities to each Investor in accordance with offer (the following provisions: (a) The Company shall deliver a notice (“Offer Notice”) to each Investor stating the Investor. The Offer Notice shall contain (i) its intention the number of Shares that Seller proposes to offer such Securities for sale, Dispose of; (ii) the number name of such Securities to be offered (the “Offered Securities”), proposed third party transferee; (iii) the proposed purchase price, if any, for which it proposes to offer terms of payment and other material terms and conditions of such Securities, proposed transfer; and (iv) an estimate, in Seller’s reasonable judgment, of the fair market value of any non-cash consideration offered by the proposed transferee. The Offer Notice shall be deemed to be an offer of the subject Shares to the Investor on the same terms and conditions as proposed by such third party. Subject to compliance with the Nasdaq Marketplace Rules applicable to the Company, the Investor shall first have the right, but not the obligation, to purchase all, but not less than all, of such offer and (v) the Shares specified in the Offer Amount (as defined below). (b) Within fifteen (15) calendar days after receipt of the Notice, each Investor may elect to purchase, Notice at the price and on the terms specified therein by emailing and faxing notice of such election to Seller within three (3) Business Days after the initial email or fax delivery of the Offer Notice (the “Private Sale Election Period”). The Investor may choose to have a designee purchase any Shares elected by it to be purchased hereunder, and references to the Investor in this Section 3.6.2 shall refer to such designee as the context requires. 3.6.3 Except for transfers to Permitted Transferees, if Seller desires to Dispose of all or any portion of any of the Subsequent Shares in a sale pursuant to Rule 144 or pursuant to the Seller Registration Statement (other than in a privately negotiated transaction, which shall be governed by Section 3.6.2), Seller shall, at least three (3) trading hours prior to such Disposition, email, fax or phone a notice of such offer (the “Offer Notice”) to the Investor. Without limiting the foregoing, in connection with any Offer Notice via phone, the Investor shall use its best efforts to conduct a live phone conversation with either Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxxxx Xxxxxx. The Offer Notice shall contain (i) the number of Shares that Seller proposes to Dispose of and (ii) if pursuant to a proposed block sale at a fixed price, such price, or otherwise, the sales price for the Common Stock reported on Nasdaq’s website (xxx.Xxxxxx.xxx) immediately prior to giving the Offer Notice. The Offer Notice shall be deemed to be an offer of the subject Shares to the Investor at the price set forth in the Offer Notice (the “Trading Price”). Subject to compliance with Nasdaq Marketplace Rules applicable to the Company, the Investor shall first have the right, but not the obligation, to purchase all but not less than all, of the Shares specified in the Offer Notice at the Trading Price by delivering email, fax or phone notice of such election to Seller within three (3) trading hours after the initial email, fax and phone delivery of the Offer Notice (the “Public Sale Election Period”). The Investor may choose to have a designee purchase any Shares elected by it to be purchased hereunder, and references to the Investor in this Section 3.6.3 shall refer to such designee as the context requires. 3.6.4 If the Investor has elected to purchase the subject Shares from Seller, the Disposition of the Common Stock shall be consummated as soon as practicable after the delivery of the election notice, but in any event within the later of (i) five (5) days after the expiration of the Private Sale Election Period or Public Sale Election Period, as applicable, or (ii) one (1) Business Day after expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if applicable. At the closing of the purchase of the subject Shares, Seller shall provide representations and warranties as to title to such securities and that there are no liens or other encumbrances on such securities (other than pursuant to this Agreement) and shall sign stock powers (with signatures guaranteed) for transfer of the subject Shares. In the event the Offer Notice provides for any non-cash consideration for the subject Shares, the Investor and Seller shall negotiate in good faith to determine the all-cash equivalent of the consideration proposed in the Offer Notice. Investor shall only be required to pay cash for the subject Shares being Disposed of by Seller. To the extent that the Investor has not elected to purchase all of the subject Shares being offered, Seller may, within fifteen (15) days after the expiration of the Private Sale Election Period or Public Sale Election Period, as applicable, Dispose of the subject Shares. In the case of a privately negotiated transaction, such Securities in an amount up Disposition shall be to the third parties identified in the Offer Amount by providing Notice at a price no less than 95% of the Company with written notice of its election. (c) An election by an Investor price per share specified in the Offer Notice and on other material terms no more favorable to such third parties than those specified in the Offer Notice. A Disposition following the Investor’s failure to timely elect to purchase pursuant to Section 3.1(b) to purchase Offered Securities 3.6.3 shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments subject to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds any price limits or other restrictions (except as to the Company number of at least $3 millionShares sold). In the event that Lighthouse’s right such Disposition is not consummated within such time period for any reason or, in the case of a privately negotiated transaction, if the price per share or other material terms of such Disposition become materially more favorable to purchase Offered Securities as otherwise set forth such third parties identified in the Offer Notice (which in the case of price for a privately negotiated transaction shall mean less than 95% of the price identified in the Offer Notice), then the restrictions provided for herein shall again be effective, and no Disposition of the subject Shares may be made thereafter without again offering the same to the Investor in accordance with this Section 3.1 would not permit such $250,000 investment3.6. 3.6.5 For purposes of this Agreement, then each “Permitted Transferee” shall mean: (i) the spouse, lineal descendants (including by adoption), heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of Seller (or its Permitted Transferees); (ii) any trust, the beneficiaries of which include only Permitted Transferees referred to in clause (i) and spouses and lineal descendants (including by adoption) of Permitted Transferees referred to in clause (i); (iii) a corporation, partnership or limited liability company, a majority of the Investors equity of which is owned and controlled by Seller or any Permitted Transferees referred to in clauses (i), (ii), or (iii); and (iv) a donee which is a charity; provided, that any such Permitted Transferee referred to in the foregoing clauses other than clause (iv) agrees that its respective right in writing to purchase Offered Securities pursuant to be bound by the terms of this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein3.6.

Right of First Offer. Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver a notice (“Notice”) to each Investor stating (i) its intention If at any time following the date that is nine (9) months after the Filings Completion Date and prior to offer such Securities for sale, (ii) the number distribution of an Asset Pool to the Receiving Partners of such Securities to be offered Asset Pool or their Affiliates (the “Offered SecuritiesDissolution Offer Period”), (iii) such Receiving Partners desire the price, if any, for which it proposes Partnership to offer such Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar days after receipt Transfer all or any portion of the Notice, each Investor may elect Assets (the “Transfer Assets”) in such Asset Pool or any direct or indirect equity interest therein to purchase, at the price and on the terms specified in the Noticeany Person other than such Receiving Partners or their Affiliates, such Securities in an amount up Receiving Partners (the “Dissolution Offering Partners”) shall (or shall cause the Partnership to) first offer to the Offer Amount by providing the Company with written notice of its election. (c) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase sell such Transfer Assets on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds subject to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise conditions set forth in this Section 3.1 would 8.4(x), by giving written notice thereof (the “Dissolution Offer Notice”) to the other Partners or, if applicable, to the Persons who were, immediately prior to the first Distribution Date, the other Partners (the “Dissolution Offeree Partners”). A Dissolution Offer Notice shall specify: (i) the price for the Transfer Assets subject to the Dissolution Offer Notice; (ii) the types of currency (and terms of, if applicable) for payment of such price, which currency may consist only of cash; the assumption of liabilities; debt; common stock; preferred stock; convertible preferred stock; or such other corporate security that (1) is generally accepted by the financial community for use in acquisition transactions and (2) may be replicated by the Dissolution Offeree Partners or its Affiliates (it being expressly understood that securities are to be described in terms replicable by any third party regardless of the identity of the particular issuer); and (iii) all other material terms of the proposed offer to sell, including, without limitation, whether such transaction is to be tax-advantaged or tax-deferred, and all conditions to closing. (ii) If the Dissolution Offeree Partners do not permit such $250,000 investmentaccept within forty-five (45) days the offer set forth in the Dissolution Offer Notice (a “Waiver”), then each at the time of the Investors agrees lapse of such period for acceptance and subject to compliance with the time frames set forth in this Section 8.4(x) for execution of definitive agreements, the Dissolution Offering Partners may cause the Partnership to sell Transfer Assets subject to the Dissolution Offer Notice to a third party that its respective right is not an Affiliate of the Dissolution Offering Partners on terms and conditions determined by the Dissolution Offering Partners; provided that such sale or transfer is: (1) for the types of currency specified in the Dissolution Offer Notice and in at least ninety-five percent (95%) of the minimum amount of each such type of currency set forth in the Dissolution Offer Notice; (2) at a price equal to purchase Offered Securities or greater than ninety-five percent (95%) of the price specified in the Dissolution Offer Notice; and (3) on substantially all of the other material terms specified in the Dissolution Offer Notice, including the conditions to closing. (iii) If the Partnership does not sign definitive agreements for such a sale pursuant to this Section 3.1 8.4(x) within 180 days of the Dissolution Partner Offerees’s Waiver, then the provisions of this Section 8.4(x) shall again be applicable; provided that at any point during