Common use of Participation Right Clause in Contracts

Participation Right. The Purchaser has the right of first refusal to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time to time issue after the date of this Agreement, excluding Carve Out Stock as such term is defined in the Company’s Amended and Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investors.

Participation Right. The Purchaser has the right of first refusal Except for Transfers (i) pursuant to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time Section 9.4 or Section 10.1, (ii) to time issue after the date of this Agreementa Permitted Transferee or (iii) among Significant Interest Holders, excluding Carve Out Stock as such term is defined in the Company’s Amended event that one or more Significant Interest Holders (individually and Restated Certificate collectively, the “Tag Along Selling Member”) desire to Transfer Membership Interests [or other Equity Securities] representing more than [40]% of Incorporation the then outstanding Membership Interests or other Equity Securities (the “New Tag Along Securities”) to any Transferee in any transaction or a related series of transactions (any such transaction subject to this Section 9.3(a). The Purchaser’s , a “Pro Rata Share” means that portion Tag Along Sale”), then such Tag Along Selling Member shall give NGR Management written notice (the “Tag Along Sale Notice”) specifying in reasonable detail the material terms and conditions of such New Securities that equals the proportion that Tag Along Sale, including the identity of the prospective Transferee(s), the number and class of Purchased Shares issued Tag Along Securities to be Transferred and held by Purchaser the proposed amount and form of consideration to be paid in connection with such Tag Along Sale. Within [two (assuming full conversion and exercise 2)] Business Days after receipt of all convertible and exercisable securities then outstanding) bears the Tag Along Sale Notice, NGR Management shall deliver the Tag Along Sale Notice (together with a statement as to the total number of shares of Common Stock outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the Company then outstanding applicable Equity Agreement pursuant to which they were issued) held by the Tag Along Selling Member and all of the Tag Along Rights Holders) to each Member (assuming full conversion other than the Tag Along Selling Member and exercise any Management Investor) that has agreed in writing to be bound by the terms and conditions of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities this Agreement (the “NoticeTag Along Rights Holders”). Each Tag Along Rights Holder may irrevocably elect to sell in such Tag Along Sale, describing up to an aggregate amount of Membership Interests and/or Equity Securities equal to the type product of New (x) the number of Tag Along Securities proposed to be sold in the contemplated Tag Along Sale and (y) a fraction, the numerator of which is the number of Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by such Tag Along Rights Holder, and the price denominator of which is the total number of outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the general terms upon of the applicable Equity Agreement pursuant to which they were issued) held by the Company proposes to issue Tag Along Selling Member and all of the New Securities. The Purchaser will have (10) business days from the date of noticeTag Along Rights Holders, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice of such irrevocable election to NGR Management within [ ]15 days of receipt by such Tag Along Rights HoldersHolder of the Tag Along Sale Notice (which notice NGR Management will promptly deliver to the Company and stating therein Tag Along Selling Member within [15] days after delivery of the quantity of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Tag Along Sale Notice to the Purchaser. If Tag Along Rights Holders by NGR Management (the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to “Tag Expiration Date”) (such Members delivering such notice of election in accordance with this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at 9.39.2(a), collectively, the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investorsElecting Members”).

