Common use of RIGHT TO INVEST Clause in Contracts

RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing Date, Designated Holders shall have the right, in their respective discretion, to participate in any one or more of such Qualified Financings, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPO, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwriters), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairment.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after HilleVax shall use its commercially reasonable efforts to provide the Closing DateLenders or their permitted assignees or nominees, Designated Holders shall have designated as such in writing to Borrower, the rightopportunity, in their respective discretion, to participate in any one (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next Subsequent Financing in an aggregate amount of up to the difference between $10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or more their permitted assignees or nominees purchased $6,000,000 of such HilleVax’s Equity Interests in the Qualified FinancingsIPO, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to then HilleVax shall use its commercially reasonable efforts to provide Designated Holders the Lenders or their respective permitted assignees or nominees with nominees, the opportunity to invest participate in an amount equal to $4,000,000 in the next Subsequent Financing), in each such Qualified Financing if it is lawful to do so (case for all Lenders and their permitted assignees or if the Qualified Financing is an IPOnominees, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwriters)each case, on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that IPO or Subsequent Financing (as applicable). If the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation including with respect thereto. Borrower Representative shall not take any action to avoid obligations of confidentiality or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may otherwise be necessary required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVax, or appropriatean investment bank or underwriter engaged on HilleVax’s behalf, but only to shall provide the extent Lenders or their permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairmentat least two (2) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (i) termination of this Agreement, (ii) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 of HilleVax’s Equity Interest in the Qualified IPO, or (iii) consummation of the next Subsequent Financing.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing Date, Designated Holders shall have the right, in their respective discretion, to participate in any one or more of such Qualified Financings, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOIPOUnderwritten Public Offering, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPOIPOUnderwritten Public Offering; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPOIPOUnderwritten Public Offering, or the price per share of the Borrower Representative’s securities offered in the IPOIPOUnderwritten Public Offering, then the investment may be reduced as necessary to the extent reasonably determined by the underwriters), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairment.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after 8.1 Subject to the Closing Dateterms and conditions hereof, Designated Holders including, without limitation, Section 11.13 hereof, Lender shall have the right, in their respective its discretion, to participate in any one or more Subsequent Financing by investing up to an aggregate of such Qualified Financings$2,000,000, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPO, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwriters), case on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financings; provided, however, that the obligation of the Borrower to issue and sell to the Lender any equity securities pursuant to this Section 8.1 is subject in all cases to the preparation, execution and delivery by the Borrower and the Lender of a purchase agreement containing the same terms and conditions set forth in the agreement between the Borrower and other investors participating in the applicable Subsequent Financing, if any, and other terms and conditions reasonable acceptable to the Borrower and the Lender, and the receipt of any required regulatory approval. In no event shall Lender have the right to invest more than an aggregate of $2,000,000 during the Participation Period in all Subsequent Financings pursuant to the rights granted to Lender under this Section 8. 8.2 In lieu of giving notice to Lender of, and an opportunity to participate in, any Subsequent Financing prior to the closing thereof, Borrower may, at its election, satisfy its obligations under Section 8.1 with respect to such Qualified Subsequent Financing by giving notice (a “Sale Notice”) to Lender of the closing of such Subsequent Financing; , which Sale Notice shall be delivered by Borrower within ten (10) business days of such closing and shall include an offer by Borrower to sell to Lender, on terms and conditions (including with respect to pricing) that are no less favorable to Lender than those provided to investors in such Subsequent Financing, up to the number of the type of equity securities issued in such Subsequent Financing that may be purchased for an amount equal to the maximum aggregate investment difference between (i) $2,000,000 and (ii) the amount previously invested by Designated Holders for all participation in Qualified Financings Lender pursuant to this Section 6.14 8, if any. Lender shall be $5,000,000. Borrower Representative shall provide have ten (10) business days from receipt of a Sale Notice to elect to accept the offer to sell equity securities set forth therein by delivering a written notice of acceptance to Administrative Agent not later than Borrower. For the date upon which potential investors are notified avoidance of a Qualified Financingdoubt, and if a Designated Holder desires to exercise its the fact that Lender may have the right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.148.2 to purchase the type of equity securities offered in a Subsequent Financing subsequent to the closing of such Subsequent Financing shall not be considered a term or condition of any offer made pursuant to this Section 8.2 that is less favorable to Lender than the terms and conditions provided to investors in such Subsequent Financing. 