such 180-day-period, the Dissolution Offering Partner may submit a new Dissolution Offer Notice and restart the process under this Section 8.4(x); provided further, that if such new Dissolution Offer Notice is not materially different than the prior notice, except as to price, and such price is lower than the price in the prior Dissolution Offer Notice, then the period of time for the Dissolution Offeree Partners to accept the offer set forth in the Dissolution Offer Notice under Section 8.4(x)(ii) with respect thereto shall be cutdeemed to be fifteen (15) days. (iv) If the Dissolution Offeree Partners accept, within the time period set forth in Section 8.4(x)(ii) above, the offer set forth in the Dissolution Offer Notice, upon such acceptance, the terms of such accepted offer shall become binding upon the parties. The Dissolution Offering Partners, the Partnership and the Dissolution Offeree Partners shall negotiate in good faith to enter into more formal agreements within forty-back five (proportionately with all other Investors based 45) days of such acceptance, but it is understood and agreed that the terms of the accepted offer shall be binding upon the parties and the transaction shall be consummated on the number terms set forth in such accepted offer, including being subject to satisfaction of shares of Eligible Securities held all conditions therein. At any time prior to the acceptance by the Investors) Dissolution Offeree Partners of an offer set forth in a Dissolution Offer Notice, the Dissolution Offering Partners may cause the Partnership to distribute their Asset Pool to them or their Affiliates in accordance with and subject to Section 8.4(h), and in such amounts event, such offer shall be void and of no further force or effect. (v) The Dissolution Offeree Partners may assign their rights under this Section 8.4(x) to their Ultimate Parent or any of its Affiliates by delivering written notice of such assignment to the Partnership and the Offeror Partners; provided, that no such assignment shall relieve the Dissolution Offeree Partners of their obligations under this Section 8.4(x). (vi) The Partners and the General Manager shall cooperate in good faith with any attempt to sell Transfer Assets, including by providing reasonable access to books and records subject to the limitations described in Section 5.2(f). The Dissolution Offering Partners shall indemnify and hold harmless the Partnership and its Subsidiaries, the General Manager and the other Partners and their respective Affiliates (the “Non-Selling Indemnified Parties”) for any Damages related to or arising out of sale or attempted sale of Transfer Assets, including all reasonable costs and expenses of negotiations with third parties, and shall cause all representations, warranties and indemnities to be non-recourse to all Non-Selling Indemnified Parties. Subject to the foregoing, the Partnership and its Subsidiaries shall execute such documents in connection with such sale or transfer as may the Dissolution Offering Partners reasonably request. (vii) For the avoidance of doubt, any and all proceeds of the Sale of Transfer Assets shall be necessary allocated to permit the exercise Asset Pool of Lighthouse’s rights the Dissolution Offering Partners and distributed to them as set forth hereinpromptly as possible.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such 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 offer any Securities in a Financing by the Board of Directors, and (as defined below)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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party to whom the foregoing right of first offer is apportioned shall not be entitled to any rights as a Major Investor or Investor, as applicable, under Subsections 3.1, 3.2 and 4.1 hereof but the Investor that so apportioned the right of first make an offering of such Securities offer shall retain all rights hereunder to each Investor which it would otherwise be entitled in accordance with the following provisions:terms hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Preferred Stock on an as converted to Common Stock basis then held by such Major Investor bears to the total Preferred Stock on an as converted to Common Stock basis held by all Major 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 (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 Preferred Stock on an as-converted to Common Stock basis issued and held, then held, by such Fully Exercising Investor bears to the Preferred Stock on an as-converted to Common Stock basis issued and 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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected issuance of shares of Series B Preferred Stock pursuant to purchase. the Purchase Agreement. (e) Notwithstanding any provision hereof to the foregoingcontrary, 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Major Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each New Securities. The closing of such sale shall occur within sixty (60) days of the Investors agrees that its respective right date notice is given to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Major Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it. in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a competitor (provided that neither Foresite, Fidelity nor Xxxxxxxx may be determined to be a competitor of the Company proposes in any event for any purpose hereunder) or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to offer any Securities in a Financing by the Board of Directors and (y) agrees to enter into this Agreement and the Voting Agreement (as defined belowin the Subscription Agreement), 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 and 4.1 hereof, and provided further that neither Foresite nor any of its Affiliates, Fidelity nor Xxxxxxxx may be determined to be a competitor of the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:any event for any purposes hereunder). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Major Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series B Preferred Shares and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series B Preferred Shares and other Derivative 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 (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 Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of all Series B Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series B Preferred Shares 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 one hundred and twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to Certificate of Incorporation); and (ii) Ordinary Shares issued in the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the terms and conditions specified in this Section 33(a) and applicable securities laws, if the Company proposes to offer or sell any New Securities within twelve (12) months after the Closing, the Company hereby grants shall first make an offering of such New Securities to each Series A Investor a right in accordance with the following provisions of first offer with respect to future sales by this Section 3 (the Company of its Securities“RIGHT OF FIRST OFFER”). An A Series A Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners partners, members, and Affiliates in such proportions as it deems appropriate. Each time the Company proposes appropriate subject to offer any applicable securities laws limitations and subject to such Persons who acquire New Securities in becoming a Financing (as defined below), the Company shall first make an offering of such Securities party to each Investor in accordance with the following provisions:this Agreement. (a) i. The Company shall deliver a notice in accordance with the provisions of Section 6(e) hereof (the “NoticeOFFER NOTICE”) to each of the Series B Investor stating (i) its bona fide intention to offer such Securities for sale, New Securities; (ii) the number of such New Securities to be offered (the “Offered Securities”), offered; and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). ii. By written notification received by the Company, within ten (b) Within fifteen (1510) calendar days after receipt mailing of the Offer Notice, each of the Series B Investor may elect to purchasepurchase or obtain, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities that equals the Offer Amount by providing the Company with written notice of its election. (c) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree proportion that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Common Stock issued and held, or issuable upon conversion of the SERIES B PREFERRED STOCK (and any other securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) then held, by such Series A Investor bears to the total number of shares of Common Stock of the Company issued and held, or issuable upon conversion of the SERIES B PREFERRED STOCK then held, by all of the Series B Investor. The Company promptly shall inform in writing Series A Investor that elects to purchase all the shares available to it (each, a “FULLY EXERCISING INVESTOR”) of any other Series A Investor’s failure to do likewise. During the ten (10) day period commencing after receipt of such information, each Fully Exercising Investor shall be entitled to obtain that portion of the New Securities held for which Series B Investor were entitled to subscribe but for which the Series B Investor did not subscribe that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of SERIES B PREFERRED STOCK then held, by such Fully Exercising Investor bears to the Investorstotal number of shares of Common Stock issued and held, or issuable upon conversion of the SERIES B PREFERRED STOCK then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. iii. If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 3(a)(ii) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 3(a)(ii) hereof, offer the remaining unsubscribed portion of such amounts as may New Securities (collectively, the “REFUSED SECURITIES”) to any Person(s) 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 thirty (30) days of the execution thereof, the right provided hereunder shall be necessary deemed to permit be revived and such New Securities shall not be offered unless first reoffered to the exercise of Lighthouse’s rights as set forth herein.Series B Investor in accordance with this Section 3(a)

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer by the Board of Directors, (y) agrees to enter into this Agreement and the Voting Agreement as an “Investor” under each such agreement (provided that any Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Sections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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, but excluding, for avoidance of doubt, options reserved but not 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 (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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company IPO; and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance (iii) grants by the Company to employees and directors who purchase, receive options to purchase, or receive awards of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investmentcapital stock, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held if approved by the Investors) in such amounts as may be necessary to permit Board of Directors, including the exercise of Lighthouse’s rights as set forth hereinRequisite Preferred Director Vote.

