Common use of Right of First Offer Clause in Contracts

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor). Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 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 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 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC Transaction.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and then 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCompany’s Certificate of Incorporation) or (ii) shares of Common Series C Preferred Stock issued in after the IPO or SPAC Transactiondate hereof pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major The Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or then held by the Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor the Investor) bears to the total Common Stock of the Company issued and held, or then held by all holders of the Company’s securities (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, held by all the Major Investors. At the expiration holders 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’s securities). The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Investor in accordance with this Section Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC TransactionExcepted Securities.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates; provided that each such Affiliate agrees to enter into this Agreement and each of (i) the Amended and Restated Voting Agreement and (ii) 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. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 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)) or such later date as is required to obtain any required regulatory approvals. (c) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Section 1.2(b) of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions specified in this Section 3.6, the Company hereby grants to each Investor a right of first offer with respect to future issuances by the Company of its Shares (as hereinafter defined). For purposes of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities3.6, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)term “Investor” includes any Affiliates of an Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.. Each time the Company proposes to issue any additional Shares (“New Shares”), the Company shall first make an offering of such New Shares to each Investor in accordance with the following provisions: (a) The Company shall give deliver a notice in accordance with Section 5.5 (the “Offer Notice”) to each Major Investor, Investor stating (i) its bona fide intention to offer issue such New SecuritiesShares, (ii) the number of such New Securities Shares to be offered, issued and (iii) the price and terms, if any, terms upon which it proposes to offer issue such New SecuritiesShares. If the consideration to be paid by others for the New Shares is not cash, the fair market value of the consideration shall be determined in good faith by the Board and a reasonably detailed explanation of the Board’s determination of such value shall be included in the Notice. All Investors electing to participate in the issuance of the New Shares shall pay the cash equivalent thereof as so determined. (b) By written notification to received by the Company within twenty (20) days [***] after the Offer Notice is givengiving of Notice, each Major Investor may elect to purchase or otherwise acquirepurchase, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which Shares that equals the proportion that the number of shares of Common Stock that are Registrable Securities issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor (assuming full conversion and exercise of all convertible and exercisable securities then held by such Investor) bears to the total number of shares of Common Stock of the Company issued then outstanding (assuming full conversion and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, exercise of the Preferred Stock all convertible and any other Derivative Securities exercisable securities then held, by all the Major Investorsoutstanding). At the expiration of such twenty (20) day period, the The Company shall promptly notify promptly, in writing, inform each Major Investor that elects to purchase or acquire all the shares New Shares available to it (each, a “Fully 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 noticeinformation is given, each Fully Fully-Exercising Investor may, by giving notice to the Company, may elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities Shares for which Major Investors were entitled to subscribe subscribe, but that which were not subscribed for by the Major Investors which Investors, that is equal to the proportion that the Common Stock number of Registrable Securities issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Fully-Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, total number of the Preferred Stock and any other Derivative Registrable Securities then held, held by all Fully Fully-Exercising Investors who wish desiring 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c)Shares. (c) If all New Securities referred Shares that Investors are entitled to in the Offer Notice obtain pursuant to Section 3.6(b) are not elected to be purchased or acquired obtained as provided in Section 4.1(b)3.6(b) hereof, the Company may, during the ninety (90) day [***] period following the expiration of the periods period provided in Section 4.1(b)3.6(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities Shares to any Person or Persons at a price not less thanthan that, and upon terms no more favorable to the offeree thanthan those, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within thirty (30) days [***] of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.13.6. (d) The right of first offer in this Section 4.1 3.6 shall not be applicable to (i) the issuance of Series D Preferred Stock pursuant to the Series D Agreement, (ii) Exempted Securities (as such term is defined in the Restated Certificate), and (iii) shares of capital stock issued by the Company in connection with the Initial Offering. In addition to the foregoing, the right of first offer in this Section 3.5 shall not be applicable with respect to any Investor in any subsequent offering of New Shares if (i) at the time of such offering, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Shares is otherwise being offered only to accredited investors. (e) The rights provided in this Section 3.6 may not be assigned or transferred by any Investor, except as provided in the first paragraph of this Section 3.6; provided, however, that (i) an Investor that is an investment fund may assign or transfer such rights to an affiliated investment fund, [***] (f) The rights set provided in this Section 3.6 shall terminate and be of no further force or effect (i) immediately before the consummation of the Initial Offering or (ii) upon the consummation of a Deemed Liquidation Event (as such term is defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or a SPAC Transactionmerger.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major Investor shall be entitled to apportion purchase a sufficient participation in the right New Securities to retain such Investor’s pro rata percentage of first offer hereby granted to it among itself and its Affiliates ownership in such proportions as it deems appropriatethe Company in accordance with the provisions of this Subsection 4.1 (including, without limitation, Subsection 4.1(b) below). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and heldthen held by such Investor, or including, without limitation, all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor (except that, in the case of any Service Provider Investor, it will be the proportion that the Investment Securities then held by such Service Provider Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 (except that, in the case of any such Fully Exercising Investor that is a Service Provider Investor, it will be the proportion that the Investment Securities then held by such Service Provider Investor) bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesshares (except that, in the case that any of the Fully Exercising Investors is a Service Provider Investor, only the Investment Securities then held by such Service Provider Investor shall be taken into account for purposes of any allocation of New Securities among the Fully Exercising Investors pursuant to this Subsection 4.1(b)). The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or and (ii) shares of Common Stock issued in the IPO IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors. (f) Each Investor shall have a right of first offer to purchase any equity securities offered by any majority-owned subsidiary of the Company. Such right of first offer shall be on the same terms and conditions as the right of first offer set forth in this Subsection 4.1 with respect to any New Securities offered by the Company, and for purposes of implementing the foregoing provisions of this Subsection 4.1(f) any reference in this Section 4.1 or SPAC Transactionin the definition of the term “New Securities” to the Company shall be deemed and treated as a reference to the applicable majority-owned subsidiary of the Company that is offering any of its equity securities. The Company hereby covenants and agrees that it will cause each of its majority-owned subsidiaries that is offering any of such majority-owned subsidiary’s equity securities to comply with the provisions of this Subsection 4.1 with respect to any such offering to the same extent as the Company is required to comply with the provisions of this Subsection 4.1 with respect to any offering of New Securities by the Company. (g) The rights of first offer of each Investor pursuant to this Subsection 4.1 shall be applicable only if and for so long as such Investor qualifies as an “accredited investor” pursuant to Regulation D promulgated under the Securities Act. (h) In the event that the rights of an Investor to purchase New Securities under this Subsection 4.1 are waived with respect to a particular offering of New Securities without such Investor’s prior written consent (a “Waived Investor”) and any Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, twenty (20) days following written notice of the sale of such New Securities, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Investor.

Right of First Offer. (a) Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates as long as any such Affiliate 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. (ab) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bc) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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(bSubsection 4.1(c) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(cSubsection 4.1(d). (cd) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(bSubsection 4.1(c), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(bSubsection 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 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 Subsection 4.1. (de) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(c) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to (i) each Investor holding shares of Series A Preferred Stock and (ii) each Major Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is directly or indirectly through an Affiliate a Competitorcompetitor of the Company). Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. As used in this Section 4, the term “Investor” shall refer only to the Investors described in clauses (i) and (ii) of the first sentence of this Section 4.1. (a) The Company shall give notice (the “New Securities Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the New Securities Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the New Securities Offer Notice, 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, Non-Voting Common Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock, Non-Voting Common Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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, including in such notice the total number of shares that Investors other than the Fully Exercising Investors failed to elect to purchase (the “Remaining New Securities”). During the ten (10) day period commencing after when the Company has given such noticenotice to the Fully Exercising Investors, 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 Remaining New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock, Non-Voting Common 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, Non-Voting Common Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase any such unsubscribed sharesRemaining New 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 New Securities Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the The Company may, during the ninety one hundred and twenty (90120) 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 New Securities 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 sixty (3060) days of the execution thereof, the Investors’ right of first offer provided hereunder in this Section 4.1 shall be deemed to be revived and such New Securities shall not be offered or sold to any Person or Persons other than the Investors unless first reoffered to the 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 Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC Transaction).

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable then held by such Investor (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, held by such Major Investor Investor) bears to the total shares of Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 then held by such Fully Exercising Investor (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor Investor) bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed sharesshares (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities then held by all such Fully Exercising Investors). The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (e) [Reserved] (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to first fulfilling the preemptive rights of Laurus Master Fund Ltd. under the existing Security Agreement with the Company, and thereafter subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “"Offer Notice”") to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable number of Registrable Securities (directly or indirectly) upon assuming conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities exercise of Warrants) then held, held by such Major Investor bears to the total Common Stock number of the Company issued and held, or issuable Registrable Securities (directly or indirectly) upon assuming conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities exercise of Warrants) then held, held by all 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 '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 number of Registrable Securities (directly or indirectly) upon assuming conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities exercise of Warrants) then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable that number of Registrable Securities (directly or indirectly) upon assuming conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities exercise of Warrants) then held, 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 sixty (12060) 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)given. (c) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company, including the Series A Director; (ii) the issuance of securities pursuant to the conversion, exercise, or exchange of Derivative Securities outstanding on the date hereof or issued pursuant to the Purchase Agreement; (iii) the issuance of securities in connection with a bona fide business acquisition by the IPO Company, whether by merger, consolidation, purchase of assets, exchange of stock, or SPAC Transactionotherwise, approved by the Board of Directors of the Company, including the Series A Director; (iv) the issuance of securities pursuant to Laurus Master Fund Ltd.; or (v) the issuance of securities pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty forty-five (2045) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued then outstanding (assuming full conversion and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, exercise of the Preferred Stock and any other all Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty forty-five (2045) 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 one hundred and twenty sixty (12060) 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)given. (c) 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 thirty (9030) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation), (ii) shares securities of Common Stock issued the Company that otherwise are excluded by the affirmative vote or consent of the Required Holders or (iii) any issuances of securities required in order to comply with the IPO or SPAC TransactionTakagi Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) Company’s Certificate of Incorporation); or (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor the Investors who are accredited investors in accordance with Rule 501(a) of the Securities Act (provided that the Board has not reasonably determined that such Major Investor is a Competitor“Offerees”). Each such Major Investor Any Offeree shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorOfferee, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor Offeree may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor Offeree bears to the total Common Stock issued or issuable upon conversion of all Preferred Stock held by all of the Company 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 the Major InvestorsOfferees. At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major InvestorOfferee’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 Offerees were entitled to subscribe but that were not subscribed for by the Major Investors 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, (calculated for this purpose as if fully converted into shares of Common Stock) 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 sixty (12060) days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c)given. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 such Person(s) 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 after 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 Offeree 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 Restated Certificate) or ); (ii) shares of Common Stock issued in the IPO IPO; (iii) the issuance of securities pursuant to the conversion, exercise, or SPAC Transactionexchange of Derivative Securities outstanding on the date hereof; (iv) the issuance of securities in connection with a bona fide acquisition by the Company, whether by merger, consolidation, purchase of assets, exchange of stock, or otherwise approved by the Board of Directors, including the Preferred Directors; (v) the issuance of stock or Derivative Securities to Persons with which the Company has business relationships; provided that such issuances are for other than primarily capital-raising purposes and are approved by the Board of Directors, including the Preferred Directors; (vi) securities of the Company that otherwise are excluded by the affirmative vote or consent of the Board of Directors, including the Preferred Directors; or (vii) the issuance of shares of Series B Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, (y) agrees to become a party this Agreement, the Voting Agreement, and the Co-Sale Agreement, as an “Investor” under each such agreement, and (z) agrees to purchase such number of New Securities that are allocated to such Major Investor. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion such number of such New Securities which equals up to one and a half times (1.5x) such Major Investor’s current fully diluted ownership percentage, which equals (x) the proportion that number of shares of Common Stock and the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor bears Investor, divided by (y) the Fully Diluted Capitalization, as of immediately prior to the total Common Stock initial closing of such issuance of New Securities (the Company issued and held, or issuable “ROFR Shares”). (directly or indirectlyc) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all 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 of its allocated ROFR Shares (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewisepurchase or acquire such Major Investor’s ROFR Shares (the “Over-Allotment Shares”). 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 ROFR Shares, such Over-Allotment Shares. The number of Over-Allotment Shares that may be purchased by each Fully Exercising Investor shall equal (x) the number of shares specified above, up to that portion of Common Stock and the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to Investor, divided by (y) the number of shares of Common Stock and the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed sharesInvestors. The closing of any sale pursuant to this Section 4.1(b) of New Securities and Over-Allotment Shares shall occur within the later of one hundred and twenty (120i) ninety (90) days of the date that the Offer Notice is given and (ii) the date of initial sale of New Securities pursuant to Section 4.1(c4.1(d). (cd) If all New Securities referred to in the Offer Notice and Over-Allotment Shares are not elected to be purchased or acquired as provided in Section 4.1(b) and Section 4.1(c), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b) and Section 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 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. (de) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC Transaction; and (iii) the issuance of shares of Series B Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series C Preferred Stock pursuant to the Purchase Agreement. (e) In the event that the rights of a Major Investor to purchase New Securities under this Subsection 4.1 are waived with respect to a particular offering of New Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Major Investor’s full pro rata share.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the number of 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 after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCertificate of Incorporation) or and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 one hundred and twenty ninety (12090) 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCompany’s Certificate of Incorporation), except that for purposes of this Section 4.1(d), Exempted Securities shall not include securities that are otherwise excluded from the anti-dilution provisions of the Company’s Certificate of Incorporation by consent of the holders of a majority of the outstanding Preferred Stock and thus considered Exempted Securities under the Company’s Certificate of Incorporation (i.e., pursuant to Section 4.4.1(d)(xi) or of Part B of Article Fourth of the Company’s Certificate of Incorporation as in effect on the date hereof); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total number of shares of Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the number of 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 after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) In the event that the rights of a Major Investor to purchase New Securities under this Section 4.1 are waived with respect to a particular offering of New Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full (or less, if so elected by such Waived Investor) pro rata share of the aggregate of all New Securities issued in such offering and in all subsequent closings with Waived Investors as the highest percentage of any such purchasing Major Investor. (e) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates. For purposes of this Section 4.1, “Affiliates” shall be deemed to include Advisory Investors with the same or affiliated registered investment advisor. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) business days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty (20) 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 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety one hundred twenty (90120) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty sixty (3060) 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be waived with respect to the rights of any holders of the Series E Preferred Stock unless such right is waived as to all Investors. (e) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares Certificate of Common Stock issued Incorporation that is in effect as of the IPO or SPAC Transactiondate hereof).