8.3 Notwithstanding anything to contrary in this Section 8, but will at all times Lender shall not have the right to participate in, and Borrower shall not be required to offer or sell any equity securities to Lender in, any Subsequent Financing if such offer, sale or participation in such Subsequent Financing would, in the good faith assist determination of the Borrower, (i) require the Borrower to obtain the approval of its stockholders pursuant to applicable securities exchange rules, including those of The NASDAQ Stock Market, LLC, (ii) result in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by a violation of any applicable law, to protect rule or regulation or (iii) adversely affect such Subsequent Financing (including the rights of Designated Holders and their respective assignees or nominees hereunder against impairmentmarketing thereof) that the Borrower is engaged in at such time.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after Borrower shall permit the Closing Date, Designated Holders shall have the right, in their respective discretion, Lenders to participate in any one or more Subsequent Financings in an aggregate amount of such Qualified Financings, provided that up to One Million Dollars ($1,000,000) (with respect to any Qualified all such Subsequent Financings) on the same terms, conditions, and pricing offered by Borrower to other investors participating in such Subsequent Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing (if it is lawful to do so under applicable securities laws and regulations and permitted under applicable stock exchange rules without requiring stockholder approval); provided, however, (or i) if the Qualified Subsequent Financing is a public offering (other than an Underwritten Offering (as defined below)) pursuant to a registration statement under the Securities Act of 1933, as amended (a “Registered Offering”), Borrower shall use commercially reasonable efforts to provide the Lenders with the opportunity to invest in such Subsequent Financing (if it is lawful to do so under applicable laws and regulations and applicable stock exchange rules without requiring stockholder approval) on the same terms, conditions and pricing afforded to other investors participating in such Subsequent Financing; and (ii) if the Subsequent Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act of 1933, to as amended (a “Underwritten Offering”), Borrower shall use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders the Lenders an allocation of securities in such offering or (if it is lawful to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersdo so under applicable laws and regulations and applicable stock exchange rules without requiring stockholder approval), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided offering. Nothing herein shall require Borrower to offer to Lenders any governance rights, including a seat on Borrower’s Board of Directors, which terms may be offered to other investors at Borrower’s discretion. This Section 3I, and all rights and obligations granted hereunder, shall automatically terminate upon the earliest of (i) the eighteen (18) month anniversary of the Closing Date, (ii) such time that the maximum Lenders have purchased One Million Dollars ($1,000,000) of Borrower’s equity securities in the aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later the preceding sentence in prior Subsequent Financings and (iii) the repayment in full of all Obligations (other than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairmentinchoate indemnity obligations).

RIGHT TO INVEST. In connection with any up to three (3) Qualified Financings consummated after the Closing Date, Designated Holders Lenders or their respective assignees or nominees shall have the right, in their respective discretion, its discretion to participate in any one or more of such Qualified FinancingsFinancing, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders the Lenders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders the Lenders or their respective assignees or nominees an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the minimum aggregate investment by Lenders and their respective assignees or nominees for each Qualified Financing shall be $1,500,000 and that the maximum aggregate investment amount by Designated Holders Lenders and their respective assignees or nominees for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder Lender desires to exercise its right to participate in such Qualified Financing, such Designated Holder Lender shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. In the event that any such notice contains confidential information, Borrower Representative agrees to maintain the confidentiality of such information and not to use such information for any purposes other than to evaluate its participation in any Qualified Financing. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders Lenders and their respective assignees or nominees hereunder against impairment." 2) Except as expressly modified by this Amendment, the Agreement shall remain unchanged and in full force and effect in accordance with its terms. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of any laws other than those of the State of New York.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing Date, Designated Holders shall have the right, in their respective discretion, discretion to participate in any one or more of such Qualified FinancingsFinancing, provided that with respect to any Qualified Financing that is a public offering of Borrower RepresentativeParent, Borrower Representative Parent agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 6.13 shall be Five Million Dollars ($5,000,0005,000,000.00). Borrower Representative Parent shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative Parent shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.146.13, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairment.