Right of First Offer. (a) Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to offer any Securities in a Financing by the Board, and (as defined below)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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor shall first make an offering of such Securities not be entitled to each any rights as a Major Investor in accordance with the following provisions:under Subsections 3.1, 3.2 and 4.1 hereof). (ab) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (bc) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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(c) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (cd) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(c), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(c), 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Major Investors in accordance with this Subsection 4.1. (e) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Certificate of Incorporation); (ii) shares of Preferred Stock issued pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back Purchase Agreement; and (proportionately with all other Investors based on the number of iii) shares of Eligible Securities held by Common Stock issued in the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the provisions of this Section 6.2, from and after the later to occur of (A) July 1, 2014, and (B) the date on which the Building is 100% leased (such later date, the “ROFO Date”) and provided that (i) as of the date of the ROFO Notice (hereinafter defined), there is no Event of Default then continuing, (ii) as of the date of the ROFO Notice, Tenant meets the Occupancy Threshold, and (iii) as of the date on which the Available Space is expected to be delivered to Tenant, there remain at least five (5) years left in the Term (it being understood and agreed that Tenant shall have the right to elect to unconditionally exercise its option to extend the Term pursuant to Section 1.2 above, if any such right remains in force, if necessary to meet this precondition (provided that the determination of the Extension Term Base Rent shall occur as if Tenant provided its Extension Notice twelve (12) months prior to the expiration of the then-current term), Tenant shall have a continuous right of first offer to lease the other rentable areas of the Building (the “ROFO Space”) if, as and when the same shall become available for lease (as reasonably determined by Landlord, the “Available Space”), in their as-is condition, broom clean, free of personal property and decommissioned in accordance with reasonable industry standards, at then-fair market rent (based on such condition) (“ROFO FMR”), for a term co-terminus with the Term hereof, and otherwise upon the terms and conditions specified in this Section 3, the Company hereby grants to each Investor a ROFO Notice. Tenant’s right of first offer with respect under this Section 6.2 is further subject to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions all extension rights existing as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver a notice (“Notice”) to each Investor stating (i) its intention to offer such Securities for sale, (ii) the number of such Securities to be offered (the “Offered Securities”), (iii) the price, if any, for which it proposes to offer such Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar days after receipt of the Notice, each Investor may elect to purchase, at the price and on the terms specified in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its electionROFO Date. (c) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that any such Affiliate or Investor Beneficial Owner (y) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to offer any Securities in a Financing by the Board of Directors, and (as defined below)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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor shall first make not be entitled to any rights as an offering of such Securities to each Investor in accordance with the following provisions:under Subsections 3.1, 3.2 and 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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 or 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) bears to the total Common Stock of the Company held by all Major Investors together then outstanding (assuming full conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by all Major Investors together). 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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Certificate of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back Incorporation); and (proportionately with all other Investors based on the number of ii) shares of Eligible Securities held by Common Stock issued in the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An Each Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:among itself and its Affiliates. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such 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 full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of the failure of any other Investor 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 Investors were entitled to subscribe but that were not subscribed for by the 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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company Restated Certificate) and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of (ii) shares of Common Stock issued in the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants to each Investor a right of shall first offer with respect such New Securities to future sales by the Company of its SecuritiesMajor Investors. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it. in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor ("Investor Beneficial Owners"); provided that each such Affiliate or Investor Beneficial Owner agrees to offer any Securities in a Financing (as defined below)enter into this Agreement and each of the Voting Agreement and Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Company shall first make Investors and the other parties named therein, as an offering of "Investor" under each such Securities to each Investor in accordance with the following provisions:agreement. (a) The Company shall deliver a give notice (“the "Offer Notice”") to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then 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 any other Derivative Securities then held by the Major 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 (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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Series B Preferred Stock to the Company of at least $3 million. In the event that Lighthouse’s right Hercules or Additional Purchasers pursuant to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each 1.2 of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 32.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its Securities(which for purposes hereof, shall include any transferee thereof). An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing , among (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:i) itself and (ii) its permitted transferees. (a) The Company shall deliver a give written notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within thirty (1530) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Warrants then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Warrants). At the expiration of such thirty (30) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 written 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 Investors were entitled to subscribe but that were not subscribed for by the 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 Warrants 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 Warrants then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 2.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 2.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 2.1(b), the Company may, during the period following the expiration of the periods provided in Section 2.1(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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments first reoffered to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each in accordance with this Section 2.1. (d) The right of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth offer in this Section 3.1 would 2.1 shall not permit such $250,000 investment, then each be applicable to (i) shares of the Investors agrees that its respective right to purchase Offered Common Stock reserved under existing employee incentive share pools and (ii) New Securities issued pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held acquisitions by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinCompany.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to offer any Securities in a Financing by the Board of Directors, and (as defined below)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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor shall first make an offering of such Securities not be entitled to each any rights as a Major Investor in accordance with the following provisions:under Subsections 3.1, 3.2 and 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(b). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Certificate of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back Incorporation (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary amended from time to permit time)); (ii) shares of Series B Preferred Stock issued pursuant to the exercise Purchase Agreement; and (iii) shares of Lighthouse’s rights as set forth hereinCommon Stock issued in the IPO.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Major Investor a right of first offer with respect to future sales by the Company of its Securitiesand Penn (each, an “Offeree”). An Investor Offeree shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it, in such proportions as it deems appropriate. Each time , among (i) itself, (ii) its Affiliates, including, with respect to Penn, Osage University Partners, 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 Company proposes Exchange Act, of such Offeree (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) agrees to offer any Securities in a Financing enter into this Agreement and each of (as defined belowi) the Amended and Restated Voting Agreement of even date herewith by and among the Company, the Investors and the other parties named therein (the “Voting Agreement”), and (ii) the Company Amended and Restated 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” or “Key Holder,” as applicable, under each such agreement and (y) 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 (provided, that this subsection (y) shall first make an offering not apply to any Affiliate or Investor Beneficial owner of such Securities to each Investor in accordance with the following provisions:Penn). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Offeree, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor Offeree may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Offeree (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 Offeree) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Offeree”) of any other Offeree’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Offeree 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 Offerees were entitled to subscribe but that were not subscribed for by the Offerees 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 Offeree 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 Offerees who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by an Investor pursuant If all New Securities referred to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Offer Notice substantially all of the Offered Securities which the Investors have are not elected to purchase. Notwithstanding the foregoingbe purchased or acquired as provided in Section 4.1(b), the Company and each may, during the ninety (90) day period following the expiration of the Investors acknowledge periods provided in Section 4.1(b), offer and agree that Lighthouse shall have sell the opportunity remaining unsubscribed portion of such New Securities to invest any Person or Persons at a price not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale than, and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds upon terms no more favorable to the Company of at least $3 million. In offeree than, those specified in the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.Offer