Participation Right. The Purchaser has If LMI Partner, SC Partner or an Affiliate of LMI Partner or SC Partner desires to acquire JCOM Shares through an Ordinary Market Transaction or from JCOM or any Person other than an Affiliate of such Partner, the Partner that desires to acquire JCOM Shares or whose Affiliate desires to acquire JCOM Shares (the “Purchasing Partner”) must first give prompt written notice to the other Limited Partner (the “Non-Purchasing Partner”) offering the Non-Purchasing Partner the right of first refusal (a “Participation Right”) to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time a percentage, not to time issue after the date of this Agreement, excluding Carve Out Stock as such term is defined exceed its Percentage Interest (and which will include in the Companycase of the LMI Limited Partner, the General Partner’s Amended and Restated Certificate Percentage Interest), of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of additional JCOM Shares that the Purchasing Partner or its Affiliate proposes to acquire on the same terms and conditions. The Notice will specify in reasonable detail (a) the number of JCOM Shares proposed to be acquired, (b) the proposed purchase price per JCOM Share or, with respect to JCOM Shares proposed to be acquired through Ordinary Market Transactions, the maximum price at which shares of Common Stock will be acquired, (c) with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the time period over which such shares will be acquired, (d) except with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the identity of the Company then outstanding Person from whom the Purchasing Partner or its Affiliate intends to acquire the JCOM Shares and the name of its ultimate parent company and controlling shareholder(s), if any, and (assuming full conversion e) any other material terms and exercise conditions of all convertible and exercisable securities then outstanding)the proposed transaction. If the Company proposes Non-Purchasing Partner desires to undertake an issuance accept all or any portion of New Securitiesits Participation Right, it shall give notice to the Purchaser Non-Purchasing Partner will notify the Purchasing Partner in writing of its intention to issue New Securities (acquire all or a portion of its Percentage Interest of the “Notice”)JCOM Shares, describing such Notice to be given to the type Purchasing Partner within 20 Business Days following the Non-Purchasing Partner’s receipt of New Securities Notice of its Participation Right with respect to the acquisition of JCOM Shares in Ordinary Market Transactions or any other acquisition of JCOM Shares and which will constitute the price and Non-Purchasing Partner’s agreement to acquire such JCOM Shares on the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice (including in the case of Ordinary Market Transactions, to acquire such JCOM Shares from time to time during the period specified in the Notice given by giving written notice to the Company Purchasing Partner) and stating therein the quantity of New Securities to be purchased (not bound by the terms and conditions of such purchase. If any consideration other than cash is to exceed be paid by the Purchaser’s Pro Rata Share)Purchasing Partner or its Affiliate in exchange for the JCOM Shares to be acquired, the Purchasing Partner will take all necessary actions to permit the Non-Purchasing Partner to be able to use cash to exercise its Participation Right, with the value of any non-cash consideration to be paid by the Purchasing Partner to be valued at its Fair Market Value, as reasonably determined by the unanimous agreement of the Limited Partners. If the Purchaser fails Limited Partners are unable to agree on the Fair Market Value within 30 days following the Purchasing Partner’s receipt of the Non-Purchasing Partner’s Notice to exercise its Participation Right, each Limited Partner will retain within 45 days following the receipt of such Notice, an internationally recognized investment bank to determine Fair Market Value in full accordance with the right valuation process specified in 5.4(b). The closing of first refusal any purchase of JCOM Shares under this 14.4 will occur at the time and place reasonably specified by the Purchasing Partner, with each Limited Partner directly purchasing the JCOM shares to be acquired by it pursuant to this 14.4. If the Non-Purchasing Partner elects not to exercise its Participation Right, which election will be deemed to have been made by the Non-Purchasing Partner if it does not notify the Purchasing Partner within the (10) business day such 20-Business Day period, then the Company will have (120) days thereafter to sell Purchasing Partner or its Affiliate may acquire a number of JCOM Shares no greater than the New Securities with respect to which amount specified in its Notice and on the Purchaser’s rights of first refusal hereunder were not exercised, at a price terms and upon general terms not materially more favorable to the purchasers thereof than conditions specified in the Company’s Notice Notice, without further notice to the PurchaserNon-Purchasing Partner. If For the Company has avoidance of doubt, the Partners agree that this 14.4 is not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities applicable to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) acquisition of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investorsJCOM Merger Shares.

Participation Right. The Purchaser has Company hereby grants the Investor the right but not the obligation (the Participation Right), at the Investor’s sole discretion, to participate in any equity financing of first refusal the Company (including any financing of securities convertible for, or exchangeable into, Shares of the Company) (each a Subsequent Equity Financing), whereby the Investor may subscribe for up to purchase fifteen percent (15%) of each Subsequent Equity Financing on terms and conditions (if any) identical to all other subscribers in such financing, provided, however, that: (i) the Purchaserlimitations set forth in clause 5.4(e) shall apply mutatis mutandis to the Investor’s Pro Rata Share exercise of any new the Participation Right and (ii) the Investor may not participate in a Subsequent Equity Financing for an amount of securities that would exceed the Share Maximum, unless, the Company may has obtained the approval of the TSX to issue such Shares without shareholder approval. The Company shall provide the Investor with prompt notice in writing of each Subsequent Equity Financing, including all particulars of such Subsequent Equity Financing (the Financing Notice). Each Financing Notice shall be accompanied by all documentation (including without limitation, disclosure documents, offering memoranda, and definitive agreements), as are provided to other subscribers in such Subsequent Equity Financing The Investor shall have no less than five (5) Business Days from time to time issue after the date of receipt of a Financing Notice to advise the Company whether it wishes to participate in such Subsequent Equity Financings and the amount for which the Investor wishes to subscribe under this Agreementclause 10.4, excluding Carve Out Stock which may be less than its entitlement hereunder, provided that if the Company is proposing to undertake a Bought Deal in respect of such Subsequent Equity Financing, the Company shall give such Financing Notice to the Investor as such term is defined early as practicable in the Company’s Amended and Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock circumstances in light of the Company then outstanding (assuming full conversion speed and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities urgency under which Bought Deals are conducted and the price and the general terms upon which the Company proposes to issue the New Securities. The Purchaser will Investor shall have three (103) business days from the date of notice, receipt of a Financing Notice to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to advise the Company whether it wishes to participate in such proposed Bought Deal and stating therein the quantity amount for which the Investor wishes to subscribe under this clause 10.4, which may be less than its entitlement hereunder. The Participation Right shall continue for a period of New Securities two years from the Closing Date (the Participation Right Period) and shall survive termination or expiration of this Agreement and may be exercised once in whole or in part in respect of each Subsequent Equity Financing conducted, or to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day periodconducted, then by the Company will have (120) days thereafter to sell during the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercisedParticipation Right Period. For greater certainty, at so long as a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchaser. If Subsequent Equity Financing is announced by the Company has not issued and sold during the New Securities within Participation Right Period, the 120-day periodParticipation Right shall apply, then even though such Subsequent Equity Financing may be completed after the Participation Right Period. The Company shall not thereafter issue complete a Subsequent Equity Financing until it has complied with this clause 10.4, provided that the restrictions imposed by the application of clause 5.4(e), mutatis mutandis or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 Share Maximum shall not be applicable constitute non-compliance with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investorsthis clause 10.4.

Participation Right. The Purchaser has Company covenants and agrees with the right of first refusal to purchase the Purchaser’s Pro Rata Share of any new securities Subscriber that the Company may from time to time issue after the date of this Agreement, excluding Carve Out Stock effective as such term is defined in the Company’s Amended and Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New SecuritiesClosing Date, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which if the Company proposes to issue (a “Future Offering”) any Shares or securities convertible into Shares (the New “Offered Securities”), the Company will provide the Subscriber with at least 14 days prior notice of such issuance (the “Offering Notice”) including the number of securities to be issued, the rights, privileges, restrictions, terms and conditions of the securities and the price per security to be issued. The Purchaser will Subscriber, together with its affiliates, shall have the right (10) business days from the date “Participation Right’), upon receipt of noticean Offering Notice, to agree subscribe for and to be issued as part of a Future Offering at the subscription price per Offered Security pursuant to the Future Offering and otherwise on substantially the terms and conditions of the Future Offering up to such number of Offered Securities that will (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in writing connection with the Future Offering) allow the Subscriber, together with its affiliates, to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified maintain an aggregate percentage ownership interest in the Notice by giving outstanding Shares that is equal to its aggregate percentage ownership interest that they would have in the aggregate immediately prior to the completion of the Offering. If the Subscriber or any affiliates wishes to exercise the Participation Right, the Subscriber shall give written notice to the Company (the "Exercise Notice") of the exercise of such right and stating therein of the quantity number of New Offered Securities the Subscriber and its affiliates wishes to purchase within seven days after the date of receipt of an Offering Notice (the "Notice Period"), failing which the Subscriber and its affiliates will not be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails entitled to exercise the Participation Right in full the right respect of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchasersuch Future Offering. If the Company has not issued and sold receives an Exercise Notice from the New Securities Subscriber within the 120-day periodNotice Period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser Subscriber and its affiliates (if applicable), against payment of the subscription price payable in respect thereof, that number of Offered Securities set forth in the Exercise Notice, on the date of the closing of the Future Offering. Notwithstanding anything to the contrary contained herein, the Participation Right provided for hereunder will not apply to any issuances of securities of the Company to directors, officers, employees of or consultants to the Company and its affiliates pursuant to this Section 5.3. The participation right compensation arrangements, including pursuant to any stock option plans or similar arrangements, provided for in this Section 5.3 shall that the aggregate of all securities issued under such compensation arrangements will not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) exceed 10% of the Act issued and (ii) such offering outstanding Shares of New Securities is otherwise being offered only to accredited investorsthe Company.