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor, Valiant, Palma, Sycamore and Fidelity. Each such of the Major Investor Investors, Valiant, Palma, Sycamore and Fidelity shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, Valiant, Palma, Sycamore and Fidelity stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor Investor, Valiant, Palma, Sycamore and Fidelity may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 Investor, Valiant, Palma, Sycamore or Fidelity (as applicable) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 it, and, if electing to purchase or acquire all the shares available to it, each of Valiant, Palma, Sycamore, and Fidelity, as applicable (eacheach of the foregoing electing parties in this sentence, a “Fully Exercising Investor”) of any other Major Investor’s or Valiant’s, Palma’s, Sycamore’s or Fidelity’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 Investors, Valiant, Palma, Sycamore and Fidelity were entitled to subscribe but that were not subscribed for by the Major Investors Investors, Valiant, Palma, Sycamore or Fidelity 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 later 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) Securities. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b4.l(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b4.l(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Investors, Valiant, Palma, Sycamore and Fidelity in accordance with this Section 4.1. (dc) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation), (ii) shares of Series H Stock sold pursuant to the Purchase Agreement, and (iii) shares of Common Stock issued in the IPO or SPAC TransactionInitial Offering.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates; provided that each such Affiliate is not a Competitor and each such Affiliate agrees to 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 an “Investor” under each such agreement (provided that any Competitor shall not be entitled to any rights as a Major Investor under this Agreement). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding). 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 one hundred and twenty ninety (12090) 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of Additional Shares (as defined in the Purchase Agreement).

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates; provided, however, that, in the case of the Key Holders, the right of first offer hereby granted shall not be assignable. For purposes of this Section 4, the term “Registrable Securities” excludes the Warrant Shares. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable Registrable Securities (directly or indirectlyexcluding Warrant Shares) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor bears to the total Common Stock number of the Company issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, shares of the Preferred Stock and any other Derivative Registrable Securities then held, by all the Major Investorsoutstanding (excluding Warrant 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 Registrable Securities issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Registrable Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(b) (the “Closing Date”); provided, that, to the extent that consents or approvals (or waivers thereof) are required to be obtained from any federal, state or local governmental authority prior to a sale of New Securities to a Major Investor pursuant to this Subsection 4.1(b) (including any filings under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) (“Regulatory Approvals”), and are not obtained on or prior to the Closing Date, the New Securities purchased by such Major Investor shall not have the right to vote on matters pursuant to Section 4.1(c)3 of Article IV(B) of the Company’s Certificate of Incorporation, except as required by law, until the earlier of (i) the date the Regulatory Approvals have been obtained and (ii) the transfer of such New Securities from the Major Investor to a third party in accordance with the terms of this Agreement; provided, further, that no Major Investor shall be required to purchase any New Securities pursuant to this Subsection 4.1(b) if, as of the Closing Date, all required Regulatory Approvals have not been obtained. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Board has not reasonably determined that such Major Investor is a Competitor)Securities Act. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates; provided that each such Affiliate 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. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Series A Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 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 Section Subsection 4.1(b) shall occur within the later of one hundred and twenty (120ninety(120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation), and (ii) shares of Common Stock issued in a Qualified Public Offering. (e) Notwithstanding any provision hereof to the IPO or SPAC Transactioncontrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1 (b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 (including the exceptions in Section 4.1(d)) and applicable securities laws, if the Company proposes to offer or sell issue any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give written notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. If the consideration to be paid for the New Securities is not cash, the fair market value of the consideration shall be determined in good faith by the Board of Directors and a reasonably detailed explanation of the Board of Director’s determination of such value shall be included in the Offer Notice. All Major Investors electing to participate in the offering of such New Securities shall pay the cash equivalent thereof as so determined. (b) By notification written notice to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the total number of shares of Common Stock issued and held, or and 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty (20) day period, the Company shall promptly notify in writing each Major Investor that elects to purchase or acquire all its full pro rata portion of the shares available New Securities as determined pursuant to it the preceding sentence (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 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 the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the total number of shares of Common Stock issued and held, or and 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 and issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesNew Securities. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of the initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of Series D Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that and the Board has not reasonably determined that such Key Holder. Each Major Investor is a Competitor). Each such Major Investor and the Key Holder shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorInvestor and the Key Holder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor and the Key Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the shares of Common Stock issued and held, or 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 such Major Investor or Key Holder, as applicable, bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor and the Key Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s or the Key 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 its pro rata portion of the New Securities for which Major Investors and the Key Holder were entitled to subscribe but that were not subscribed for by the Major Investors or Key Holder, as applicable, which pro rata portion 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety thirty (9030) 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 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 and the Key Holder 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 Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series B Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Stockholder. A Major Investor is a Competitor). Each such Major Investor Stockholder shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorStockholder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Major Investor Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock 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 Stockholder bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding). At the expiration of such twenty (20) -day period, the Company shall promptly notify each Major Investor Stockholder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorStockholder”) of if any other Major Investor’s failure Stockholder fails to do likewise. During the ten (10) -day period commencing after the Company has given such notice, each Fully Exercising Investor Stockholder 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 Stockholders were entitled to subscribe but that were not subscribed for by the Major Investors Stockholders which is equal to the proportion that the Common Stock 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 Stockholder 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 Stockholders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(cthis Subsection 4.1(b). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) 120-day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for consummate 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 Stockholders in accordance with this Section Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and (i) itself, (ii) its Affiliates or Advisory Investors having the same or affiliated registered investment advisor and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owner”), in each case in such proportions as it deems appropriate; provided that, upon the purchase of any New Securities, each such Affiliate or Investor Beneficial Owner agrees to enter into this Agreement, as an “Investor” under each such agreement (provided that, any such Affiliate or Investor Beneficial Owner that is a Competitor shall not be entitled to any rights under Sections 3.1 and 3.2 hereof). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other vested Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other vested Derivative Securities then held, by all the Major InvestorsSecurities). 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 Common Stock 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 vested 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 vested Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesUnits. 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Excluded Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (e) The right of first offer set forth in this Section 4.1 shall terminate with respect to any Major Investor who fails to purchase, in any transaction subject to this Section 4.1, some portion of the New Securities allocated to such Major Investor pursuant to this Section 4.1. Following any such termination, such Investor shall no longer be deemed a “Major Investor” for any purpose of this Section 4.1.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Significant Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)in its respective pro rata portion as described in Section 4.1(b) below. Each such Major A Significant Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate; provided that the Board has not reasonably determined that such Affiliate is a competitor of the Company; and provided, further, that for purposes of this Section 4.1, no Affiliate of MedImmune shall be deemed to be a competitor of the Company unless such Affiliate’ s primary line of business is directly competitive with the primary line of business of the Company. (a) The Company shall give notice (the “Offer Notice”) to each Major Significant Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) calendar days after the Offer Notice is given, each Major Significant Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 Significant Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty (20) calendar day period, the Company shall promptly notify each Major Significant Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Significant Investor’s failure to do likewise. During the ten (10) calendar 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 Significant Investors were entitled to subscribe but that were not subscribed for by the Major 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 Section 4.1(b) shall occur within the later of one hundred and twenty (120) calendar days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) calendar 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 agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) calendar days of after 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 Significant 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 Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series B Preferred Stock pursuant to the Amended and Restated Series B Preferred Stock Purchase Agreement dated March 17, 2015 by and between the Company and certain of the Investors (as the same may be amended from time to time, the “Purchase Agreement”).

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws4.1, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. Notwithstanding any other provision set forth in this Section 4 to the contrary, an Investor (and its Affiliates) shall only be entitled to exercise the rights granted to it under this Section 4 to the extent that it is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, Investor stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock Units and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock Units of the Company issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock Units and any other Derivative Securities then held, by all 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 securities 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 securities 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 Units 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 Units then held, by such Fully Exercising Investor bears to the Common Stock Units 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 Units 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c)securities. (c) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Common Units, options or convertible securities issued as a dividend or distribution on the Series A Preferred Units; (ii) Common Units, options or convertible securities issued by reason of a dividend, unit split, split-up or other distribution on Common Units , (iii) Exempted Securities or pursuant to the Profits Interest Plan (as each such term is defined in the Restated CertificateOperating Agreement); (iv) Common Units or convertible securities issued upon the exercise of options or Common Units issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (v) Common Units or options issued to the underwriters in connection with an IPO; (vi) Common Units, options or convertible securities issued pursuant to the acquisition of another business by the Company by merger, purchase of substantially all of the assets or other reorganization, which acquisition has been approved in accordance with the Restated Operating Agreement, or (iivii) shares Series A Preferred Units issued pursuant to the Purchase Agreement. (e) The Investors shall set the place, time and date for the consummation of Common Stock issued the purchase of the New Securities by the Investors which shall occur not later than (a) if the Investors have elected to purchase all of the New Securities, twenty (20) days after the expiration of the last applicable period set forth in Section 4.1(b) and (b) if the IPO Investors have not elected to purchase all of the New Securities, the date that the remaining New Securities are sold to the third party or SPAC Transactionparties.