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1, and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time appropriate among itself and its Affiliates; provided that each such Affiliate (x) is not a Competitor of the Company proposes to offer any Securities in a Financing (as defined belowreasonably determined by the Company’s Board of Directors), unless such party’s purchase of New Securities is otherwise consented to by the Company Board of Directors, and (y) agrees to enter into this Agreement and the Voting 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 (as reasonably determined by the Company’s Board of Directors) shall first make an offering of such Securities not be entitled to each any rights as a Major Investor in accordance with the following provisions:under Subsections 3.1, 3.2, 3.3 and 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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 Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 one hundred twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within forty-five (45) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Company’s Certificate of Incorporation); (ii) equity securities issued in the Offered Securities which IPO; and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Series B Preferred Stock to the Company of at least $3 million. In the event that Lighthouse’s right Additional Purchasers pursuant to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each Subsection 1.3 of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 5.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesHolder. An Investor A Holder shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it, in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Holder (“Holder Beneficial Owners”); provided that each such Affiliate or Holder Beneficial Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to offer by the Board, (y) agrees to enter into this Agreement (provided that any Securities in a Financing (Competitor or FOIA Party shall not be entitled to any rights as defined belowan Holder under Subsections 4.1, 4.2 and 5.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Holder holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Holder, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar days By notification to the Company within [***] after receipt of the NoticeOffer Notice is given, each Investor Holder may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such 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 Holder) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such [***] period, the Company shall promptly notify each Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Holder”) of any other Holder’s failure to do likewise. During the [***] period commencing after the Company has given such notice, each Fully Exercising Holder 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 Holders were entitled to subscribe but that were not subscribed for by the 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 Holder 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 Holders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 5.1(b) shall occur within the later of [***] of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 5.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 5.1(b), the Company may, during the [***] period following the expiration of the periods provided in Subsection 5.1(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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within [***] of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Holder s in accordance with this Subsection 5.1. (d) The right of first offer in this Subsection 5.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of Restated Certificate); (ii) shares of Common Stock issued in the Company’s convertible preferred stock with aggregate gross proceeds IPO; and (iii) the issuance of Notes pursuant to the Company of at least $3 millionPurchase Agreement. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.ACTIVE/119579555.22

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants to each Investor a right of shall first offer such New Securities to (i) each Major Investor, and (ii) only in the event that such an offer or sale of New Securities is a financing in which BMS is entitled to participate in accordance with respect the provisions of Section 8.1.2 of the BMS License Agreement – also to future sales by the Company of its SecuritiesBMS. An A 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. Each time ; provided that each such Affiliate (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Company proposes Board of Directors, (y) agrees to offer enter into this Agreement and the 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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Sections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Major Investor and, if applicable in accordance with the foregoing, also to BMS, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within fourteen (1514) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor (and, if applicable in accordance with the foregoing, BMS) may elect to purchasepurchase 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) bears to the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock); provided, that if BMS is entitled to purchase or otherwise acquire a portion of such New Securities in an accordance with Section 8.1.2 of the BMS License Agreement, then the number of New Securities each Major Investor is entitled to purchase or acquire hereunder shall be proportionally reduced to the extent required (if at all required) to allow the sale to BMS of that number of New Securities it has elected to purchase or otherwise acquire in such financing in accordance with Section 8.1.2 of the BMS License Agreement, and provided, further, that, notwithstanding anything to the contrary and unless approved by holders of at least a majority of the Registrable Securities then outstanding and held by the Major Investors, in no event shall BMS be entitled to purchase or otherwise acquire any New Securities in excess of the amount it is entitled to purchase in such financing pursuant to Section 8.1.2 of the BMS License Agreement (i.e. as required in order to maintain its eight percent (8.0%) ownership interest in Company (on a fully diluted basis)). At the expiration of such fourteen (14) 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 upon conversion 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 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 Section 4.1(b) shall occur within the later of one hundred twenty (120) days after the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds reoffered to the Company Major Investors in accordance with this Section 4.1. (d) The right of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth first offer in this Section 3.1 would 4.1 shall not permit such $250,000 investmentbe applicable to (i) Exempted Securities (as defined in the Certificate of Incorporation), then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back and (proportionately with all other Investors based on the number of ii) shares of Eligible Securities held by Common Stock issued in the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein (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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Sections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:shares of Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within ten (1510) calendar business days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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 ten (10) business 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 five (5) business 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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); and (ii) shares of Common Stock issued in the Offered Securities which IPO. (e) Notwithstanding any provision hereof to the Investors have not elected to purchase. Notwithstanding contrary, in lieu of complying with the foregoingprovisions 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Major Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit 4.1(b) before giving effect to the issuance of such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinNew Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing , among (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:i) itself and (ii) its Affiliates. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such 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 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 Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the 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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected issuance of shares of Preferred Stock to purchase. the Purchasers pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the foregoingcontrary, 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Investor, maintain such Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinNew Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An 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. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Notes, 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 full conversion and/or exercise, as applicable, of all Notes, Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the 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 Notes, 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 Notes, 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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation, as amended from time to time); (ii) shares of Common Stock issued in the IPO; and (iii) shares of securities issued in connection with acquisitions by the Company. (e) In lieu of complying with the provisions of Subsections 4.1(a) through (d), unless and until such non-compliance with Subsections 4.1(a) through (d) adversely affects the Investors in any way in which case the Company receives binding commitments will be required to purchase on comply with the terms and conditions contained in the Notice substantially all provisions of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingSubsections 4.1(a) through (d), 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Investor, maintain such Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit 4.1(b) before giving effect to the issuance of such $250,000 investment, then each New Securities. The closing of such sale shall occur within sixty (60) days of the Investors agrees that its respective right date notice is given to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to (a) Any Right of First Offer Transfer by any Shareholder or any Permitted Transferee of the terms and conditions specified in this Section 3Shareholders (the proposed transferor, the Company hereby grants "Transferring Party") will be subject to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself provisions of this Section 3.02. (b) Prior to effecting any Right of First Offer Transfer, the Transferring Party shall deliver a written notice (the "Offer Notice") to the Company, which Offer Notice shall specify (i) the number or amount and its partners description of the Voting Shares intended to be Transferred, (ii) the applicable exception under Section 3.01 pursuant to which such Transfer is being made and Affiliates in such proportions as it deems appropriate. Each time (iii) if applicable, the Company proposes to offer any Securities in a Financing Specified Price (as defined below), . The Offer Notice shall constitute an irrevocable offer to the Company shall first make an offering or its designee, for the period of time described below, to purchase all (but not less than all) of such Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver a notice (“Notice”) to each Investor stating Voting Shares at (i) its intention to offer such Securities for salethe Offer Price (as defined in Section 3.02(c) below), in the case of a Permitted Tender Offer, (ii) the number of such Securities to be offered price set by the Transferring Party in the Offer Notice (the “Offered Securities”"Specified Price"), in the case of a Private Placement, or (iii) the price, if any, for which it proposes to offer such Securities, (iv) Current Market Value as of the terms date of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar days after receipt of the Notice, each Investor may elect to purchase, at the price and on the terms specified in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its electionall other cases. (c) An election by an Investor pursuant For purposes hereof, the "Offer Price" shall mean with respect to Section 3.1(b) any Permitted Tender Offer, the final tender offer or exchange offer price offered per Voting Share in such offer, or any other offer announced prior to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all scheduled expiration date of the Offered Securities initial offer, if higher, taking into account any provisions thereof with respect to proration and any proposed second step or "back-end" transaction. To the extent the Offer Price consists of consideration other than cash or a publicly traded security for which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and a closing market price is published for each Business Day (in which case such non-cash portion of the Investors acknowledge and agree that Lighthouse consideration shall have be equal to the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares Current Market Value determined as of the Company’s convertible preferred stock with aggregate gross proceeds Business Day prior to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each announcement of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may Permitted Tender Offer), such consideration shall be cut-back (proportionately with all other Investors based on the number valued by a determination of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.a 22 18

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer any Securities in a Financing by the Board of Directors and (as defined below)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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall first make an offering of such Securities not be entitled to each any rights as a Major Investor in accordance with the following provisions:under Subsections 3.1, 3.2 and 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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 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 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Series B Preferred Stock pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each Subsection 1.3 of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An 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. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals 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, by such Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the 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 Section 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which IPO; and (iii) the Investors have not elected issuance of shares of Series B Preferred Stock pursuant to purchase. the Purchase Agreement. (e) Notwithstanding any provision hereof to the foregoingcontrary, 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Investor, maintain such Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each New Securities. The closing of such sale shall occur within sixty (60) days of the Investors agrees that its respective right date notice is given to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1, the preemptive rights granted to The Broad Institute, Inc. and its designees pursuant to the Broad License, and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants 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 right of first offer with respect to future sales by the Company of its SecuritiesCompetitor). An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 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 hereof 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 to whom the foregoing right of first offer is apportioned shall not be entitled to any Securities in rights as a Financing (Major Investor or Investor, as defined belowapplicable, under Subsections 3.1, 3.2 and 4.1 hereof), but the Company Investor that so apportioned the right of first offer shall first make an offering of such Securities retain all rights hereunder to each Investor which it would otherwise be entitled in accordance with the following provisions:terms hereof. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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 (such portion the “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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of Incorporation); (ii) shares of Common Stock issued in the Company’s convertible preferred stock with aggregate gross proceeds IPO; and (iii) shares of Series B Preferred Stock issued pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in this Section 34.1, and applicable securities laws, in the event the Company proposes to offer or sell any Additional Equity Securities, the Company hereby grants shall first make an offering of such Additional Equity Securities (the “Offered Securities”) to each Investor a right the Founders and the Investors (the “Offerees”) in accordance with the following provisions of first offer with respect to future sales by the Company of its Securitiesthis Section 4.1. An Investor Any Offeree shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners their partners, members and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a notice notice, in accordance with the provisions of Section 8.4 hereof, (the “Offer Notice”) to each Investor the Offerees stating (i) its bona fide intention to offer such Securities for saleOffered Securities, (ii) the number of such Offered Securities to be offered (to the “Offered Securities”)Offerees, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such Offered Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By written notification received by the Company, within twenty (1520) calendar days after receipt mailing of the Offer Notice, each Investor Offeree may elect to purchasepurchase or obtain its pro-rata share of the Offered Securities, at the price and on the terms specified in the Offer Notice. For purpose of this Section 4.1(b), the “pro-rata share” shall be the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Securities in an amount up Offeree, bearing to (b) the total number of Ordinary Shares of the Company (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the Offer Amount issuance of Additional Equity Securities. The Company shall promptly, in writing, inform each Offeree that elects to purchase all the shares available to it (each, a “Fully-Exercising Holder”) of any other Offeree’s failure to do likewise. During the ten (10) day-period commencing immediately after receipt of such information, each Fully-Exercising Holder shall be entitled to obtain that portion of the Offered Securities for which any of the Offerees were entitled to subscribe but which were not subscribed for by providing the Company with written notice Offerees which is equal to the proportion calculated by dividing the number of its electionOrdinary Shares issued and held, or issuable upon conversion of Preferred Shares then held by such Fully-Exercising Holder by the total number of Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all Fully-Exercising Holders who wish to purchase such unsubscribed Offered Securities. (c) An election by an Investor pursuant If all Offered Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 3.1(b4.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) hereof, offer the remaining unsubscribed portion of such Offered Securities (collectively, the “Refused Securities”) to purchase 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 Offered Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds reoffered to the Company Offeree in accordance with this Section 4.1. (d) The right of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise first offer set forth in this Section 3.1 would 4.1 may not permit be assigned or transferred except that such $250,000 investment, then each right is assignable by an Investor to any Affiliate of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinInvestor.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner agrees to offer any Securities in a Financing (as defined below)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 Company shall first make Investors and the other parties named therein, as an offering of “Investor” under each such Securities to each Investor in accordance with the following provisions:agreement. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the Offered Securities which QIPO; (iii) the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Series F Preferred Stock pursuant to the Company of Purchase Agreement; or (iv) shares or securities which the Major Investors holding at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each a majority of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Registrable Securities held by the Investors) in such amounts as may all Major Investors agree, retroactively or prospectively, shall not be necessary deemed to permit the exercise of Lighthouse’s rights as set forth hereinbe New Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants to each Investor a right of shall first offer with respect such New Securities to future sales by the Company of its SecuritiesInvestors. An Each Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes to offer any Securities in a Financing (as defined below)Exchange Act, the Company shall first make an offering of such Securities Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner agrees to each Investor in accordance with the following provisions:enter into this Agreement as an “Investor”. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor the Investors, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By written notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Common Stock and other Derivative Securities). The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of sixty (60) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered 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) shares of Common Stock issued by reason of a binding commitment dividend, stock split, split-up or other distribution on the Investor unless and until shares of Common Stock; (ii) shares of Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company receives binding commitments or any of its subsidiaries pursuant to purchase on a plan, agreement or arrangement approved by the Board of Directors of the Company; (iii) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms and conditions contained in of such option or convertible security; (iv) shares of Common Stock 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 Notice Board of Directors of the Company; (v) shares of Common Stock issued pursuant to the acquisition of another corporation by the Company by merger, purchase of all or substantially all of the Offered Securities which assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Investors have Board of Directors of the Company; (vi) shares of Common Stock issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company; (vii) shares of Common Stock issued in the IPO; or (viii) the issuance of shares of Common Stock to Nationwide Children’s Hospital and/or The Ohio State University pursuant to the Company’s contractual obligations to Nationwide Children’s Hospital in effect as of the date hereof. In addition, each Investor who is party to the Prior Agreement hereby agrees and acknowledges that Section 4 of the Prior Agreement shall not elected be applicable to purchasethe issuance of any shares of Class D Common Stock pursuant to the Purchase Agreement (and hereby waives any and all notice requirements in connection therewith). Notwithstanding the foregoingLastly, the Company shall not be obligated under this Subsection 4.1 to sell any securities to any Person, including but not limited the Investors, who does not qualify as an accredited investor (as such term is defined in Rule 501 as promulgated under the Securities Act) at the time of such offering or sale of New Securities. (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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of New Securities at least $3 million. In the event price per share such New Securities were sold for that Lighthousewould, if purchased by such Investor, maintain such Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each New Securities. The closing of such sale shall occur within sixty (60) days of the Investors agrees that its respective right date notice is given to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject (a) If either GIP or the WS Group decides at any time after the expiration of the Lock-up Period, to sell all (but not part) of the Shares, it shall first offer them to be sold to the other Party (the “First Offer Right”). For the avoidance of doubt, (i) the Parties agree that any allowed Transfer of Shares under this Agreement (other than those to Permitted Transferees) shall require the transfer of 100% of the Shares owned by such Party and (ii) that the Supermajority Matters do not restrict the right of the Parties to undertake an allowed Transfer of Shares; and (iii) that in the case a Party intends a Transfer of Shares by means of the transfer of the Shares of CIESA owned by PEPCA, Petrobras Hispano and/or the CIESA Trust, such indirect Transfer of Shares shall be subject to: (a) fulfillment of all conditions and obligations pursuant to Article IV hereto, (b) assumption by the Selling Party of all tax costs for PEPCA, Petrobras Hispano and/or the CIESA Trust triggered by such indirect transfer; (c) compliance with Applicable Laws and any regulatory authorizations required: and (d) that the indirect transfer does not adversely affect the rights of the Non-Selling Party as Shareholder of either PEPCA, Petrobras Hispano or the CIESA Trust, as a the case may be. (b) In order to allow a Party to exercise the First Offer Right (the “Selling Party”), the Selling Party shall provide to the other Party (the “Non-Selling Party”) a written notice informing that it is willing to sell all of the Selling Party’s Shares (the “FOR Shares”), the price –payable in cash- upon which it is willing to sell the FOR Shares, payment manner and all other material terms and conditions (a “Section 4.3 FOR Notice”). Section 4.3 FOR Notice shall be deemed an irrevocable offer to sell to the Non-Selling Party the FOR Shares subject to the terms and conditions specified in this Section 3, set forth therein and the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver a notice (“Notice”) to each Investor stating (i) its intention to offer such Securities for sale, (ii) the number of such Securities to be offered (the “Offered Securities”), (iii) the price, if any, for which it proposes to offer such Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar days after receipt other applicable term of the Notice, each Investor may elect to purchase, at the price and on the terms specified in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its electionAgreement. (c) An election Each Party may exercise its First Offer Right and purchase the FOR Shares under the terms set forth in the Section 4.3 FOR Notice, by an Investor delivering written notice (a “FOR Exercise Notice”) to the Non-Selling Party, with a copy to the SC, within twenty (20) Business Days after receiving the Section 4.3 FOR Notice (the “FOR Exercise Notice Period”). Non-Selling Party may acquire the FOR Shares directly or through any of its Affiliates. (d) If the Non-Selling Party does not elect to purchase the FOR Shares by the end of the FOR Exercise Notice Period, then the Selling Party may Transfer the FOR Shares to any third party to the extent the payable purchase price is equal or higher than the price set forth in the Section 4.3 FOR Notice and subject to the general requirements for Transfer set forth in Section 4.1 hereof; provided, however that if such Transfer to a third party is not consummated within ninety (90) Business Days from the date the FOR Exercise Notice Period lapsed (the “Third-Party Selling Period”), then Selling Party shall be required to commence a new process pursuant to Section 3.1(b) 4.3 if it wishes to purchase Offered Securities Transfer Shares to a third party and the relevant FOR Shares shall not be considered a binding commitment on Transferred without fully complying again with the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all provisions of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingthis Section 4.3. (e) If Non-Selling Party exercises its First Offer Right, the Company and each of the Investors acknowledge and agree that Lighthouse closing shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after take place within thirty (30) Business Days following the date of this Agreement that involves the sale and issuance receipt by the Company of shares Selling Party of the Company’s convertible preferred stock with aggregate gross proceeds FOR Exercise Notice. Selling Party shall give representations and warranties on (v) its ownership of the FOR Shares, (w) its authority to Transfer the FOR Shares, (x) the non-violation by such Transfer of any applicable law or contractual restriction, (y) the validity of such Transfer to the Non-Selling Party (or the designated Affiliate) in any Transfer document to be executed and delivered by them, and (z) such other customary representations and warranties. As a condition to closing, the Selling Party shall deliver letters of resignations from the members of the SC, the Boards of Petrobras Hispano, PEPCA, CIESA, TGS and any other TGS Group Company of at least $3 million. In the event that Lighthouse’s right to and statutory audit committee members nominated by Selling Party. (f) The purchase Offered Securities as otherwise price set forth in this the Section 3.1 would not permit such $250,000 investment, then each 4.3 FOR Notice shall be paid to the Selling Party upon delivery of the Investors agrees that documentation required for the registration of the Transfer of the FOR Shares in favor of non-Selling Party or its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back designee. (proportionately with all other Investors based on g) Each of the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinWS Group and GIP or its designee shall bear its own taxes, costs and expenses (including legal fees).