RIGHT TO INVEST. (a) In connection with any Qualified Financings consummated after the Closing Second Amendment Effective Date, Designated Holders Lenders or their respective assignees or nominees shall have the right, in their respective discretion, discretion to participate in any one or more of such Qualified Financings, Financing; provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders the Lenders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders the Lenders or their respective assignees or nominees an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders Lenders and their respective assignees or nominees for all participation in Qualified Financings pursuant to this Section 6.14 6.13 shall be $5,000,0002,500,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder Lender desires to exercise its right to participate in such Qualified Financing, such Designated Holder Lender shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.146.13, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders Lenders and their respective assignees or nominees hereunder against impairment.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing Date, Borrower Representative agrees to use commercially reasonable efforts to grant to Designated Holders shall have the right, in their respective discretion, to participate in any one or more of such Qualified Financings, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer the Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 6.13 shall be Five Million Dollars ($5,000,000. 5,000,000.00) Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.146.13, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective authorized assignees or nominees hereunder against impairment.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after Lender or its assignee or nominee (such Person, the Closing Date, Designated Holders “Potential Participant”) shall have the right, in their respective its discretion, to participate in any one or more Subsequent Financings in an aggregate amount, for all such Subsequent Financings in which Borrower participates, of such Qualified Financings, provided that with respect up to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with One Million Dollars ($1,000,000) (the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPO, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwriters“Participation Limit”), on the same terms, conditions and pricing afforded to other investors others participating in any such Qualified Subsequent Financing; provided that . In the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant event Borrower proposes to this Section 6.14 undertake a Subsequent Financing and the Participation Limit has not been previously been reached, Borrower shall be $5,000,000follow the procedures set forth below: (a) Borrower shall deliver to the Potential Participant written notice of its intention to pursue such a Subsequent Financing (the “Initial Notice”). Borrower Representative The Potential Participant shall provide have three (3) Business Day from delivery of the Initial Notice to deliver written notice to Administrative Agent not later than the date upon which potential investors are notified Borrower of a Qualified Financing, and if a Designated Holder desires its desire to exercise its right receive additional information regarding such Subsequent Financing to determine whether it wishes to participate in such Qualified Subsequent Financing. If the Potential Participant declines to request such additional information or fails to respond in writing to the Initial Notice within three (3) Business Day, the Potential Participant’s participation rights under this Section shall be deemed waived for a period of one hundred twenty (120) days from the date of delivery of the Initial Notice. (b) Following timely receipt of the Potential Participant’s request for additional information, Borrower shall deliver written notice (the “Financing Notice”) describing such Designated Holder shall cooperate Subsequent Financing and setting forth in reasonable detail the price and the terms and conditions upon which Borrower proposes to consummate its investment issue securities in such closing promptly Subsequent Financing. The Potential Participant shall have five (5) Business Days from delivery of such Financing Notice to elect in writing to invest in the Subsequent Financing for the price and upon receipt the terms and conditions specified in the Financing Notice by giving written notice to Borrower and stating therein the amount of documentation such investment (which amount, together with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations all other investments pursuant to this Section 6.14Section, but will shall not exceed the Participation Limit). If the Potential Participant makes such election, Borrower shall promptly deliver to the Potential Participant the current draft copies of all definitive transaction agreements, instruments and documents, and thereafter as and when delivered to the other potential purchasers therein. The Potential Participant may revoke its election to participate in a Subsequent Financing at all times in good faith assist any time prior to the closing thereof by written notice to Borrower. (c) In the event that the Potential Participant declines to participate in the carrying out the same and take all such action as may be necessary Subsequent Financing or appropriate, but only fails to respond to the extent permitted by lawFinancing Notice within five (5) Business Days, the Potential Participant’s participation rights under this Section shall be deemed waived with respect to protect such Subsequent Financing, and Borrower shall have one hundred twenty (120) days following the rights of Designated Holders date the Financing Notice was delivered to consummate the Subsequent Financing, at a price and their respective assignees upon terms not materially more favorable in any respect to the investors thereof than specified in the Financing Notice. If Borrower has not consummated the Subsequent Financing within such one hundred twenty (120) day period, Borrower shall not thereafter consummate such Subsequent Financing or nominees hereunder against impairmentany other Subsequent Financing without first delivering a new Initial Notice to the Potential Participant and following the other procedures set forth in this Section.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing Date, Designated Holders shall have the right, in their respective discretion, discretion to participate in any one or more of such Qualified FinancingsFinancing, provided that with respect to any Qualified Financing that is a public offering of Borrower RepresentativeParent, Borrower Representative Parent agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation participations in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000; provided further, that, if in connection with such offering, (i) the aggregate bona fide commitments to purchase allocations are less than an amount which would provide the Designated Holders, on a pro rata basis, an aggregate investment of $5,000,000, or (ii) demand in connection with such offering otherwise exceeds the size of any such offering, the allocation of Designated Holders shall be reduced accordingly on a pro rata basis. Borrower Representative Parent shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative Parent shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairment.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing DateDate and prior to the payment in full of the Loans, Designated Holders shall have the right, in their respective discretion, discretion to participate in any one or more of such Qualified FinancingsFinancing, provided that with respect to any Qualified Financing that is a public offering of Borrower RepresentativeIssuer, Borrower Representative Issuer agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. The right to invest hereunder shall not entitle Designated Holders to any allocation in any public offering, provided that this sentence shall not negate Borrower Representative Representative’s obligation to use commercially reasonable efforts as set forth in the foregoing sentence. In any Qualified Financing that is not a public offering, Issuer shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate use commercially reasonable efforts to permit Designated Holder to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative Issuer shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairment.

RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing Date, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders shall have the right, in their respective discretion, opportunity to participate in any one or more of such Qualified FinancingsFinancing, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairment.