Common use of Participation Right Clause in Contracts

Participation Right. (a) The Company agrees that, subject to Section 3.7 and Section 5.1(a), and provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise on substantially the same terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the same terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit), as follows: (i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section); and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain the percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section). (b) Notwithstanding any other provision of this Section 3.2, if any Offering is to be conducted on a bought deal basis, then the Investor may, in its sole discretion, choose not to participate in such Offering but instead elect, within two Business Days after the date of receipt of an Offering Notice, to exercise its rights under this Agreement through a private placement to be completed concurrently with the completion of such Offering at the same price per Offered Security as under the Offering and, in such case, shall notify the Company in its Exercise Notice of such election; provided that, if the Investor is offered an opportunity to fully participate in a bought deal prospectus offering and elects to proceed by way of a private placement, and such election would result in the Company having to obtain shareholder approval, the Investor will not be permitted to participate by way of private placement and may only elect to participate in the Offering.

Participation Right. (a) The Company agrees thatSubject to Sections 3.1(b), subject to Section 3.7 and Section 5.1(a3.1(c), and provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise3.1(d), in full, of connection with the Warrants, the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise on substantially the same terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the same terms and conditions of the OfferingCompany’s Qualified IPO, the Company shall use its commercially reasonable efforts to enable cause the Investor managing underwriter of such Qualified IPO to participate on terms and conditions that are as substantially similar as circumstances permit)offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of the Company, as follows: which would provide the OMERS Group (together with all direct or indirect transferees of the OMERS Group) with an aggregate of up to 10.6% (or, if less, its percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO) of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) (i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section); and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain the percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section). (b) Notwithstanding any other provision of this Section 3.2, if any Offering is to be conducted on a bought deal basis, then the Investor managing underwriter may, in its sole discretion, choose modify or limit OMERS’ participation right under this Section 3-1(a), by providing written notice to the Company setting forth such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPO, (ii) the provisions of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply to participate the participation right provided in this Section 3.1(a), and (iii) the number of IPO Shares that OMERS would otherwise have the right to purchase under this Section 3.1(a) will be reduced on a share-for-share basis to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreement), and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. (b) The participation right provided in Section 3.1(a) shall be subject to (i) the modification and approval right described in Section 3.1(a), and (ii) the clearance by the SEC or the staff of the SEC of such Offering but instead electarrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, within two Business Days or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold in the Qualified IPO, where the number of shares to be offered hereunder shall not exceed, in the aggregate, the lesser of (i) up to 10.6% of the shares of Fully-Diluted Common Stock immediately after the date Qualified IPO, (ii) OMERS’ percentage interest in the number of receipt shares of an Offering NoticeFully-Diluted Common Stock immediately prior to the Qualified IPO, to exercise its rights under this Agreement through and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a), in a private placement (the “Pre-IPO Private Placement”); provided, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b) will be completed concurrently reduced on a share-for-share basis to the extent that the per share offering price of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the completion of such Offering at Qualified IPO. It shall be a condition to the same price per Offered Security as under Company’s obligation to issue and sell shares to OMERS in the Offering and, in such case, shall notify the Company in its Exercise Notice of such election; provided Pre-IPO Private Placement that, if in the Investor opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to the Company, prior to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered an opportunity and sold to fully participate the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in a bought deal prospectus offering the Qualified IPO. (c) The Pre-IPO Private Placement and elects any offer to proceed by way of a private placementbe made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such election would result in the Company having to obtain shareholder approval, the Investor will not be permitted to participate by way of private placement and may only elect self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the OfferingPre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if any. (d) Notwithstanding the foregoing provisions of this Section 3.1, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Company and its legal counsel (with the participation of one legal counsel representing OMERS, if desired by OMERS); (ii) regulatory authorities allow the Company to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Company or the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed in connection with the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (provided, however, that the Company has used its good faith efforts (with the participation of one legal counsel representing OMERS, if desired by OMERS) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Company to issue securities of the Company to OMERS at the time of the Qualified IPO, then the Company and OMERS agree to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates the economic benefit of the Pre- IPO Private Placement.