Right of First Offer. (a) Subject to the terms and conditions specified in this Section 38.01, the Company hereby grants to each Investor a Holder the right of first offer with respect to future sales by purchase a pro rata share of New Securities (as hereinafter defined) which the Company may, from time to time, propose to sell and issue; provided, however, that any Holder shall have such right of its first offer only if the percentage of outstanding Common Stock owned (or into which the Shares are convertible) by such Holder would be diluted by 10% or more in the aggregate by any such sale (or any series of sales over any 48 month period) of New Securities. An Investor A Holder's pro rata share, for purposes of this right of first offer, is the ratio of the number of shares of Common Stock owned by such Holder immediately prior to the issuance of the New Securities, assuming full conversion of the Shares, to the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities, assuming full conversion of the Shares. Subject to applicable securities laws, each Holder shall have a right of over allotment such that if any Holder fails to exercise its right under hereunder to purchase its pro rata share of New Securities, the other Holders may purchase the nonpurchasing Holder's portion or a pro rata basis within 10 days from the date such nonpurchasing Holder fails to exercise its right hereunder to purchase its pro rata share of New Securities. Each Holder shall be entitled to apportion the right of first offer hereby granted among itself and its partners partners, shareholders and Affiliates affiliates in such proportions as it deems appropriate. Each time As used in this Article VIII, "Holders" means the Company proposes to offer Purchasers and any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver a notice (“Notice”) to each Investor stating (i) its intention to offer such Securities for sale, (ii) the number of such Securities to be offered (the “Offered Securities”), (iii) the price, if any, for which it proposes to offer such Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar days after receipt of the Notice, each Investor may elect to purchase, at the price and on the terms specified in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its election. (c) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree persons or entities that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of beneficially own shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinSeries A Convertible Preferred Stock.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a competitor, as reasonably determined by the Board, or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to offer by the Board, (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 Securities in competitor, as reasonably determined by the Board, or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:shares of Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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 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 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 one hundred 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); and (ii) shares of Common Stock issued in the Offered Securities which IPO. (e) Notwithstanding any provision hereof to the Investors have not elected to purchase. Notwithstanding contrary, in lieu of complying with the foregoingprovisions 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Major Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinNew Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer by the Board of Directors and each other Major Investor, (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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (5% Holder or a Major Investor under Sections 3.1, 3.2, 3.3 and 4.1 hereof, as defined belowapplicable), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals 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, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90)-day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities; and until the Company receives binding commitments to purchase on the terms and conditions contained (ii) shares of Common Stock issued in the Notice substantially all IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingprovisions 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Major Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit 4.1(b) before giving effect to the issuance of such $250,000 investment, then each New Securities. The closing of such sale shall occur within sixty (60) days of the Investors agrees that its respective right date notice is given to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Major Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. (a) Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants 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 right Competitor of first offer with respect to future sales by the Company of its SecuritiesCompany. An A 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. Each time , provided that each such Affiliate (x) is not a Competitor of the Company proposes as reasonably determined by the Board of Directors, and (y) agrees to enter into this Agreement and the 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 shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and 4.1 hereof). (b) Notwithstanding anything to the contrary herein, for so long as TRV is deemed a Major Investor, TRV shall have the right to apportion its right of first offer any of New Securities in pursuant to Section 4.1(a) among itself, its Affiliates, and such unaffiliated third parties as TRV reasonably deems appropriate (each such Affiliate or unaffiliated third party, a Financing (as defined below“Permitted TRV Transferee”), provided that each such Permitted TRV Transferee (x) is not a Competitor of the Company shall first make an offering as reasonably determined by the Board of such Securities Directors, and (y) agrees to each Investor in accordance enter into or join this Agreement and any other stockholder agreement with the following provisions:Company that TRV 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 shall provide the Company with advanced written notice of any such apportionment of rights to a Permitted TRV Transferee prior to the deadline set forth in Section 4.1(e) by which TRV is required to notify the Company of TRV’s or its Permitted TRV Transferees’ as applicable, intention to exercise its right of first offer with respect to a given issuance of New Securities, and TRV and the Permitted TRV Transferee shall provide the Company with such other information as the Company reasonably requests in connection with such apportionment of rights to such Permitted TRV Transferee. (ac) Notwithstanding anything to the contrary herein, for so long as JJDC is deemed a Major Investor, JJDC shall have the right to apportion its right of first offer of New Securities pursuant to Section 4.1(a), and in the same proportion as TRV elects to apportion under Section 4.1(b) above, among itself, its Affiliates, and such unaffiliated third parties as JJDC reasonably deems appropriate (each such Affiliate or unaffiliated third party, a “Permitted JJDC Transferee”), provided that each such Permitted JJDC Transferee (x) is not a Competitor of the Company as reasonably determined by the Board of Directors, and (y) agrees to enter into or join this Agreement and any other stockholder agreement with the Company that JJDC is party to or would become a party to if it exercised its right of first offer, as an “Investor” under each such agreement. JJDC shall provide the Company with advanced written notice of any such apportionment of rights to a Permitted JJDC Transferee prior to the deadline set forth in Section 4.1(e) by which JJDC is required to notify the Company of JJDC’s or its Permitted JJDC Transferees’ as applicable, intention to exercise its right of first offer with respect to a given issuance of New Securities, and JJDC and the Permitted JJDC Transferee shall provide the Company with such other information as the Company reasonably requests in connection with such apportionment of rights to such Permitted JJDC Transferee. (d) Notwithstanding anything to the contrary herein, for so long as ARCH is deemed a Major Investor, ARCH shall have the right to apportion its right of first offer of New Securities pursuant to Section 4.1(a), and in the same proportion as TRV elects to apportion under Section 4.1(b) above, among itself, its Affiliates, and such unaffiliated third parties as ARCH reasonably deems appropriate (each such Affiliate or unaffiliated third party, a “Permitted ARCH Transferee”), provided that each such Permitted ARCH Transferee (x) is not a Competitor of the Company as reasonably determined by the Board of Directors, and (y) agrees to enter into or join this Agreement and any other stockholder agreement with the Company that ARCH is party to or would become a party to if it exercised its right of first offer, as an “Investor” under each such agreement. ARCH shall provide the Company with advanced written notice of any such apportionment of rights to a Permitted ARCH Transferee prior to the deadline set forth in Section 4.1(e) by which ARCH is required to notify the Company of ARCH’s or its Permitted ARCH Transferees’ as applicable, intention to exercise its right of first offer with respect to a given issuance of New Securities, and ARCH and the Permitted ARCH Transferee shall provide the Company with such other information as the Company reasonably requests in connection with such apportionment of rights to such Permitted ARCH Transferee. (e) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (bf) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the Offer Amount proportion that the Common Stock then held by providing 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) bears to the total number of shares of Common Stock of the Company with written notice then outstanding (assuming full conversion and/or exercise, as applicable, of its election. all Preferred Stock and other Derivative Securities then outstanding). At the expiration of such twenty (c20) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingday period, the Company and 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 such Major Investors acknowledge and agree were entitled to subscribe, but that Lighthouse shall have the opportunity to invest were not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance subscribed for by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds Major Investors, which is equal to the Company proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of at least $3 million. In the event that Lighthouse’s right Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible 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 held then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to Section 4.1(b) or (c) shall occur within the Investorslater of one hundred twenty (120) days after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(d). (g) If fewer than all New Securities referred to in the Offer Notice are elected to be purchased or acquired as provided in Section 4.1(e), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(e), offer and sell the remaining unsubscribed portion of such amounts 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 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 Section 4.1. (h) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Certificate of Incorporation), (ii) shares of Common Stock issued in the IPO and (iii) for the avoidance of doubt, the issuance of shares of Series B Preferred Stock to the Purchasers (as defined in the Purchase Agreement) pursuant to Section 1.2(b) of the Purchase Agreement. (i) The rights of the Major Investors to purchase New Securities under this Section 4.1 may be necessary modified or waived in accordance with Section 6.6; provided, however, that in the event such rights to permit purchase New Securities under this Section 4.1 are waived and any Major Investor(s) purchase New Securities, the exercise Company shall give notice to the other Major Investors within thirty (30) days after the initial issuance of LighthouseNew 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 rights percentage-ownership position, calculated as set forth hereinin Section 4.1(e) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An 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. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals 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, by such Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the 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 Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on the Investor offered unless and until the Company receives binding commitments first reoffered to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not elected be applicable to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 (i) Exempted Securities (as defined in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Certificate of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back Incorporation) and (proportionately with all other Investors based on the number of ii) shares of Eligible Securities held by Common Stock issued in the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinIPO.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Major Investor a right and The Board of first offer with respect to future sales by Trustees of the Company University of its SecuritiesIllinois (the “University Investor”). An A Major Investor and the University Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates 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. Each time The University Investor shall be permitted to apportion its right of first offer granted hereby to other individuals or entities that are not competitors of the Company; provided, that the University Investor provides the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering with prior written notice of such Securities to each Investor in accordance with the following provisions:assignment. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Major Investor and the University Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor and the University Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the Offer Amount quotient determined by providing dividing (A) (i) the shares of Common Stock then held by such Major Investor that have been issued or are 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 (excluding any University Shares) and (ii) the University Shares, by (B) the total Common Stock of the Company with written notice then outstanding (assuming full conversion and/or exercise, as applicable, of its election. all Preferred Stock and other Derivative Securities). At the expiration of such twenty (c20) An election by an Investor pursuant to Section 3.1(b) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingday period, the Company and 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 Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed ten (10) day period commencing after the date of this Agreement that involves the sale and issuance Company has given such notice, each Fully Exercising Investor may, by the Company of shares of giving notice to the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right , elect to purchase Offered Securities as otherwise set forth or acquire, in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right addition to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares specified above, up to that portion of Eligible the New Securities held for which Major Investors were entitled to subscribe but that were not subscribed for by the InvestorsMajor Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) in upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such amounts Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as may be necessary applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to permit purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the exercise later of Lighthouse’s rights as set forth herein.ninety (90) days of the