Right of First Offer. Subject The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, (iii) any debt security of the Company (other than debt with no equity feature) including, without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the “Offered Securities”) to the terms and conditions of this Section 4.1 and applicable securities laws, if Major Investors. Each time the Company proposes to offer or sell any New the Offered Securities, the Company shall first offer make an offering of such New Offered Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is by delivering a Competitor). Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice by mail (the “Offer Company Notice”) to each the Major Investor, Investors stating (i) its bona fide intention to offer such New Offered Securities, (ii) the number of such New shares of Offered Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New shares of Offered Securities. (b) By notification to . Upon delivery of the Company within twenty (20) days after the Offer Notice is givenNotice, each Major Investor may elect shall have the right to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to (x) that portion of such New the Offered Securities which equals as the proportion that the Common number of shares of Restricted Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor bears to the total Common Stock number of shares of outstanding capital stock of the Company issued (assuming the exercise and heldconversion of all exercisable and convertible securities) (the “Basic Amount”), or issuable and (directly or indirectlyy) upon conversion and/or exercise, as applicable, such additional portion of the Preferred Stock and any other Derivative Offered Securities then held, by all the Major Investors. At the expiration of as such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to shall indicate it will purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of should any other Major Investor’s failure to do likewise. During Investor subscribe for less than its Basic Amount (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 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) 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“Undersubscription Amount”), 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 on such other terms no more favorable to the offeree than, those as shall have been specified in the Offer Notice. If by the Company does not enter into an agreement in writing delivered to such Major Investor (the “Offer”), which Offer by its terms shall remain open and irrevocable for the sale a period of 20 days from receipt 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 4.1offer. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC Transaction.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided, that the Company’s Board of Directors has not reasonably determined any such Affiliate is a Competitor. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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 vested Derivative Securities then held, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or then outstanding (including all shares of Common Stock issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other vested Derivative Securities then held, by all the Major Investorsoutstanding). 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 vested 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 vested 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) 90 day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. Any Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor). Each such Major Investor other than Caltech) shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates, provided that each such Affiliate 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, Caltech may assign only its rights and obligations under this Subsection 4.1 in accordance with Subsection 6.1. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor holder) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investors. Securities) At the expiration of such twenty (20) day period, the Company shall promptly notify each any 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 the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 holders of Preferred Stock in accordance with this Section Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) shares of Common Stock issued in the IPO IPO; (iii) the issuance of shares of Preferred Stock to pursuant to the Purchase Agreement; and (iv) the issuance of up to 6,944,445 shares of Series B Preferred Stock to Novartis Institutes For Biomedical Research, Inc. or SPAC Transactionits affiliates (“Novartis”) in connection with the Company entering into a collaboration arrangement with Novartis.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor who is an “accredited investor” (provided that as defined in Regulation D under the Board has not reasonably determined that such Major Investor is a CompetitorSecurities Act). Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty fifteen (2015) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion such Investor’s Pro Rata 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 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 the Major InvestorsSecurities. At the expiration of such twenty fifteen (2015) 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 by the later of (i) the date which is one hundred and twenty (120) days of the date that after the Offer Notice is given given, and (ii) the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) shares of Common Stock issued offered in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself 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 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 or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 3.1, and 3.2 hereof). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or 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, held by all the Major Investors). At the expiration of such twenty (20) 20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) ten-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty (120) 90 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) 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) 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 agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) shares of Common Stock issued in the IPO; (ii) Exempted Securities (as defined in the Restated CertificateCertificate of Incorporation) or and (iiiii) the issuance of shares of Common Preferred Stock issued in to Purchasers, Additional Purchasers and Milestone Purchasers pursuant to Section 1.2 of the IPO or SPAC TransactionPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Preferred Stockholder. Each such Major Investor Preferred Stockholder shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorPreferred Stockholder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor Preferred Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor Preferred Stockholder bears to the total Common Stock of the Company issued and held, then outstanding (assuming full conversion or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor Preferred Stockholder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major InvestorPreferred Stockholder’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 Preferred Stockholders were entitled to subscribe but that were not subscribed for by the Major Investors Preferred Stockholders which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC Transaction.that

Right of First Offer. Subject to the terms and conditions of this Section 4.1 Subsection 1.1 and applicable securities laws, if the Company Corporation proposes to offer or sell any New SecuritiesSecurities (as defined herein) to any Voting Common Shareholder or the immediate family members of such Voting Common Shareholder (the “Offered Shareholder”), the Company Corporation shall first concurrently offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)other Voting Common Shareholder. Each such Major Investor A Voting Common Shareholder shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of such Voting Common Shareholder (“Shareholder Beneficial Owners”); provided that each such affiliate or Shareholder Beneficial Owner agrees to enter into this Agreement as a “Shareholder”. (a) For the purpose of this Section 1, “New Securities” means, collectively, equity securities of the Corporation, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. (b) The Company Corporation shall give notice (the “Offer Notice”) to each Major InvestorVoting Common Shareholder, stating (i) its bona fide intention to offer such New SecuritiesSecurities to the Offered Shareholder, (ii) the number of such New Securities to be offered, and (iii) the price (which must be priced at or above fair market value as determined by a professional appraiser) and terms, if any, upon which it proposes to offer such New SecuritiesSecurities to the Offered Shareholder. (bc) By notification to the Company Corporation within twenty (20) days after the Offer Notice is givengiven (the “Offer Period”), each Major Investor Voting Common Shareholder may elect to purchase or otherwise acquirepurchase, at the price (which must be priced at or above fair market value as determined by a professional appraiser) and on the terms specified in the Offer Notice, up to that portion number of such New Securities which equals necessary for such Voting Common Shareholder to maintain beneficial ownership after the sale of New Securities to the Offered Shareholder of the same proportion that the Voting Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor Voting Common Shareholder bears to the total Voting Common Stock of the Company issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities Corporation then held, by all 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 sharesoutstanding. The closing of any sale pursuant to this Section 4.1(bSubsection 1.1(c) and Subsection 1.1 shall occur within the later of one hundred and twenty ten (12010) 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) 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 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 4.1Period. (d) The right of first offer in this Section 4.1 Subsection 1.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or below), and (ii) shares of common stock issued in a Qualified IPO (as defined below). (i) For the purpose of this Subsection 1.1(d), “Exempted Securities” means any shares of Common Stock issued in the IPO or SPAC Transaction.connection with:

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Common Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the Preferred Stock and any other all Derivative Securities then held, by all the Major Investorsoutstanding). 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 under this Section 4.1(b) (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 Common 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 Common 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of Additional Shares (as defined in the Purchase Agreement) pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty fifteen (2015) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then heldSecurities) (such proportion, by all the Major Investors“Pro Rata”). At the expiration of such twenty fifteen (2015) 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 Subsection 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 Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); and (ii) the issuance of shares of Common Series H Preferred Stock issued pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the IPO or SPAC Transactionprovisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)in its respective pro rata portion as described in Section 4.1(b) below. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) calendar days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty (20) calendar 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) calendar 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 one hundred and twenty ninety (12090) 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) 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) calendar 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) shares of Common Stock issued in the IPO or SPAC Transactionand (iii) the issuance of shares of Series B Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities2.3, the Company shall first offer such New Securities hereby grants to each Major Investor Investor, a right of first offer with respect to future sales by the Company of its Shares (provided that the Board has not reasonably determined that such as hereinafter defined). A Major Investor is a Competitor). Each such Major Investor shall be entitled who chooses to apportion exercise the right of first offer hereby granted to it among may designate as purchasers under such right itself and or its Affiliates partners or affiliates in such proportions as it deems appropriate.. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions: (a) The Company shall give deliver a notice by certified mail (the “Offer Notice”) to each the Major Investor, Investors stating (i) its bona fide intention to offer such New SecuritiesShares, (ii) the number of such New Securities Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New SecuritiesShares. (b) By notification to the Company within twenty (20) Within 20 calendar days after delivery of the Offer Notice is givenNotice, each any Major Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, and exercise of the Preferred Stock and any other Derivative Securities all convertible or exercisable securities then held, by such Major Investor Investor, other than, if applicable, Founders’ Stock and options to purchase Common Stock, bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of the Company issued and held, all convertible or issuable exercisable securities) (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all the Major Investors“Ratable Portion”). 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 10)-day period commencing after the Company has given receipt of such noticeinformation, each Fully Exercising Investor mayshall be entitled to obtain, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares Ratable Portion specified above, up to that portion of the New Securities Shares for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to equals the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, and exercise of Preferred Stock and any other Derivative Securities all convertible or exercisable securities then held, by such Fully Exercising Investor Investor, other than, if applicable, Founders’ Stock and options to purchase Common Stock, bears to the total number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, and exercise of the Preferred Stock and any other Derivative Securities all convertible or exercisable securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant , other than, if applicable, Founders’ Stock and options 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)purchase Common Stock. (c) 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 The Company may, during the ninety (90) 45-day period following the expiration of the periods period provided in Section 4.1(b)Subsection 2.3(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities the Shares to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within thirty (30) 60 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1herewith. (d) The right of first offer in this Section 4.1 2.3 shall not be applicable to (isecurities excluded from the definition of “Additional Stock” pursuant to Article V(B)(4)(d)(ii) Exempted Securities (as defined in of the Company’s Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC TransactionCharter.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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(bSubsection 4.l(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 Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(bSubsection 4.l(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(bSubsection 4.l(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.l(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors. (f) In the event that the rights of an Investor to purchase New Securities under this Subsection 4.1 are waived with respect to a particular offering of New Securities without such Investor’s prior written consent (a “Waived Investor”) and any Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Investor.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding). 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 one hundred and twenty (120) 90 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) 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) 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 agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 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. (d) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. (e) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC Transaction.IPO; and (iii) the issuance of shares of Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and (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 proportions as it deems appropriateMajor Investor (provided that such Affiliates and beneficial interest holders are “accredited Investors” under SEC regulations). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and heldthen held by such Major Investor (including all shares of Common Stock issued, or then issuable (directly or indirectly) ), upon conversion and/or exercise, as applicable, of the Preferred Common Stock and any other Derivative Securities then held, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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, 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) 90 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) 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) 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 agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC TransactionSecurities.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates (provided such Affiliates are not a Competitor). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 five (105) 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 Subsection 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 Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO IPO; or SPAC Transaction(iii) shares of Preferred Stock issued to Additional Investors pursuant to Section 1(e) of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. If this provision is included in the Agreement, careful attention should be paid to the denominator used in the calculation of the pro rata participation right. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates. For purposes of this Subsection 4.1 (other than the immediately prior sentence), each of A-WQY-19-Fund, a series of AngelList-ER-Funds, LLC (“AngelList”), and Xx Xxxxx shall be considered a Major Investor. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 all or any portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors (provided, that if the Fully Exercising Investors, collectively, elect to subscribe for more than the total number of unsubscribed shares which is equal to are available for purchase by them, then such unsubscribed shares shall be allocated among such Fully Exercising Investors based upon the proportion that the relative number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investors, provided that no Fully Exercising Investor bears shall be obligated to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, purchase a total number of unsubscribed shares in excess of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish number of shares it elected to purchase such unsubscribed sharespurchase). The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) the issuance of shares of Series D Preferred Stock sold pursuant to the Purchase Agreement; and (iii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 5.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities Capital Stock then held, by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsCapital Stock). 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 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC Transaction.other