Participation Right. The Purchaser has the right of first refusal Except for Transfers (i) pursuant to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time Section 9.4 or Section 10.1, (ii) to time issue after the date of this Agreementa Permitted Transferee or (iii) among Significant Interest Holders, excluding Carve Out Stock as such term is defined in the Company’s Amended event that one or more Significant Interest Holders (individually and Restated Certificate collectively, the “Tag Along Selling Member”) desire to Transfer Membership Interests or other Equity Securities representing more than [40]% of Incorporation the then outstanding Membership Interests or other Equity Securities (the “New Tag Along Securities”) to any Transferee in any transaction or a related series of transactions (any such transaction subject to this Section 9.3, a “Tag Along Sale”). The Purchaser’s , then such Tag Along Selling Member shall give NGR Management written notice (the “Pro Rata Share” means that portion Tag Along Sale Notice”) specifying in reasonable detail the material terms and conditions of such New Securities that equals the proportion that Tag Along Sale, including the identity of the prospective Transferee(s), the number and class of Purchased Shares issued Tag Along Securities to be Transferred and held by Purchaser the proposed amount and form of consideration to be paid in connection with such Tag Along Sale. Within [two (assuming full conversion and exercise 2)] Business Days after receipt of all convertible and exercisable securities then outstanding) bears the Tag Along Sale Notice, NGR Management shall deliver the Tag Along Sale Notice (together with a statement as to the total number of shares of Common Stock outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the Company then outstanding applicable Equity Agreement pursuant to which they were issued) held by the Tag Along Selling Member and all of the Tag Along Rights Holders) to each Member (assuming full conversion other than the Tag Along Selling Member and exercise any Management Investor) that has agreed in writing to be bound by the terms and conditions of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities this Agreement (the “NoticeTag Along Rights Holders”). Each Tag Along Rights Holder may irrevocably elect to sell in such Tag Along Sale, describing up to an aggregate amount of Membership Interests and/or Equity Securities equal to the type product of New (x) the number of Tag Along Securities proposed to be sold in the contemplated Tag Along Sale and (y) a fraction, the numerator of which is the number of Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by such Tag Along Rights Holder, and the price denominator of which is the total number of outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the general terms upon of the applicable Equity Agreement pursuant to which they were issued) held by the Company proposes to issue Tag Along Selling Member and all of the New Securities. The Purchaser will have (10) business days from the date of noticeTag Along Rights Holders, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice of such irrevocable election to NGR Management within [ ] days of receipt by such Tag Along Rights Holders of the Tag Along Sale Notice (which notice NGR Management will promptly deliver to the Company and stating therein Tag Along Selling Member within [15] days after delivery of the quantity of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Tag Along Sale Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to Tag Along Rights Holders by NGR Management (such Members delivering such notice of election in accordance with this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at 9.3, collectively, the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investorsElecting Members”).

Participation Right. The Purchaser has After the JCOM IPO, if LMI Member, SC Member or an Affiliate of LMI Member or SC Member desires to acquire JCOM Shares through an Ordinary Market Transaction or from JCOM or any Person other than an Affiliate of such Member, the Member that desires to acquire JCOM Shares or whose Affiliate desires to acquire JCOM Shares (the "Purchasing Member") must first give prompt written notice to the other Member (the "Non-Purchasing Member") offering the Non-Purchasing Member the right of first refusal (a "Participation Right") to purchase the Purchaser’s Pro Rata Share a percentage, not to exceed its Percentage Interest, of any new securities that the Company may from time to time issue after the date of this Agreement, excluding Carve Out Stock as such term is defined in the Company’s Amended and Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of additional JCOM Shares that the Purchasing Member or its Affiliate proposes to acquire on the same terms and conditions. The Notice will specify in reasonable detail (a) the number of JCOM Shares proposed to be acquired, (b) the proposed purchase price per JCOM Share or, with respect to JCOM Shares proposed to be acquired through Ordinary Market Transactions, the maximum price at which shares of Common Stock will be acquired, (c) with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the time period over which such shares will be acquired, (d) except with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the identity of the Company then outstanding Person from whom the Purchasing Member or its Affiliate intends to acquire the JCOM Shares and the name of its ultimate parent company and controlling shareholder(s), if any, and (assuming full conversion e) any other material terms and exercise conditions of all convertible and exercisable securities then outstanding)the proposed transaction. If the Company proposes Non-Purchasing Member desires to undertake an issuance accept all or any portion of New Securitiesits Participation Right, it shall give notice to the Purchaser Non-Purchasing Member will notify the Purchasing Member in writing of its intention to issue New Securities (acquire all or a portion of its Percentage Interest of the “Notice”)JCOM Shares, describing such Notice to be given to the type Purchasing Member within 20 Business Days following the Non-Purchasing Member's receipt of New Securities