Right of First Offer. Subject to the terms and conditions specified in of this Section 34.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes 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 offer by the Board of Directors, (y) agrees to enter into this Agreement and each of the 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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Sections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen (15) calendar By notification to the Company within 20 days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all shares of Preferred Stock and any other Derivative Securities then outstanding). 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 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 Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Section 4.1(c). (c) An election by If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the 90 day period following the expiration of the periods provided in 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 Investor pursuant 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 Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments to purchase on the terms and conditions contained Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to: (i) Exempted Securities (as defined in the Notice substantially all Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of the Offered Securities which shares of Series B Preferred Stock pursuant to the Investors have not elected Purchase Agreement. (e) Notwithstanding any provision hereof to purchase. Notwithstanding the foregoingcontrary, 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Major Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after 20 days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit 4.1(b) before giving effect to the issuance of such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinNew Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) agrees to offer 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 Securities in a Financing competitor shall not be entitled to any rights as an Investor or Major Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (y) is an “accredited investor” (as such term is defined belowin Rule 501 of Regulation D promulgated under the Securities Act), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) 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 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 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered 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 Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO (other than with respect to the rights of each Series A Lead as provided in Subsection 4.1(e) below); and (iii) the issuance of shares of Series A Preferred Stock pursuant to the Purchase Agreement. (e) In connection with an IPO, in the event a binding commitment on Series A Lead indicates a desire to purchase shares of the Investor unless Common Stock in such IPO, then, subject to compliance with all applicable securities laws and until regulations (including, without limitation, applicable rules promulgated by the Financial Industry Regulatory Authority and other such self-regulating organizations), the Company receives binding commitments shall, and shall require the managing underwriter or underwriters of such IPO to, offer to such Series A Lead, on terms at least as favorable and at the same price as those granted to any other purchasers of Common Stock in such IPO, the opportunity to purchase on up to fifteen percent (15%) of the terms and conditions contained shares offered to the public in such IPO. If the allocations set forth in the Notice substantially all first sentence of this Subsection 4.1(e) are not permissible because of compliance with applicable securities laws and regulations, each Series A Lead shall be entitled to purchase in a separate private placement (which may be conducted, in whole or in part, concurrently with the Offered Securities IPO) the same number of shares of Common Stock as provided in the immediately preceding sentence, which shares shall be at the Investors have not elected same price issued in the IPO and shall be deemed to purchasebe Registrable Securities. Notwithstanding the foregoing, in the event that the Board of Directors of the Company, following consultation with outside legal counsel to the Company and the managing underwriter or underwriters, believes in good faith that the allocation of shares pursuant to this Subsection 4.1(e) would be materially detrimental to the success of the IPO and/or the separate private placement, the Company and each Series A Lead agree to negotiate in good faith to the extent reasonably necessary to prevent such material detriment (including, without limitation, by discussing a reasonable reduction to the aggregate allocation hereunder). With respect to the Fidelity Investors, (i) for purposes of the rights under this provision, shares shall be aggregated among the Fidelity Investors acknowledge and agree that Lighthouse shall have (ii) the opportunity foregoing rights may be exercised by Fidelity on behalf of funds and accounts advised or sub-advised by Fidelity (including the Fidelity Investors). With respect to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares Avidity, for purposes of the Company’s convertible preferred stock with aggregate gross proceeds rights under this provision, shares shall be aggregated among the entities comprising Avidity. With respect to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment5AM Ventures, then each for purposes of the Investors agrees that its respective right to purchase Offered Securities pursuant to rights under this Section 3.1 may provision, shares shall be cut-back (proportionately with all other Investors based on aggregated among the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinentities comprising 5AM Ventures.

Right of First Offer. Subject (a) Any Management Stockholder wishing to the terms and conditions specified in this Section 3, the Company hereby grants to each Investor Transfer Equity Securities (other than a right of first offer with respect to future sales by the Company of its Securities. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor Transfer in accordance with Section 3.01(b)) must inform the following provisions:Investor of such intent in writing specifying the number of Equity Securities (the “Offered Shares”) it intends to Transfer. (ab) The Company shall deliver a By delivering such written notice (“Notice”) of intent, the Management Stockholder represents and warrants to each the Investor stating that (i) its intention the Management Stockholder has (and will have on the closing date of any purchase of such Offered Shares by the Investor pursuant to offer such Securities for salethis Section 3.02) full right, title and interest in and to the Offered Shares, (ii) the number Management Stockholder has (and will have on the closing date of any purchase of such Securities Offered Shares by the Investor pursuant to be offered (this Section 3.02) all the “necessary power and authority and has taken all necessary action to sell such Offered Securities”)Shares as contemplated by this Section 3.02, and (iii) the price, if any, for which it proposes Offered Shares are (and will be on the closing date of any 8 CPAM: 10212011.2 purchase of such Offered Shares by the Investor pursuant to offer such Securities, (ivthis Section 3.02) free and clear of any and all Liens other than those arising as a result of or under the terms of such offer this Agreement and (v) the Offer Amount (other than Permitted Liens, which shall, as defined below). (b) Within fifteen (15) calendar days after receipt of the Notice, each closing date of any purchase of such Offered Shares by the Investor may elect pursuant to purchase, at this Section 3.02 be released by the price and on the terms specified in the Notice, such Securities in an amount up to the Offer Amount by providing the Company with written notice of its electionholder thereof. (c) An election Upon receipt of such written notice of intent, the Investor shall have the right to offer to purchase all (but not less than all) of the Offered Shares by an Investor pursuant to Section 3.1(bdelivering a written notice (a “ROFO Offer”) to purchase Offered Securities shall not be considered a binding commitment on the Investor unless and until the Company receives binding commitments Management Stockholder stating that it offers to purchase such Offered Shares on the terms and conditions contained (including price) specified therein. Any ROFO Offer so delivered on or before the date that is 15 Business Days after receipt by the Investor of such written notice of intent (the “ROFO Notice Period”) shall be binding upon delivery and irrevocable by the Investor. (d) Upon receipt of any ROFO Offer, the Management Stockholder shall have the right to accept the offer set forth therein by delivering a written acceptance (the “ROFO Acceptance”) of the ROFO Offer to the Investor on or before the date that is 15 Business Days after receipt by the Management Stockholder of the ROFO Offer (the “ROFO Acceptance Period”). Any ROFO Acceptance so delivered on or before the expiration of the ROFO Acceptance Period shall constitute a binding agreement of the Management Stockholder to sell and the Investor to purchase, the Offered Shares on the terms and conditions set forth in the ROFO Offer. Any such sale shall be consummated on the 5th Business Day after receipt by the Investor of the ROFO Acceptance, or as otherwise agreed between the Management Stockholder and Investor. (e) If the Investor does not deliver a ROFO Offer during the ROFO Notice substantially Period it shall be deemed to have waived all of its rights to purchase the Offered Shares under this Section 3.02, and the Management Stockholder shall thereafter be free to market and Transfer on or before the date that is 60 Business Days after the expiration of such ROFO Notice Period the Offered Shares, subject to the provisions of Section 3.03, to any Person. If the Management Stockholder does not so Transfer the Offered Shares on or before the date that is 60 Business Days after the expiration of such ROFO Notice Period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be offered to any person unless the Management Stockholder again complies with this Section 3.02. (f) If the Investor does deliver a ROFO Offer in accordance with this Section 3.02, and the Management Stockholder does not deliver a ROFO Acceptance prior to the expiration of the ROFO Acceptance Period, the Management Stockholder may, during the 60 Business Day period following the expiration of the ROFO Acceptance Period, subject to the provisions of Section 3.03, market and Transfer all of the Offered Securities which the Investors have not elected Shares to purchase. Notwithstanding the foregoing, the Company any Person on terms and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity conditions no more favorable to invest not less such Person than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise those set forth in the ROFO Offer. If the Management Stockholder does not Transfer the Offered Shares within such period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be offered for Transfer to any Person unless the Management Stockholder again complies with this Section 3.1 would not permit such $250,000 investment3.02. (g) Each Management Stockholder participating in a sale contemplated by this Section 3.02 shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 3.02 including, then each without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. (h) At the closing of the Investors agrees that its respective right to any sale and purchase Offered Securities pursuant to this Section 3.1 may 3.02, the Management Stockholder shall deliver to the Investor a certificate or certificates representing the Offered Shares to be cut-back sold (proportionately if any), accompanied by stock powers with signatures guaranteed and all other Investors based on necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the number purchase price therefor from the Investor by certified or official bank check or by wire transfer of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.immediately available funds. CPAM: 10212011.2