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates rights under this Section 4, in such proportions as it deems appropriate, among itself and its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities set aside by the Board of Directors for purchase by the Major Investors (which portion shall be no less than eighty percent (80%) of such New Securities), which equals the proportion that the Preferred Stock (calculated on an as-converted to Common Stock issued and held, or issuable (directly or indirectlybasis) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor bears to the total outstanding Preferred Stock (calculated on an as-converted to Common Stock of the Company issued and held, or issuable (directly or indirectlybasis) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all 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 Preferred Stock (calculated on an as-converted to Common Stock issued and held, or issuable (directly or indirectlybasis) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the total Preferred Stock (calculated on an as-converted to Common Stock issued and held, or issuable (directly or indirectlybasis) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section Subsection 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 Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO IPO; (iii) the issuance of shares of Series Four Senior Preferred Stock pursuant to the Subscription Agreement, (iv) the issuance of shares of Series Four Senior Preferred Stock pursuant to outstanding convertible promissory notes issued by the Company prior to the date of this Agreement; (v) the issuance of Former Preferred Stock, as such term is defined in the Company’s Certificate of Incorporation, upon the automatic exercise of outstanding warrants for the purchase of Former Preferred Stock issued by the Company prior to the date of this Agreement; and (vi) the Recapitalization, as such term is defined in the Company’s Certificate of Incorporation. (e) The rights of the Major Investors to purchase New Securities under this Section 4.1 may be waived in accordance with Section 6.6 hereof; provided, however, that in the event that the rights of Major Investors to purchase New Securities under this Section 4.1 are waived for a particular offering or SPAC Transaction.sale of New Securities (a “Waived Offering”), the Company shall offer to each Major Investor the opportunity to purchase such Major Investor’s Ratable Share of the portion of New Securities, if any, that has been set aside by the Board of Directors for purchase by existing stockholders in such Waived Offering (the “Reserved New Securities”)); it being understood and agreed that this Section 4.1(e) shall apply if any existing stockholder is offered the right to participate as an investor in a Waived Offering. Offers made by the Company pursuant to the proviso in the immediately preceding sentence shall be communicated by the Company by means of a written offer notice (a “Section 4.1(e) Notice”) containing information relating to (i) the number of New Securities (including the Reserved New Securities) being offered and (ii) the price and terms upon which the New Securities (including the Reserved New Securities) are being offered, and which Section 4.1

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities 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 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 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 one hundred and twenty ninety (12090) 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series D Preferred Stock pursuant to the Series D Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and then 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) Company’s Certificate of Incorporation), or (ii) shares of Common Series C Preferred Stock issued pursuant to the Purchase Agreement at any Closing (as defined in the IPO or SPAC TransactionPurchase Agreement) following the Initial Closing (as defined in the Purchase Agreement).

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty thirty (2030) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then heldSecurities); provided, by all that shares of Series H Preferred Stock shall not be included in the Major Investorsabove calculation until the twenty-one (21) month anniversary of the Closing (as defined in the Purchase Agreement). At the expiration of such twenty thirty (2030) 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 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 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 after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of after 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation), (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO, (iii) equity securities issued pursuant to any Participation Agreement, and (iv) any shares of Series H Preferred Stock issued under the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock, Series B Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Series A Preferred Stock, Series B Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Series A Preferred Stock, Series B Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock, Series B 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 ninety (12090) 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to to: (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in a Qualified IPO (as such term is defined in the IPO Company’s Certificate of Incorporation); (iii) any issuance of securities where (or SPAC Transactionwith respect to which) such right is waived by the holders of at least sixty percent (60%) of the Series A Preferred Stock and Series B Preferred Stock then held by Major Investors (taken together as one class); and (iv) shares of Series B Preferred Stock issued pursuant to the Purchase Agreement (as it may be amended from time to time).

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate; provided that each such Affiliate agrees to enter into this Agreement and the Stockholders Agreement as an “Investor” under each such agreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total number of shares of Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all shares of Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Investors, which portion is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty (120) days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) In the event that the rights of any Major Investor to purchase New Securities under this Section 4.1 are waived with respect to a particular offering of New Securities (the “Offering”) without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions and within 30 days of the initial closing of the Offering, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Major Investor. (e) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. (a) Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor Investor: (provided i) that holds at least 150,000 shares of Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); and (ii) which is an “Accredited Investor” as defined in Rule 501 under the Board has not reasonably determined that such Major Investor is a CompetitorSecurities Act (“Qualified Investors”). Each such Major A Qualified Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.” (ab) The Company shall give notice (the “Offer Notice”) to each Major Qualified Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bc) By notification to the Company within twenty (20) calendar days after the Offer Notice is given, each Major Qualified Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 Qualified Investor bears to the total Common Stock of the Company issued then outstanding (assuming full conversion and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, exercise of the Preferred Stock and any other all Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Qualified Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Qualified 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 Qualified Investors were entitled to subscribe but that were not subscribed for by the Major Qualified 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(b4.1(c) shall occur within the later of one hundred and twenty sixty (12060) calendar 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)given. (cd) 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 4.1(c)the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer 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 agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) calendar 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 Qualified Investors in accordance with this Section 4.1. (de) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted shares of Common Stock or Derivative Securities (issued as defined in the Restated Certificate) a dividend or distribution on Preferred Stock; (ii) shares of Common Stock or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by the Charter Article Fourth Part C Sections 4.5, 4.6, 4.7 or 4.8; (iii) shares of Common Stock or Derivative Securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iv) shares of Common Stock or Derivative Securities actually issued upon the exercise of Derivative Securities or shares of Common Stock actually issued upon the conversion or exchange of Derivative Securities, in each case provided such issuance is pursuant to the IPO terms of such Derivative Security; (v) shares of Common Stock or SPAC TransactionDerivative 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 including a majority of the Preferred Directors; (vi) shares of Common Stock or Derivative Securities issued or issuable to a contracting party in connection with a licensing, corporate partnering, merger, acquisition or similar strategic or combination transaction approved by a majority of the Board of Directors of the Company, including a majority of the Preferred Directors; (vii) the Warrants and/or shares of Common Stock issued or issuable upon exercise of the Warrants; or (viii) shares of Series D Preferred Stock or Common Stock issued or issuable pursuant to the Purchase Agreement (including, without limitation, any right granted under the Purchase Agreement to purchase shares of Series D Preferred Stock or Common Stock) and/or shares of Common Stock issued or issuable upon conversion of such shares of Series D Preferred Stock.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, (i) subject to the provisions of Subsection 4.1(b)(ii), each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 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 Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investors. 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 one hundred and twenty ninety (12090) 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Preferred Stock to pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1 the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors. (f) In the event that the rights of a Major Investor to purchase New Securities under this Section 4.1 are waived with respect to a particular offering of New Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Major Investor.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates Affiliates, partners or members in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock or Series B Preferred Stock and any other Derivative Securities and/or Common Stock then held, by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 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) 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 materially 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Second Restated Certificate) or ), (ii) New Securities that the Company proposes to issue in connection with a merger, consolidation, other business combination, or acquisition of assets or securities that is approved by the Board of Directors of the Company and (iii) the issuance of shares of Common Series B Preferred Stock issued in to Additional Purchasers pursuant to Section 1.3 of the IPO or SPAC TransactionPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates, and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Investor. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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 Series A Preferred Stock and any other Derivative Securities then held, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Series A Preferred Stock and any other Derivative Securities then held, by all Securities) (the Major Investors“Pro Rata Allotment”). 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 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 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) 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 one hundred and twenty (90120) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation, as amended); (ii) shares of Common Stock issued in the IPO IPO; and (iii) the issuance of shares of Series A Preferred Stock (including Warrants issuable for shares of Series A Preferred Stock) or SPAC Transactionany Common Stock issued or issuable upon the conversion thereof pursuant to the Purchase Agreement. (e) Notwithstanding the foregoing, for convenience of administration, the Company may offer and sell to third parties New Securities subject to the purchase rights under this Section 4.1(e) without first offering such New Securities to the Investors, so long as (i) the Company obtains the prior written consent of the Major Investors, and (ii) the Investors are given the opportunity to purchase their Pro Rata Allotment of such shares or other securities within fifteen (15) days after the close of such sale.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor that is an “accredited investor” (provided that as defined Rule 501(a) under the Board has not reasonably determined that such Major Investor is a CompetitorSecurities Act). Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. 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 pursuant to this Section 4.1. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Charter); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) any shares of Series F Preferred Stock issued pursuant to Section 1.3 of the Purchase Agreement, as such agreement may be amended.

Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 2.1 and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major Investor (provided that Eligible Stockholder in accordance with the Board has not reasonably determined that such Major Investor is a Competitor)following provisions of this Section. Each such Major Investor Eligible Stockholder shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions propositions as it deems appropriate. (a) The Company shall give deliver a notice (the “Offer Notice”) to each Major Investor, Eligible Stockholder stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By written notification to received by the Company Company, within twenty (20) 20 calendar days after mailing of the Offer Notice is givenNotice, each Major Investor of the Eligible Stockholders may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion proposition that the number of shares of Common Stock issued and held, or issuable (directly upon the conversion or indirectly) upon conversion and/or exerciseexercise of all securities conve1iible into, as applicableor exercisable or exchangeable for, shares of the Preferred Common Stock and any other Derivative Securities then held, by such Major Investor Eligible Stockholder bears to the total number of shares of Common Stock of the Company issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all the Major InvestorsEligible Stockholders (assuming full conversion and exercise of all convertible or exercisable securities). At the expiration of such twenty (20) day period, the The Company shall promptly notify promptly, in writing, inform each Major Investor Eligible Stockholder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorStockholder”) of any other Major InvestorEligible Stockholder’s failure to do likewise. During the ten (10) -day period commencing after the Company has given receipt of such noticeinformation, each Fully Exercising Investor may, by giving notice Stockholder shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities for which Major Investors Eligible Stockholders were entitled to subscribe but that which were not subscribed for by the Major Investors Eligible Stockholders which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable (directly upon the conversion or indirectly) upon conversion and/or exerciseexercise of securities convertible into, as applicableor exercisable or exchangeable for, shares of Preferred Common Stock and any other Derivative Securities then held, by such Fully Exercising Investor Stockholder bears to the total number of shares of Common Stock issued and held, held (assuming full conversion and exercise of all convertible or issuable (directly or indirectlyexercisable securities) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors Stockholders 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c).2nd A&R Stockholders Rights Agreement September 15, 2014 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired obtained as provided in Section 4.1(b)2.1(b) above, the Company may, during the ninety (90) -day period following the expiration of the periods period provided in Section 4.1(b4.1(b ), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 120 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 Eligible Stockholders in accordance with this Section 4.12.1. (d) The right of first offer in this Section 4.1 2.1 shall not be applicable to to: (i) Exempted Securities (as defined in shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Restated Certificate) Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company; (ii) shares of Common Stock issued in an IPO; (iii) the IPO issuance of securities pursuant to the conversion or SPAC Transactionexercise of convertible or exercisable securities outstanding on the date of this Agreement; (iv) securities issued in connection with any stock split or stock dividend of the 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; (vi) the issuance of stock, warrants or other securities or rights to Persons with which the Company has business relationships (including vendors and customers), provided such issuances are for other than primarily capital raising purposes; (vii) the issuance of 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 of Directors of the Company; (viii) any issuance of equity securities in a financing led by an unrelated party who is not a Stockholder to fund acquisitions which the Board of Directors has determined either cannot or should not be funded by internally generated funds or through the Company’s lines of credit with its bank, to the extent that such equity securities are issued to unrelated parties who are not Stockholders; (ix) securities issued in connection with corporate partnering transactions or any other transaction that the Board of Directors determines to be in the best interests of the Company; (x) securities issued in any exchange or reclassification of Shares or other securities of the Company; or (xi) any right, option or warrant to acquire any security convertible into the securities excluded pursuant to clauses (i) through (x) above. (e) The right of first offer set forth in this Section 2.1 may not be assigned or transferred except that (i) such right is assignable by each Eligible Stockholder to any Affiliate of such Eligible Stockholder, and (ii) such right is assignable by any Eligible Stockholder to any other Eligible Stockholder. (f) In lieu of complying with the provisions of this Section 2.1, the Company may elect to give notice to each Eligible Stockholder within 30 days after the issuance of New Securities. Such notice shall describe the type, price and terms of the New Securities. Each Eligible Stockholder shall have 20 days from the date of receipt of such notice to elect to purchase up to the number of New Securities that would, if purchased by such Eligible 2nd A&R Stockholders Rights Agreement September 15, 2014 Stockholder, maintain such Eligible Stockholder’s percentage ownership position, calculated as set forth in Section 2.1(b) prior to giving effect to the issuance of such New Securities. The closing of such sale shall occur within 60 days of the date of notice to the Eligible Stockholders.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major Investor shall be entitled to apportion among itself and its Affiliates the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate; provided, that the parties acknowledge and agree that each of Blue Media, LLC, Gray Media, LLC and Keeks, LLC have assigned a portion of their respective rights of first offer hereunder to Novo in accordance with and subject to the terms of Section 4(a) of the Novo Side Letter. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the shares of Common Stock issued (assuming the conversion, exercise and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, exchange of the Preferred Stock and any other all Derivative Securities then held, held by such Major Investor) then held by such Major Investor bears to the total Common Stock of the Company issued and heldthen outstanding (assuming full conversion, or issuable (directly or indirectly) upon conversion exercise and/or exerciseexchange, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding) (“Pro Rata Portion”). 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 on or before the later of one hundred and twenty (120) days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods thirty (30) day period 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 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 and the Common Holders 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 Restated Certificate) or ), (ii) shares of Common Stock issued in the IPO or SPAC Transactionand (iii) the issuance of shares of Series G-4 Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Series G-4 Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCertificate of Incorporation) or (ii) shares of Common Stock issued in the IPO or SPAC Transactionan Qualified IPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 4 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor that is an “accredited investor” (provided that as defined Rule 501(a) under the Board has not reasonably determined that such Major Investor is a CompetitorSecurities Act). Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. For the avoidance of doubt, a Major Investor that is not an “accredited investor” shall not have any right to be offered or to purchase New Securities from the Company pursuant to this Section 4. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that product of (x) the aggregate number of New Securities, times, (y) a fraction, the numerator of which is the aggregate number of Common Stock then held by such Major Investor (including Conversion Shares) and the denominator of which is the total number of shares of Common Stock of the Company then issued and held, or issuable outstanding (directly or indirectly) upon assuming the conversion and/or exercise, as applicable, into Common Stock of the all outstanding shares of Preferred Stock and any other Derivative Securities then heldsecurities convertible into Common Stock, by such Major Investor bears to if any, and the total Common Stock exercise of all outstanding stock options and warrants) (the Company 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 the Major Investors“Pro Rata Share”). At the expiration of such twenty (20) day period, the Company shall promptly notify give written notice to 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 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 Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion product of (x) the aggregate number of New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors, times, (y) a fraction, the numerator of which is the aggregate number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, held by such Fully Exercising Investor bears to (including Conversion Shares) and the denominator of which is the total number of shares of Common Stock issued and held, or issuable (directly or indirectlyincluding Conversion Shares) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) 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) 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 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 rights 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) Certificate of Incorporation); or (ii) shares of Common Stock issued in the IPO IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1 in advance of any issuance of New Securities to any Major Investor, the Company may elect to give notice to the Major Investors within thirty days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the issuance of New Securities to Persons that are not Major Investors. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage ownership position, calculated as set forth in Section 4.1(b), before giving effect to the issuance of such New Securities. In the event one or SPAC Transactionmore Major Investor declines to purchase the number of New Securities that would maintain such Major Investors’ percentage ownership positions, the New Securities so declined shall be offered to the fully participating Major Investors on the basis provided in Section 4.1(b). The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exerciseconversion, exercise or exchange, 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 issued and heldthen outstanding (assuming full conversion, exercise or issuable (directly or indirectly) upon conversion and/or exerciseexchange, as applicable, of the Preferred Stock and any other all Derivative Securities then held, by all the Major InvestorsSecurities). 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 exerciseconversion, exercise or exchange, 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 exerciseconversion, exercise or exchange, 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 ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c4.l(c). (c) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock or Series B 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Series A Preferred Stock and any Series B Preferred Stock and other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and Series B Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and Series B 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 after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation), (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO, (iii) shares of Specified Preferred Stock and (iv) shares of Series B Preferred Stock issued to the Strategic Investor pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, provided that each such Affiliate (x) is not a Competitor of the Company 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. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total number of shares of Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all Securities) (the Major Investors“Pro Rata Amount”). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) SoftBank of any other Major Investor’s failure to do likewiseelect to purchase or acquire all of the shares available to such Major Investor. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor SoftBank 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 some or all of the New Securities for which Major Investors were entitled to subscribe 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 sharesInvestors. 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 after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If fewer than 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation), and (ii) shares of Common Stock issued in the IPO IPO. (e) The rights of the Major Investors to purchase New Securities under this Section 4.1 may be modified or SPAC Transactionwaived in accordance with Section 6.6. (f) Until CFIUS Clearance (as defined in the Purchase Agreement) has been obtained, if SoftBank exercises its rights pursuant to this Section 4.1, the Company agrees to take all actions necessary to restructure the closing of any purchase by SoftBank of New Securities (a “ROFO Closing”) to ensure that SoftBank receives securities in such ROFO Closing that have equivalent rights, preferences and privileges to, and are pari passu in all respects with, the New Securities, except with such reduced voting rights as and to the extent necessary to ensure that all shares of voting securities owned by SoftBank after a ROFO Closing do not possess greater than 9.99% of the combined voting power of the Company’s outstanding voting securities. To the extent the actions contemplated by this Subsection 4.1(f) result in any delay, the time periods set forth in this Section 4.1 shall be tolled by the amount of such delay.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such and GS. A Major Investor is a Competitor). Each such Major Investor and GS shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, offered and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor and GS may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Registrable Securities and any other Derivative Securities then held by such Investor bears to the total Common Stock issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company 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 the Major InvestorsSecurities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects elects, and GS if it elects, to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s or GS’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 and GS were entitled to subscribe but that were not subscribed for by the Major Investors and GS 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 Registrable Securities and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock Registrable Securities and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesshares or in such other proportion as shall be agreed among the Fully Exercising Investors. 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(c4.1(d). (c) 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 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 and GS 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 Restated Certificate) or ), (ii) shares of Series A Common Stock issued in a Qualified Public Offering (as defined in the IPO or SPAC TransactionRestated Certificate) and (iii) shares of Series D Preferred Stock issued pursuant to the Purchase Agreement.