Notice of its Participation Right with respect to the acquisition of JCOM Shares in Ordinary Market Transactions or any other acquisition of JCOM Shares and which will constitute the price and Non-Purchasing Member's agreement to acquire such JCOM Shares on the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice (including in the case of Ordinary Market Transactions, to acquire such JCOM Shares from time to time during the period specified in the Notice given by giving written notice to the Company Purchasing Member) and stating therein the quantity of New Securities to be purchased (not bound by the terms and conditions of such purchase. If any consideration other than cash is to exceed be paid by the Purchaser’s Pro Rata Share)Purchasing Member or its Affiliate in exchange for the JCOM Shares to be acquired, the Purchasing Member will take all necessary actions to permit the Non-Purchasing Member to be able to use cash to exercise its Participation Right, with the value of any non-cash consideration to be paid by the Purchasing Member to be valued at its Fair Market Value, as reasonably determined by the Members. If the Purchaser fails Members are unable to agree on the Fair Market Value within 30 days following the Purchasing Member's receipt of the Non-Purchasing Member's Notice to exercise its Participation Right, each Member will retain within 45 days following the receipt of such Notice, an internationally recognized investment bank to determine Fair Market Value in full accordance with the right valuation process specified in 5.4(b). The closing of first refusal any purchase of JCOM Shares under this 14.4 will occur at the time and place reasonably specified by the Purchasing Member, with each Member directly purchasing the JCOM shares to be acquired by it pursuant to this 14.4. If the Non-Purchasing Member elects not to exercise its Participation Right, which election will be deemed to have been made by the Non-Purchasing Member if it does not notify the Purchasing Member within the (10) business day such 20-Business Day period, then the Company will have (120) days thereafter to sell Purchasing Member or its Affiliate may acquire a number of JCOM Shares no greater than the New Securities with respect to which amount specified in its Notice and on the Purchaser’s rights of first refusal hereunder were not exercised, at a price terms and upon general terms not materially more favorable to the purchasers thereof than conditions specified in the Company’s Notice Notice, without further notice to the PurchaserNon-Purchasing Member. If Notwithstanding the Company has not issued and sold foregoing, if the New Securities within Purchasing Member or its Affiliate desires to purchase any JCOM Shares prior to the 120-day periodJCOM IPO from Microsoft Corporation, Microsoft Holdings V, Inc. or either of their respective Affiliates, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities Non-Purchasing Member will have the opportunity to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time acquire 50% of such offeringJCOM Shares, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investorsrather than its Percentage Interest.

Participation Right. The Purchaser has Pursuant to the terms of this Section 10, Company hereby grants Investor a right of first refusal participation with respect to purchase the Purchaser’s Pro Rata Share any financing by Company (whether debt, debt with equity features, convertible debt, common stock, preferred stock, warrants, or any other type of any new securities financing) (a “Financing Transaction”) that the Company may from time to time issue after the date of this Agreement, excluding Carve Out Stock as such term is defined in the Company’s Amended and Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance enter into at any time during the period beginning on the Initial Closing Date and ending on the date that all of Company’s obligations hereunder, under the New SecuritiesNote and under any issued Additional Note are paid and performed in full; provided, it however, that Investor may only elect to participate in acquiring up to 50% of the principal balance of such Financing Transaction. Company shall give written notice of any such proposed Financing Transaction to the Purchaser of its intention to issue New Securities Investor (the “Financing Notice”), describing which Financing Notice shall identify the type of New Securities proposed parties and the price terms of the proposed Financing Transaction. Investor shall then have a period of five (5) calendar days from receipt of the Financing Notice to notify Company whether Investor elects to exercise its right to participate in up to 50% of the proposed Financing Transaction upon the same terms as the proposed Financing Transaction. If Investor elects not to exercise its right to participate, Company and the general proposed parties shall have a period of sixty (60) calendar days to consummate the proposed Financing Transaction on the terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified set forth in the Notice by giving written notice Financing Notice. In such case, if the Financing Transaction is not consummated within such period or if the terms of the proposed Financing Transaction change from those set forth in the applicable Financing Notice, Company shall again submit the Financing Transaction to the Company and stating therein the quantity of New Securities Investor before consummating it so that Investor may exercise its right to be purchased (not participate with respect thereto pursuant to exceed the Purchaser’s Pro Rata Share)this subsection. If the Purchaser fails Investor elects to exercise in full the its right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities participation with respect to which any proposed Financing Transaction, Company shall diligently proceed to consummate its portion of the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general Financing Transaction with Investor on the terms not materially more favorable to the purchasers thereof than specified identified in the Financing Notice and within a timeframe reasonably acceptable to both Investor and Company’s Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investors.