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Company proposes Board of Directors, (y) agrees to offer 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 Securities in Competitor or FOIA Party shall not be entitled to any rights as a Financing (as defined belowMajor Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Company shall first make an offering Major Investor holding the fewest number of such Securities to each Investor in accordance with the following provisions:Preferred Stock and any other Derivative Securities. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount 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) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative 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 (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 ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered 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) shares of Common Stock, options or convertible securities issued as a binding commitment dividend or distribution on the Investor unless and until Preferred Stock; (ii) shares of Common Stock, options or convertible securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (iii) shares of Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company receives binding commitments or any of its subsidiaries pursuant to purchase on a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) shares of Common Stock or convertible securities actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms and conditions contained of such option or convertible security; (v) 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 of Directors of the Company; (vi) securities issued solely in consideration for the Notice acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the Offered Securities which stock or assets of any other entity approved by the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each Board of Directors of the Investors acknowledge and agree that Lighthouse shall have Company; (vii) shares of Common Stock issued in the opportunity to invest not less than $250,000 in connection with IPO; or (viii) the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of shares of Series A Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company’s convertible preferred stock with aggregate gross proceeds to the Company Purchase Agreement. (e) The right of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise first offer set forth in this Section 3.1 would not permit 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 $250,000 investment, then each Major Investor’s pro rata amount of the Investors agrees that its respective right 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 purchase Offered Securities such Major Investor pursuant to this Section 3.1 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 be cut-back elect to give notice to the Major Investors within thirty (proportionately with all other Investors based on 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 shares of Eligible New Securities held that would, if purchased by the Investors) in such amounts as may be necessary to permit the exercise of LighthouseMajor Investor, maintain such Major Investor’s rights percentage-ownership position, calculated as set forth hereinin 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 specified in this Section 34.1, and applicable securities laws, in the event the Company proposes to offer or sell any New Securities, the Company hereby grants shall first make an offering of such New Securities to each Investor and Stockholder (for purposes of this Section 4.1 only, each a right “Major Investor,” and collectively, “Major Investors”) in accordance with the following provisions of first offer with respect to future sales by the Company of its Securitiesthis Section 4.1. An A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners partners, members and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Securities in a Financing (as defined below), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions:. (a) The Company shall deliver a notice notice, in accordance with the provisions of Section 6.6 hereof (the “Offer Notice”) ), to each Investor of the Major Investors stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By written notification received by the Company, within twenty (1520) calendar days after receipt mailing of the Offer Notice, each Investor of the Major Investors may elect to purchasepurchase or obtain, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the Offer Amount proportion that the number of shares of Common Stock issued and held (and any other securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) by providing such Major Investor bears to the total number of shares of Common Stock of the Company with written notice then outstanding (assuming full conversion and exercise of its electionall convertible or exercisable securities). The Company shall promptly, in writing, inform each Major Investor that elects to purchase 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 receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the New Securities for which Major Investors were entitled to subscribe but which 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 by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held by all Fully-Exercising Investors who wish to purchase such unsubscribed shares. (c) An election by an Investor pursuant If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 3.1(b4.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) hereof, offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to purchase Offered 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 thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Major Investors in accordance with this Section 4.1. (d) The right of first offer in this Section 4.1 shall not be applicable to: (i) shares of Common Stock issued or deemed issued to purchase on the terms and conditions contained in the Notice substantially all of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingemployees or directors of, or consultants to, the Company and each or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board; (ii) shares of Series C Preferred Stock issued in a transaction or series of transactions in a bona fide private financing transaction of the Investors acknowledge and agree that Lighthouse shall have Company; (iii) shares of Common Stock issued in an IPO; (iii) the opportunity issuance of securities pursuant to invest not less than $250,000 the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iv) securities issued in connection with any stock split or stock dividend of the first Financing completed Company; (v) 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 unanimously approved by the Board; (vi) the issuance of stock, warrants or other securities or rights to persons or entities with which the Company has business relationships provided such issuances are for other than primarily capital raising purposes and provided that at the time of any such issuance, the aggregate of such issuance and similar issuances in the preceding twelve month period do not exceed one percent (1%) of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); or (vii) the issuance of up to an aggregate of 250,000 shares of Common Stock, or the grant of options or warrants therefor, in connection with any present or future borrowing, line of credit, leasing or similar financing arrangement approved by the Board, including at least one Investor-Designated Director and by a majority of the members of the Board who are not employees of the Company or any subsidiary. (e) 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 of this Agreement that involves the sale and issuance by the Company receipt of shares of the Company’s convertible preferred stock with aggregate gross proceeds such notice to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Major Investor, maintain such Major Investor’s right to purchase Offered Securities percentage ownership position, calculated as otherwise set forth in this Section 3.1 would not permit 4.1(b) prior to giving effect to the issuance of such $250,000 investment, then each New Securities. The closing of such sale shall occur within sixty (60) days of the Investors agrees that its respective right date of notice to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Major Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth herein.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesInvestor. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and Affiliates to it in such proportions as it deems appropriate. Each time , 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 Company proposes Exchange Act, of such Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor or FOIA Party, unless such purchase of New Securities by such Affiliate or Investor Beneficial Owner is otherwise consented to offer any Securities in by the Board of Directors, and (y) agrees to become a Financing (as defined below)party to 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 Company Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall first make an offering of such Securities not be entitled to each any rights as a Major Investor in accordance with the following provisions:or Investor under Subsections 3.1, 3.2 and 4.1 hereof). (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals the proportion that the Common Stock then held by such 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 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 Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the 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 one hundred twenty (120) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 one hundred 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to purchase on the terms and conditions contained (i) Exempted Securities or (ii) shares of Common Stock issued in the Notice substantially all IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoingprovisions 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 each terms of the Investors acknowledge and agree that Lighthouse New Securities. Each Investor shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after twenty (20) days from the date of this Agreement that involves the sale and issuance by the Company of shares of the Company’s convertible preferred stock with aggregate gross proceeds notice is given to elect to purchase up to the Company number of at least $3 million. In the event New Securities that Lighthousewould, if purchased by such Investor, maintain such Investor’s right to purchase Offered Securities percentage-ownership position, calculated as otherwise set forth in this Section 3.1 would not permit Subsection 4.1(b) before giving effect to the issuance of such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinNew Securities.

Right of First Offer. Subject to the terms and conditions specified in of this Section 3Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company hereby grants shall first offer such New Securities to each Investor a right of first offer with respect to future sales by the Company of its SecuritiesMajor Investor. An A 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. Each time the Company proposes ; provided that each such Affiliate agrees to offer any Securities in a Financing (as defined below)enter into this Agreement, the Company shall first make Second Amended and Restated Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein, as the same may be amended and/or restated from time to time, and the Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, certain of the Investors and the other parties named therein, as the same may be amended and/or restated from time to time, as an offering of “Investor” under each such Securities to each Investor in accordance with the following provisions:agreement. (a) The Company shall deliver a give notice (the “Offer Notice”) to each Investor Major Investor, stating (i) its bona fide intention to offer such Securities for saleNew Securities, (ii) the number of such New Securities to be offered (the “Offered Securities”)offered, and (iii) the priceprice and terms, if any, for upon which it proposes to offer such New Securities, (iv) the terms of such offer and (v) the Offer Amount (as defined below). (b) Within fifteen By notification to the Company within twenty (1520) calendar days after receipt of the NoticeOffer Notice is given, each Major Investor may elect to purchasepurchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, such Securities in an amount up to that portion of such New Securities which equals 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, by such Major Investor 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 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 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Amount by providing Notice is given and the Company with written notice date of its electioninitial sale of New Securities pursuant to Subsection 4.1(c). (c) An election by 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 Investor pursuant agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to Section 3.1(b) to purchase Offered be revived and such New Securities shall not be considered a binding commitment on offered unless first reoffered to the Investor unless and until the Company receives binding commitments 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 purchase on the terms and conditions contained (i) Exempted Securities (as defined in the Notice substantially all Certificate of the Offered Securities which the Investors have not elected to purchase. Notwithstanding the foregoing, the Company and each of the Investors acknowledge and agree that Lighthouse shall have the opportunity to invest not less than $250,000 in connection with the first Financing completed after the date of this Agreement that involves the sale and issuance by the Company of Incorporation); (ii) shares of Common Stock issued in the Company’s convertible preferred stock with aggregate gross proceeds IPO; or (iii) shares of Series B Preferred Stock issued pursuant to the Company of at least $3 million. In the event that Lighthouse’s right to purchase Offered Securities as otherwise set forth in this Section 3.1 would not permit such $250,000 investment, then each of the Investors agrees that its respective right to purchase Offered Securities pursuant to this Section 3.1 may be cut-back (proportionately with all other Investors based on the number of shares of Eligible Securities held by the Investors) in such amounts as may be necessary to permit the exercise of Lighthouse’s rights as set forth hereinPurchase Agreement.