Right of First Offer. Subject to From and after the terms and conditions of this Section 4.1 and applicable securities lawsdate hereof, if each time the Company proposes to offer any shares of, or sell securities convertible into or exercisable for any New Securitiesshares of, any class of its capital stock (“Offered Shares”), the Company shall first offer make an offering of such New Securities Offered Shares to each Major Investor who continues to own at least fifty percent (provided that 50%) of the Board has not reasonably determined that Preferred Shares purchased by such Major Investor is on the Closing Date pursuant to this Agreement (or at least fifty percent (50%) of the shares of Common Stock received upon conversion if such Preferred Shares have been converted) as adjusted for stock splits or stock dividends (each, a Competitor). Each such Major Investor shall be entitled to apportion “Qualifying Investor” and collectively, the right of first offer hereby granted to it among itself and its Affiliates “Qualifying Investors”) in such proportions as it deems appropriate.accordance with the following provisions: (a) The Company shall give deliver a notice (the “Offer RFO Notice”) to each Major Investor, the Qualifying Investors stating (i) its bona fide intention to offer such New SecuritiesOffered Shares, (ii) the number of such New Securities Offered Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New SecuritiesOffered Shares. (b) By notification to the Company within twenty (20) Within 10 business days after delivery of the Offer Notice is givenRFO Notice, each Major the Qualifying Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer RFO Notice, up to that portion of such New Securities Offered Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, and exercise of the Preferred Stock and any other Derivative Securities all convertible or exercisable securities then held, by such Major Qualifying Investor bears to the total Common Stock sum of the Company 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 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 total number of shares specified aboveof Common Stock then outstanding (on an as-converted, up to that portion fully diluted basis taking into account all outstanding options, warrants and other securities convertible into or exercisable for capital stock of the New Securities for which Major Investors were entitled to subscribe but Company). Such purchase shall be completed at the same closing as 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 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)third party purchasers or at an additional closing thereunder. (c) 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 The Company may, during the ninety (90) 90 day period following the expiration of the periods period provided in Section 4.1(b)4.8(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities the Offered Shares to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer RFO Notice. If the Company does not enter into an agreement for the sale of the New Securities Offered Shares within such period, or if such agreement is not consummated within thirty (30) 120 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Offered Shares shall not be offered unless first reoffered to the Major Qualifying Investors in accordance with this Section 4.1herewith. (d) The right of first offer in this Section 4.1 4.8 shall not be applicable to (i) Exempted Securities (as defined the issuance of securities in the Restated Certificate) connection with stock dividends, stock splits or similar transactions; (ii) shares the issuance or sale of Common Stock issued (or options therefor) pursuant to a stock option plan, restricted stock purchase plan or other stock plan; (iii) the issuance of securities to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions; (iv) the IPO issuance of securities pursuant to the conversion or SPAC Transactionexercise of convertible or exercisable securities outstanding as of the date of this Agreement, including without limitation, warrants, notes or options; (v) the issuance of securities in connection with bona fide acquisition, merger, strategic alliance or similar transaction; (vi) the issuance of securities for bona fide services; or (vii) the issuance of securities in a registered public offering. In addition to the foregoing, the right of first offer in this Section 4.8 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 Securities Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 4 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor that is an “accredited investor” (provided that as defined Rule 501(a) under the Board has not reasonably determined that such Major Investor is a CompetitorSecurities Act). Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. For the avoidance of doubt, a Major Investor that is not an “accredited investor” shall not have any right to be offered or to purchase New Securities from the Company pursuant to this Section 4. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty ten (2010) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that product of (x) the aggregate number of New Securities, multiplied by (y) a fraction, the numerator of which is the aggregate number of Registrable Securities then held by such Major Investor and the denominator of which is the total number of shares of Common Stock of the Company then issued and held, or issuable outstanding (directly or indirectly) upon assuming the conversion and/or exercise, as applicable, into Common Stock of the all outstanding shares of Preferred Stock and any other Derivative Securities then heldsecurities convertible into Common Stock, by such Major Investor bears to if any, and the total Common Stock of the Company issued and held, or issuable (directly or indirectly) upon full conversion and/or exercise, as applicable, exercise of the Preferred Stock and any all other Derivative Securities then held, by (which amount shall include all shares reserved for issuance under the Major InvestorsCompany’s 2014 Equity Incentive Plan)). At the expiration of such twenty ten (2010) 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 product of (x) the aggregate number of New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Common Stock issued and heldMajor Investors, or issuable multiplied by (directly or indirectlyy) upon conversion and/or exercisea fraction, as applicable, the numerator of Preferred Stock and any other Derivative which is the aggregate number of Registrable Securities then held, held by such Fully Exercising Investor bears to and the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, denominator of which is the Preferred Stock and any other Derivative total number of Registrable Securities then held, 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 ninety (12090) 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to to: (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); (ii) shares of Common Stock issued in a Qualified IPO; and (iii) the IPO or SPAC Transactionissuance of shares of Series D Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates 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. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other Derivative Securities then held, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within no later than 90 days after the later of one hundred and twenty (120i) days of the date that the Offer Notice is given and (ii) the date of initial sale of New Securities pursuant to Section Subsection 4.1(c) (provided that the Company may provide an earlier deadline for such closing to occur in the Offer Notice). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation), (ii) shares of Common Stock issued in the IPO or SPAC Transactionand (iii) the issuance of shares of Series D Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 Subsection 3.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, 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 the Right of First Refusal Agreement as a “Stockholder” under each such agreement (provided that any Competitor shall not be entitled to any rights as a Major Investor under Subsections 3.1 hereof). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Registrable Securities then held, held by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the Preferred Stock and any other all Derivative Securities then held, by all the Major InvestorsSecurities). 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 Registrable Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(bSubsection 3.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(cSubsection 3.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(bSubsection 3.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(bSubsection 3.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty sixty (3060) 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 4.1Subsection 3.1. (d) The right of first offer in this Section 4.1 Subsection 3.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Securities; and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 3.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 3.1(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. (a) Subject to the terms and conditions of specified in this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities4.3, the Company shall first offer such New Securities hereby grants to each Major Investor a right of first offer (provided the “Right of First Offer”) to purchase up to or all of its pro rata share of any Additional Shares of Common Stock (as defined below) that the Board has not reasonably determined that Company may, from time to time, propose to sell and issue. A Major Investor’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 Major Investor is immediately prior to the issuance of the Additional Shares of Common Stock, assuming full conversion of any Preferred Stock and the exercise of any option or warrant held by such Major Investor, to the total number of shares of the Company’s outstanding Common Stock, assuming full conversion of the Preferred Stock and exercise of all outstanding convertible securities, rights, options and warrants. For purposes of this Section 4.3, “Major Investor” includes any general partners or affiliates of a Competitor)Major Investor. Each such A Major Investor shall be entitled to apportion the right Right of first offer First Offer hereby granted to it among itself and its Affiliates affiliates in such proportions as it deems appropriate. (ab) The In the event the Company proposes to undertake an issuance of Additional Shares of Common Stock, it shall give each Major Investor written notice (the “Offer Issuance Notice”) of its intention, describing the type of Additional Shares of Common Stock, their price and the general terms upon which the Company proposes to each issue the same. Each Major Investor shall have ten (10) business days after the receipt of such notice to agree to purchase up to or all of such Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number ’s pro rata share of such New Securities to be offered, and (iii) Additional Shares of Common Stock for the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up notice by giving written notice to that portion the Company and stating therein the quantity of such New Securities which equals the proportion that the Additional Shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company 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 the Major Investorsbe purchased. At the expiration of such twenty (20) day period, the The Company shall promptly notify promptly, in writing, inform each Major Investor that elects to purchase or acquire purchases all the shares available to it (each, a “Fully 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 receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, obtain up to that portion of the New Securities Additional Shares of Common Stock for which Major Investors were entitled to subscribe but that which were not subscribed for by the Major Investors which that is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, number of Preferred Stock and any other Derivative shares of Registrable Securities then held, held by such Fully Fully-Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, total number of the Preferred Stock and any other Derivative shares of Registrable Securities then held, held by all Fully Fully-Exercising Investors who wish to purchase such unsubscribed shares. The closing (assuming full conversion and exercise 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(call convertible or exercisable securities then outstanding). (c) If all New Securities referred Additional Shares of Common Stock that Major Investors are entitled to in the Offer Notice obtain pursuant to Section 4.3(a) are not elected to be purchased or acquired obtained as provided in Section 4.1(b4.3(a) and (b), the Company may, during the ninety (90) day period following the expiration of the periods period provided in Section 4.1(b4.3(b), offer and sell the remaining unsubscribed portion of such New Securities Additional Shares of Common Stock to any Person person or Persons persons at a price not less thanthan that, and upon terms no more favorable to the offeree than, than those specified in the Offer Issuance Notice. If the Company does not enter into an agreement for the sale of the New Securities Additional Shares of Common Stock within such period, or if such agreement is not consummated within thirty ninety (3090) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Additional Shares of Common Stock shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1herewith. (d) The right For the purposes of first offer in this Section 4.1 4.3, Additional Shares of Common Stock shall mean any shares of, or securities convertible into or exchangeable or exercisable for any shares of, capital stock of the Company; provided that Additional Shares of Common Stock shall not be applicable include (1) Common Stock issued upon conversion of Series A Stock, Series B Stock, Series C Stock, Series D Stock or Series E Stock; (2) the Warrants or any securities issuable or issued upon exercise, conversion or exchange of the Warrants; (3) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock grant, stock option plan, stock purchase plan or other employee stock incentive program approved by the Company’s Board of Directors; (i4) Exempted Securities securities issued in any Qualified Public Offering (as defined in the Restated CertificateCompany’s Certificate of Incorporation, as amended from time to time); (5) securities issued pursuant to the acquisition by merger, purchase of assets, or other reorganization, of another corporation by the Company whereby the stockholders of the Company will own greater than 50% of the voting power of the surviving entity; (ii6) securities issued in connection with any equipment lease financing transaction, equipment purchase transaction, real estate leases or bank financing transaction, provided that such issuance is primarily for other than equity financing purposes; (7) securities issued to corporate or strategic partners pursuant to transactions approved by the Company’s Board of Directors, provided that such issuance is primarily for other than equity financing purposes; (8) shares of Common Stock or Preferred Stock issued in connection with any stock split, stock dividend, or recapitalization of the IPO Company; or SPAC Transaction(9) Series E Stock issued after the date hereof pursuant to the terms of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (a) itself and (b) its Affiliates; provided that each such Affiliate (x) is not a Competitor, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement (each as defined in the Purchase Agreement), as an “Investor” under each such agreement (provided that any Competitor shall not be entitled to any rights as an Investor under Subsections 3.1, 3.2, 3.3 and 4.1 hereof). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities. 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and then held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCompany’s Certificate of Incorporation). (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1 before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors. (f) In the event that the rights of a Major Investor to purchase New Securities under this Section 4.1 are waived with respect to a particular offering of New Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights (a “Waiving Investor”) actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on the same terms and conditions as such Waiving Investor (but excluding any attendant right to designate a member of or (ii) shares observer to the Company’s Board of Common Stock issued in Directors), the IPO or SPAC Transactionsame percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Major Investor.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided provided, that the Board of Directors has not reasonably determined in good faith that such Major Investor is a Competitorcompetitor of the Company). Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates”); provided that each such Affiliate (x) has not reasonably in good faith been determined by the Board of Directors to be a competitor of the Company and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 one hundred and twenty ninety (12090) 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) 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 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. (d) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have fifteen (15) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. (e) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO IPO; (iii) the issuance of shares of Series C Preferred Stock to Purchasers pursuant to the Purchase Agreement; and (iv) or SPAC Transactionthe issuance of warrants, or shares for which such warrants are exercisable, pursuant to that certain Senior Secured Delayed Draw Term Loan Facility between the Company and Perceptive CH II.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 4 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor that is an “accredited investor” (provided that as defined Rule 501(a) under the Board has not reasonably determined that such Major Investor is a CompetitorSecurities Act). Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. For the avoidance of doubt, a Major Investor that is not an “accredited investor” shall not have any right to be offered or to purchase New Securities from the Company pursuant to this Section 4. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that product of (x) the aggregate number of New Securities, times, (y) a fraction, the numerator of which is the aggregate number of shares of Common Stock (assuming the conversion into Common Stock of all outstanding shares of Preferred Stock) then held by such Major Investor and the denominator of which is the total number of shares of Common Stock of the Company then issued and held, or issuable outstanding (directly or indirectly) upon assuming the conversion and/or exercise, as applicable, into Common Stock of the all outstanding shares of Preferred Stock and any other Derivative Securities then heldsecurities convertible into Common Stock, by such Major Investor bears to if any, and the total Common Stock exercise of the Company all stock options (which amount shall include all shares issuable or issued upon exercise of outstanding stock options 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 the Major Investorswarrants)). At the expiration of such twenty (20) 20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion product of (x) the aggregate number of New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors, times, (y) a fraction, the numerator of which is the aggregate number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon assuming the conversion and/or exercise, as applicable, into Common Stock of all outstanding shares of Preferred Stock and any other Derivative Securities Stock) then held, held by such Fully Exercising Investor bears to and the denominator of which is the total number of shares of Common Stock issued and held, or issuable (directly or indirectlyassuming the conversion into Common Stock of all outstanding shares of Preferred Stock) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty (120) 90 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) 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) 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 agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 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. (d) The right of first offer in this Section 4.1 shall not be applicable to to: (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); (ii) New Securities expressly excluded in writing from this Section 4 by the Requisite Investors; and (iii) the issuance of shares of Common Series E Preferred Stock issued to Additional Purchasers pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the IPO or SPAC Transactionprovisions of this Section 4.1, the Company may elect to give notice to the Major Investors within 30 days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have 20 days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within 60 days of the date notice is given to the Investors. (f) Any notice required to be delivered to a X. Xxxx Price Investor under this Section 4 may be delivered to X. Xxxx Price in accordance with the notice requirements of the X. Xxxx Price Investors, and any notices required to be delivered by a X. Xxxx Price Investor to the Company may be delivered by X. Xxxx Price.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCompany’s Certificate of Incorporation) or (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities7, the Company shall hereby grants to each Investor a right of first offer such with respect to future sales by the Company of its New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitoras hereinafter defined). Each such Major Investor shall be entitled to apportion purchase its Proportionate Share of the right of first offer hereby granted to it among itself New Securities on the terms and its Affiliates in conditions as such proportions as it deems appropriateNew Securities are offered. (a) The In the event the Company proposes to issue New Securities, it shall give the Investor written notice (the “Offer Issue Notice”) to each Major Investor, of its intention stating (i) its bona fide intention a description of the New Securities it proposes to offer such New Securitiesissue, (ii) the number of such New Securities it proposes to be offeredoffer, and (iii) the price at which, and termsother terms on which, if any, upon which it proposes to offer such New SecuritiesSecurities and (iv) the number of New Securities that the Investor has the right to purchase under this Section 7.1, based on the Investor’s Proportionate Share. (b) By notification to the Company within twenty Within fifteen (2015) days after the Offer Issue Notice is givengiven (in accordance with Section 10.5), each Major the Investor may elect to purchase or otherwise acquirepurchase, at the price and on the terms specified in the Offer Issue Notice, up to that portion the number of such New Securities which equals the proportion proposed to be issued that the Common Stock issued Investor has the right to purchase based on the Investor’s Proportionate Share, respectively. An election to purchase shall be made in writing 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 must be given to the total Common Stock of the Company issued and held, or issuable within such fifteen (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all 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 (1015) 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 accordance with 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(c10.5). (c) If all any Investor fails to exercise its right to purchase its Proportionate Share of any New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b(each, a “Non-Exercising Investor”), the Company mayshall, during the ninety within five (905) day period following days after the expiration of the periods provided fifteen (15) day period described in Section 4.1(b7.1 (b), offer deliver written notice specifying the aggregate number of unpurchased New Securities that were eligible for purchase by all Non-Exercising Investors (the “Remaining Securities”) to each Investor that exercised its right to purchase its Proportionate Share of the New Securities (each, an “Exercising Investor”). Each Exercising Investor shall have a right of overallotment, and sell may exercise an additional right to purchase the remaining unsubscribed portion Remaining Securities by notifying the Company in writing within fifteen (15) days after receipt of such the notice by the Company pursuant to the prior sentence of this Section 7.1(b); provided, however, that if the Exercising Investors desire to purchase in aggregate more than the number of Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Investors in accordance with their relative pro rata shares. The closing of the sale of New Securities by the Company to the Investor upon exercise of its rights under this Section 7.1 shall take place simultaneously with the closing of the sale of New Securities to any Person or Persons at a price not less than, and upon terms no more favorable third parties. (d) The Company shall have one hundred twenty (120) days after the last date on which the Investor’s right of first offer lapsed to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for (pursuant to which the sale of the New Securities within such periodcovered thereby shall be closed, or if such agreement is not consummated at all, within thirty (30) days of from the execution thereof) to sell the New Securities which the Investors did not elect to purchase under this Section 7.1, at or above the price and upon terms not materially more favorable to the investors of such securities than the terms specified in the initial Issue Notice given in connection with such sale. In the event the Company has not entered into an agreement to sell the New Securities within such one hundred twenty (120) day period (or sold and issued New Securities in accordance with the foregoing within thirty (30) days from the date of said agreement), the right provided hereunder Company shall be deemed to be revived and not thereafter issue or sell any New Securities without first offering such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1. (d) The right of first offer the manner provided in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC Transaction7.1.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The Company shall not be required to offer or sell New Securities to any Investor who is not an accredited investor within the meaning of Rule 501 under the Securities Act or who would otherwise cause the Company to be in violation of applicable federal and state securities laws. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, offered and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 one hundred and twenty ninety (12090) 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) 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 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. (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 Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. For purposes of this Section 4 only, and notwithstanding any other provision hereof, MIT shall be deemed a Major Investor for so long as MIT continues to hold any Common Stock. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ), (ii) shares of Common Stock issued in the IPO or SPAC Transactionand (iii) any issuance of shares of Series B-1 Preferred Stock issued pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company, with the consent of the Board, including the Lead Preferred Director, may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor, but excluding any Early Converted Common Stock, bears to the total Common Stock of the Company issued and heldthen outstanding, or issuable (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then heldSecurities, by but excluding all the Early Converted Stock (such Major InvestorsInvestor’s “Pro Rata Amount”). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (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 heldheld (excluding all Early Converted Common Stock), 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 heldheld (excluding all Early Converted Common Stock), by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation), (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO, and (iii) the issuance of shares of Series C Preferred Stock pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company issues or proposes to offer or sell any New Securities, whether or not such issuance, offer or sale was solicited and/or initiated by the Company, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series A Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding). At the expiration of such twenty (20) 20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) 90 day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (iiCertificate of Incorporation);(ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO;and (iii) the issuance of shares of Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty forty-five (2045) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). At the expiration of such twenty forty-five (2045) 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 Subsection 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 Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety thirty (9030) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCompany’s Certificate of Incorporation) or and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. 8.1. Subject to the terms and conditions of specified in this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities8, the Company shall first offer such New Securities hereby grants to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor). Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among purchase its pro rata share of New Securities which the Company may, from time to time, propose to sell and issue after the date of this Agreement. Each Major Investor’s pro rata share, for purposes of this right of first offer, is equal to the ratio of (a) the number of shares of Common Stock owned by such Major Investor immediately prior to the issuance of New Securities (assuming full conversion, exercise or settlement of all outstanding convertible securities, rights, options, restricted stock units and warrants) to (b) the total number of shares of Common Stock of the Company then outstanding immediately prior to the issuance of New Securities (assuming full conversion, exercise or settlement of all outstanding convertible securities, rights, options, restricted stock units and warrants). Each Major Investor shall have a right of over-allotment such that if any Major Investor fails to exercise its right hereunder to purchase its pro rata share of New Securities, each fully exercising Major Investor may purchase the non-purchasing Major Investor’s portion on a pro rata basis. Each Major Investor may designate as purchaser under this Section 8 itself and or any of its Affiliates Affiliates, in such proportions as it deems appropriateappropriate in its sole discretion. 8.2. Each time the Company proposes to issue, offer or sell any Securities or other equity interests, or securities convertible into or exercisable for any Securities or other equity interests, the Company shall first make an offering of such Securities or other equity interests to each Major Investor in accordance with the following provisions: (a) The Company shall give deliver a written notice (the “Offer ROFO Notice”) to each Major Investor, Investor stating (i) its bona fide intention to issue, offer or sell such New Securities, (ii) the number of such New Securities to be offeredissued, offered or sold, and (iii) the price and terms, if any, upon which it proposes to issue, offer or sell such New Securities. (b) By notification to the Company within twenty Within fifteen (2015) days after delivery of the Offer Notice is givenROFO Notice, each Major Investor may may, by written notice to the Company (an “ROFO Election Notice”), elect to purchase or otherwise acquire, at such Major Investor’s pro rata share of such New Securities and to indicate whether such Holder desires to exercise its overallotment option for the price and on upon the terms specified in the Offer Notice, up to that portion of such New Securities which equals ROFO Notice by delivering a ROFO Election Notice stating therein 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 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 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 one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale quantity of New Securities pursuant to Section 4.1(c)be purchased. (c) If all New Securities referred such Major Investor elects to in the Offer Notice are not elected to be purchased purchase 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 obtain such Major Investor’s pro rata share of such New Securities to any Person or Persons at a price not less thanand its overallotment option, 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 then within thirty (30) days after delivery of the execution thereofROFO Election Notice, the right provided hereunder such Major Investor or its designated Affiliate shall be deemed to be revived and such New Securities shall not be offered unless first reoffered deliver to the Company the purchase price for such Securities and the Company shall deliver to such Major Investors in accordance with this Section 4.1Investor or its designated Affiliate one or more stock certificates representing the purchased New Securities. (d) The right of first offer in granted under this Section 4.1 Agreement shall expire upon, and shall not be applicable to, a Liquidity Event. (e) No Major Investor will have a right of first refusal to purchase a pro rata share of New Securities in accordance with this Section 8 if, and for so long as, a Major Investor, any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members or any person that would be deemed a beneficial owner of the securities of the Company held by the Holder (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act. 8.3. Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 8.3, the Company may elect to give notice to the Major Investors within 30 days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have 20 days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 8.1 before giving effect to the issuance of such New Securities. 8.4. This Section 8 shall not apply to (i) Exempted Securities (as defined in the Restated Certificate) exercise or settlement of options or restricted stock units held by the Founders, (ii) shares the grant, exercise or settlement of Common Stock issued in options to purchase Securities, restricted stock or restricted stock units, or any other equity or equity-linked incentive awarded or granted pursuant to the IPO Option Pool, (iii) any stock split, stock dividend or SPAC Transactionrecapitalization by the Company or (iv) the issuance of any securities that are debt securities (other than debt securities convertible into Securities).

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Holder. A Major Investor is a Competitor). Each such Major Investor Holder shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major InvestorHolder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock 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 Holder bears to the total Common Stock of the Company issued and heldFully Diluted Capitalization (such amount, 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 the Major Investorsa “Pro Rata Share”). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major InvestorHolder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors Holders were entitled to subscribe but that were not subscribed for by the Major Investors Holders which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) 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); provided that the periods of this Section 4.1(b) shall be deemed modified, solely with respect to Intel, as required to provide any cure period contemplated by Section 4.3 hereof. (c) 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 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 Holders 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 Restated Certificate) or ); (ii) New Securities issued pursuant to a bona fide acquisition of another entity by the Corporation by merger or consolidation with, purchase of substantially all of the assets of, or purchase of more than fifty percent of the outstanding equity securities of, the other entity, or issued pursuant to a joint venture agreement, provided that such issuances are approved by the Board (an “acquisition by the Company”); (iii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iv) the issuance of shares of Series F-1 Preferred Stock to Intel pursuant to Section 4.3. (e) In the event that the right of first offer in this Section 4.1 is waived pursuant to Section 6.6 hereof with respect to an issuance of New Securities by the Company, and any Major Holder that consented to such waiver pursuant to Section 6.6 (a “Waiving Major Holder”) is nevertheless permitted to purchase any such New Securities, each Major Holder that is not a Waiving Major Holder shall be entitled to purchase its Adjusted Pro Rata Share (as defined below) of such New Securities upon the terms and conditions set forth in this Section 4.1. For purposes of this Section 4.1(e), a Major Holder’s “Adjusted Pro Rata Share” of the New Securities subject to the waiver described herein shall be equal to (i) such Major Holder’s Pro Rata Share of such New Securities multiplied by (ii) the highest percentage (up to 100%) of any Waiving Major Holder’s Pro Rata Share that such Waiving Major Holder is permitted to purchase. For example, if only one Waiving Major Holder is permitted to purchase any New Securities and it is permitted to purchase 50% of its Pro Rata Share of the New Securities, each Major Holder’s Adjusted Pro Rata Share shall be 50% of its Pro Rata Share. For another example, if one Waiving Major Holder is permitted to purchase 60% of its Pro Rata Share and another Waiving Major Holder is permitted to purchase 110% of its Pro Rata Share, each Major Holder’s Adjusted Pro Rata Share shall be 100% of its Pro Rata Share.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 17 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (ai) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (iA) its bona fide intention to offer such New Securities, (iiB) the number of such New Securities to be offered, and (iiiC) the price and terms, if any, upon which it proposes to offer such New Securities. (bii) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Pro Rata Securities then held, held by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Pro Rata Securities then held, held by all the Major Investors. At the expiration of such twenty (20) 20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares New Securities available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) 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 New Securities 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 Pro Rata Securities then held, held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative total Pro Rata Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed sharesNew Securities. The closing of any sale pursuant to this Section 4.1(b15(a) shall occur within the later of one hundred and twenty (120) 60 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)given. (ciii) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b17(a)(ii), the Company may, during the ninety (90) 90 day period following the expiration of the periods provided in Section 4.1(b17(a)(ii), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company 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) 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 4.117(a). (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or (ii) shares of Common Stock issued in the IPO or SPAC Transaction.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification written notice to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, outstanding). Each such election shall be accompanied by all a representation letter that such Major Investor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Major InvestorsSecurities Act. 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 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateCompany’s Certificate of Incorporation) or and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it. in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 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) 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Section 1.2 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that product of (x) the aggregate number of New Securities, times, (y) a fraction, the numerator of which is the aggregate number of the Conversion Shares held by such Major Investor and the denominator of which is the total number of shares of Common Stock of the Company then issued and held, or issuable outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all outstanding shares of Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company 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 the Major InvestorsSecurities). 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 twenty (1020) 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 product of (x) the aggregate number of New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Common Stock issued and heldMajor Investors, or issuable times, (directly or indirectlyy) upon conversion and/or exercisea fraction, as applicable, the numerator of Preferred Stock and any other Derivative Securities which is the aggregate number of Conversion Shares then held, held by such Fully Exercising Investor bears to and the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, denominator of which is the Preferred Stock and any other Derivative Securities then held, total number of Conversion Shares held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor)Competitor of the Company. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, provided that each such Affiliate (x) is not a Competitor of the Company 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. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total number of shares of Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 such Major Investors were entitled to subscribe subscribe, but that were not subscribed for by the Major Investors Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty (120) days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If fewer than 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Certificate of Incorporation), (ii) any shares of Series B Preferred Stock sold pursuant to the Purchase Agreement, and (iii) shares of Common Stock issued in the IPO IPO. (e) The rights of the Major Investors to purchase New Securities under this Section 4.1 may be modified or SPAC Transactionwaived in accordance with Section 6.6; provided, however, that in the event such rights to purchase New Securities under this Section 4.1 are waived and any Major Investor(s) purchase New Securities, the Company shall give notice to the other Major Investors within thirty (30) days after the initial issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each such other Major Investor shall have twenty (20) days from the date such notice is given to elect to purchase on similar terms and conditions in a subsequent closing up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities2.3, the Company shall first offer such New Securities hereby grants to each Major Investor (as hereinafter defined) a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, a “Major Investor” shall be an Investor who holds at least 500,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and/or Series E Preferred Stock (and/or the Common Stock issued upon conversion thereof); provided that for the Board has not reasonably determined that purpose of determining which persons qualify as Major Investors, persons may aggregate holdings with affiliated persons to meet the qualifying threshold and in such case where the affiliated group of persons holds at least 500,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and/or Series E Preferred Stock (and/or the Common Stock issued upon conversion thereof), each person in such affiliated group shall be a Major Investor. For purposes of this Section 2.3, Major Investor is includes any general partners and affiliates of a Competitor)Major Investor. Each such A Major Investor shall be entitled who chooses to apportion exercise the right of first offer hereby granted to it among may designate as purchasers under such right itself and or its Affiliates partners or affiliates in such proportions as it deems appropriate.. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions: (a) The Company shall give deliver a notice by certified mail (the “Offer Notice”) to each the Major Investor, Investors stating (i) its bona fide intention to offer such New SecuritiesShares, (ii) the number of such New Securities Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New SecuritiesShares. (b) By notification to the Company within twenty (20) Within 20 calendar days after delivery of the Offer Notice is givenNotice, each Major Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, and exercise of the Preferred Stock and any other Derivative Securities all convertible or exercisable securities then held, by such Major Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). Such purchase shall be completed at the Company issued and held, same closing as that of any third party purchasers 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 the Major Investorsat an additional closing thereunder. At the expiration of such twenty (20) day period, the The Company shall promptly notify promptly, in writing, inform each Major Investor that elects to purchase or acquire purchases all the shares available to it (each, a “Fully Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day 10)-day period commencing after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities Shares for which Major Investors were entitled to subscribe but that which were not subscribed for by the Major Investors which that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, and exercise of Preferred Stock and any other Derivative Securities all convertible or exercisable securities then held, by such Fully Fully-Exercising Investor bears to the total number of shares of Common Stock issued then outstanding (assuming full conversion and held, exercise of all convertible 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(cexercisable securities). (c) 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 The Company may, during the ninety (90) 60-day period following the expiration of the periods period provided in Section 4.1(b)subsection 2.3(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities the Shares to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within thirty (30) 90 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1herewith. (d) The right of first offer in this Section 4.1 paragraph 2.3 shall not be applicable to (i) Exempted Securities (as defined the issuance of securities in the Restated Certificate) connection with stock splits or dividends; (ii) shares the issuance of Common Stock (or options therefor) to employees, consultants and directors of the Company or any of its subsidiaries, pursuant to stock option or stock purchase plans or agreements approved by at least 66 2/3% of the members of the Board of Directors; (iii) the issuance of securities to financial institutions or lessors in connection with bona fide commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions the purpose of which is not to raise capital, in each case approved by at least 66 2/3% of the members of the Board of Directors; (iv) the issuance of securities pursuant to the exercise of warrants outstanding as of the date of this Agreement; (v) the issuance of securities in connection with a bona fide acquisition, merger or similar transaction, the terms of which have been approved by at least 66 2/3% of the members of the Board of Directors; (vi) the issuance or sale of the Series E Preferred Stock pursuant to the Amended Purchase Agreement, as may be further amended from time to time, and shares of Series E Preferred Stock and Common Stock issuable upon the exercise of warrants issued pursuant to such Amended Purchase Agreement; (vii) the issuance of common stock in a Qualified Public Offering prior to or in connection with which all outstanding shares of Preferred Stock will be converted to Common Stock; (viii) the IPO issuance of securities to an entity, as a component of any bona fide business relationship with such entity also involving a material marketing, distribution, product development and/or technology licensing arrangement approved by at least 66 2/3% of the members of the Board of Directors; (ix) securities issued with the written waiver of the right of first offer in this paragraph 2.3 to which the Major Investors may be entitled, executed by the holders of at least 66 2/3% of the outstanding Preferred Stock; or SPAC Transaction(x) the issuance of common stock upon conversion of the Preferred Stock. In addition to the foregoing, the right of first offer in this paragraph 2.3 shall not be applicable with respect to any Major Investor and any subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501 (a) under the Securities Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors.