Participation Right. The Purchaser has the right of first refusal to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time to time issue after the date of this Agreement, excluding Carve Out Stock as such term is defined in the Company’s Amended and Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investors. 6.

Participation Right. The Purchaser has Subject to the terms and conditions of this Section 4.4, until the first anniversary of the date hereof, the Investors shall have a right of first refusal to purchase participate in any financing transaction (whether debt or equity or both) other than an Excluded Transaction (as hereinafter defined), on the Purchaser’s Pro Rata Share of any new securities that same terms and conditions as offered by the Company may from to the other participants in such transaction. Each time the Company proposes to time issue after engage in any financing transaction, the Company shall deliver a notice (the "Notice") to the Investors, at least five (5) business days prior to the date on which it proposes to consummate such financing transaction, stating (a) its bona fide intention to engage in such financing transaction, (b) a description of the financing transaction, including the type of security to be issued in connection therewith, (c) the price and additional terms, if any, upon which it proposes to consummate the financing transaction, and (d) the anticipated closing date of the financing transaction. The Investors shall have the right, exercisable by delivering written notice to such effect to the Company within five (5) business days after its receipt of the Notice, to participate, at the price and on the terms specified in the Notice, in such financing transaction up to the Investors' Participation Amount (as hereafter defined). For purposes of this Agreement, excluding Carve Out Stock as such term is defined "Participation Amount" means, with respect to the Investors, that percentage of the aggregate gross proceeds proposed to be raised by the Company in the Company’s Amended and Restated Certificate financing transaction as is equal to the percentage of Incorporation the total Shares purchased by the Investors hereunder. If the Investors do not elect to participate to the full extent of the Investors' Participation Amount in the financing transaction, the Company may, during the seventy-five (“New Securities”). The Purchaser’s “Pro Rata Share” means that 75)-day period following the expiration of the five (5)-business day period referred to above, offer the remaining unsubscribed portion of such New Securities that equals the proportion that the number of Purchased Shares issued financing transaction to any person at a price not less than, and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears upon terms no more favorable to the total number offeree than, those specified in the Notice. If the Company does not consummate the balance of such financing transaction within such period, the right provided hereunder shall be deemed to be revived and such financing transaction shall not be consummated unless first reoffered to the Investors in accordance herewith. For purposes of this Agreement, "Excluded Transaction" means (i) the issuance of shares of Common Stock upon the exercise or conversion of the Company then Company's options, warrants or other convertible securities outstanding as of the date hereof and disclosed on Schedule 3.3 hereto in accordance with the terms of such options, warrants or other securities as in effect on the date hereof, (assuming full conversion and ii) the grant of options to purchase Common Stock, with exercise prices not less than the market price of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from Common Stock on the date of noticegrant, which are issued to agree employees, directors or consultants pursuant to an equity compensation plan approved by the Company's board of directors, and the issuance of shares of Common Stock upon the exercise thereof, (iii) the issuance of shares of Common Stock pursuant to stock splits, combinations, subdivisions, dividends or other distributions on the outstanding shares of Common Stock, (iv) the issuance of securities in writing connection with strategic business partnerships, and (v) the issuance of securities pursuant to purchase any credit line or equipment financing from a bank or similar financial or lending institution approved by the Purchaser’s Pro Rata Share Board of such New Securities Directors, which, in the case of any transaction described in clause (ii), (iv) or (v), is not, in the good faith judgment of the Company's Board of Directors, for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity primary purpose of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investorsraising additional capital.