Right of First Offer. (a) Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates as long as any such Affiliate 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. For purposes of clarity and notwithstanding anything to the contrary set forth herein, the determination that an Investor is a Competitor shall not diminish or abrogate a Major Investor’s rights of first refusal as provided in this Section 4. (ab) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bc) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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(bSubsection 4.1(c) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(cSubsection 4.1(d). (cd) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(bSubsection 4.1(c), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(bSubsection 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 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 Subsection 4.1. (de) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO. (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(c) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such Major The Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among itself and its Affiliates; provided that each such Affiliate or Investor Beneficial Owner agrees to enter into this Agreement as an “Investor.” (a) The Company shall give notice (the “Offer Notice”) to each Major the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty fifteen (2015) days after the Offer Notice is given, each Major the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or then held by the Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, exercise of the Preferred Stock and any other Derivative Securities then held, held by such Major Investor the Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the Preferred Stock and any other all Derivative Securities then held, by all 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 sharesSecurities). The closing of any sale pursuant to this Section Subsection 4.1(b) shall occur within the later of one hundred and twenty forty-five (12045) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Investor in accordance with this Section Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) sale of securities to employees of the Company or (ii) shares of Common Stock issued in the IPO a subsidiary pursuant to a stock option, stock purchase, or SPAC Transactionsimilar plan.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 16.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Stockholder and the Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor). Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriateHolder. (a) The Company shall give notice (the “Issuance Offer Notice”) to each Stockholder and the Major InvestorHolder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty five (205) days Business Days after the Issuance Offer Notice is given, each Stockholder or the Major Investor Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Issuance Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued then held by such Stockholder and heldthe Major Holder, or as applicable, (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the any Preferred Stock and any other Derivative Securities then held, held by such Stockholder or Major Investor Holder, as applicable) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the any Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding). At the expiration of such twenty five (205) day Business Day period, the Company shall promptly notify each Stockholder and the Major Investor Holder, as applicable, that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Stockholder’s or the Major InvestorHolder’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 the Stockholders and the Major Investors Holder were entitled to subscribe but that were not subscribed for by the Stockholders or the Major Investors Holder, as applicable, 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 any 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 any 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(b16.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Issuance Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c16.1(c). (c) If all New Securities referred to in the Issuance Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b16.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b16.1(b), offer and enter into an agreement to 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 Issuance 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 Stockholders and the Major Investors Holder in accordance with this Section 4.116.1. (d) The right of first offer in this Section 4.1 16.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Securities, (ii) shares of Common Stock issued in the an IPO or SPAC Transaction(iii) shares of Common Stock issued in the Private Placements Financing Round. (e) Notwithstanding the foregoing and Section 17.6, the Company may waive the rights of the Stockholders and the Major Holder to purchase New Securities under this Section 16.1 with the approval of the Major Holder and the Stockholders owning a majority of the shares of Common Stock held by all of the Stockholders; provided, that, in the event that the rights of a Stockholder to purchase New Securities under this Section 16.1 are waived with respect to a particular offering of New Securities without such Stockholder’s prior written consent (a “Waived Investor”) and any Stockholder or the Major Holder that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Stockholder or the Major Holder.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, and (ii) its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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 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 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series C Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor holder of Preferred Stock (provided that the Board has not reasonably determined that such Major Investor is a Competitor“Preferred Stock Investor”). Each such Major A Preferred Stock Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Preferred Stock Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Preferred Stock Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, held by such Major Preferred Stock Investor bears to the total Common Stock of the Company 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 the Major Preferred Stock Investors. At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Preferred Stock Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Preferred Stock 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 Preferred Stock Investors were entitled to subscribe but that were not subscribed for by the Major Preferred Stock 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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 Preferred Stock 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 Restated Certificate) or Company’s Articles of Incorporation); and (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and Subsection 4.1, applicable securities lawslaws and except as set forth in any agreements between the Company and any Investor, if the Company proposes to offer or sell any New Securities, Securities the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock issuable or issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and but excluding any other Derivative Securities then held, held by such Major Investor or shares reserved under the any equity compensation plan) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of all Preferred Stock) immediately prior to the Preferred Stock and any other Derivative Securities then held, by all the Major Investorsissuance of such New 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 Subsection 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 Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ), (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Series C Preferred Stock to pursuant to the Purchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided, that the Company’s Board of Directors has not reasonably determined any such Affiliate is a Competitor. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or 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 vested Derivative Securities then held, held by such Major Investor Investor) bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Preferred Stock and any other Derivative Securities then held, by all the Major Investorsoutstanding). 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 vested 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 vested 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 Subsection 4.1(b) shall occur within the later of one hundred and twenty ninety (12090) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section Subsection 4.1(b), the Company may, during the ninety (90) 90 day period following the expiration of the periods provided in Section Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 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 Subsection 4.1. (d) The right of first offer in this Section Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate) or ); (ii) shares of Common Stock issued in the IPO or SPAC TransactionIPO; and (iii) the issuance of shares of Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor, with the amount of such New Securities eligible to be purchased by such Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)in accordance with this Section 4.1. Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “"Offer Notice”") to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series D Preferred Stock and any other Derivative Securities then held, by such Major Investor Person bears to the total Common Stock of the Company issued and held, or issuable then outstanding (directly or indirectly) upon assuming full conversion and/or exercise, as applicable, of the all Series D Preferred Stock Stock, Series B Preferred Stock, and any other Derivative Securities then held, by all the Major InvestorsSecurities). 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”Stockholder") of any other Major Investor’s 's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor Stockholder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series D Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor Stockholder bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series D Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors Stockholders 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 Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in 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 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. (d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated CertificateSeries D Certificate of Designation) or and (ii) shares of Common Stock issued in the IPO or SPAC Transactionan underwritten public offering.

Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor)Investor. Each such A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued 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 such Major Investor bears to the total Common Stock of the Company 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 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 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 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) 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 sixty (9060) 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 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 Holders 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 Restated Certificate) or Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in a Qualified IPO; (iii) the IPO issuance of shares of Series A Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement; or SPAC Transaction(iv) covered transactions as to which the Holders of two-thirds (66 2/3%) of the then outstanding Registrable Securities, or two-thirds of the directors of the Company then in office, duly acting by vote at a meeting or written consent, waive the applicability of this Section 4.1.