Participation Right. (a) The For so long as the Beneficial Ownership Requirement is satisfied, if the Company proposes to issue any Common Shares or Convertible Securities, other than pursuant to an Exempt Issuance (any such issuance, a “Subsequent Offering”), then the Company shall promptly following the announcement of such Subsequent Offering, provide a written notice (the “Subsequent Offering Notice”) to the Investor setting out: (i) the number of Common Shares or Convertible Securities issued or to be issued; (ii) the material terms and conditions of any Convertible Securities issued or to be issued and any other terms and conditions of such Subsequent Offering; (iii) the subscription price per Common Share or Convertible Security issued or to be issued by the Company under such Subsequent Offering, as applicable (and, in the case of a Subsequent Offering for consideration in whole or in part other than cash, the fair market value thereof as reasonably determined by the Independent Directors); and (iv) the proposed closing date for the issuance of a Note, Common Shares or Convertible Securities to the Investor, assuming exercise of the Participation Right by the Investor, which closing date shall be at least 10 Business Days following the date of such notice, or such other date as the Company and the Investor may agree. (b) Subject to Section 3.1(c) and the receipt of all required regulatory approvals and compliance with applicable Laws, the Company agrees that, subject to Section 3.7 and Section 5.1(a), and provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise upon receipt of a Subsequent Offering Notice, to purchase, on substantially the same similar terms and conditions of the such Subsequent Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially but in any event at the same terms and conditions of the Offering, price per security received by the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit), as follows:in such Subsequent Offering): (i) in the case of an a Subsequent Offering of Common SharesShares that occurs: (A) prior to the Conversion Date, up a Note in a principal amount equal to the amount required to convert the Note into such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had its Beneficial Ownership immediately prior to delivery completion of the Offering Notice Subsequent Offering; (calculated in accordance with Section 1.6 and subject B) following the Conversion Date, Common Shares that will allow the Investor to maintain its Beneficial Ownership immediately prior to the limitation that for so long as completion of the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section)Subsequent Offering; and (ii) in the case of an a Subsequent Offering of Offered Convertible Securities that occurs: (other than Common Shares)A) prior to the Conversion Date, up a Note in a principal amount equal to the amount required to convert such Note into such number of Offered Securities Common Shares that will (assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise assuming conversion or exchange of all of the convertible, exercisable or exchangeable Offered Convertible Securities issued in connection with the Subsequent Offering and the Notes issuable pursuant to this Section 3.23.1) allow the Investor to maintain its Beneficial Ownership immediately prior to completion of the percentage ownership interest Subsequent Offering; (B) following the Conversion Date, such number of Convertible Securities that will (assuming conversion or exchange of all of the Convertible Securities issued in connection with the issued Subsequent Offering and outstanding Common Sharesthe Convertible Securities issuable pursuant to this Section 3.1) allow the Investor to maintain its Beneficial Ownership immediately prior to the completion of the Subsequent Offering, in each case, for certainty, after giving effect to such any Common Shares or Convertible Securities acquired by the Investor as part of the Subsequent Offering, that is other than pursuant to the same as the percentage ownership interest that it had immediately prior to delivery exercise of the Offering Notice Participation Right. (calculated c) If the Investor wishes to exercise the Participation Right in accordance with Section 1.6 respect of a particular Subsequent Offering, the Investor shall give written notice to the Company (the “Exercise Notice”) of the exercise of such right and the principal amount of the Note or the number of Common Shares or Convertible Securities, as applicable, that the Investor wishes to purchase (subject to the limitation that for so long as the restrictions set forth in limits prescribed by Section 5.1(a) remain in place3.1(b)), the Participation Right shall not exceed the percentage limitation imposed by such section). within 10 Business Days (b) Notwithstanding any other provision of this Section 3.2, if any Offering is to be conducted on a bought deal basis, then the Investor mayor, in its sole discretionthe case of a Subsequent Offering that is a public offering in a “bought deal”, choose not to participate in such Offering but instead elect, within two three Business Days Days) after the date of receipt of an the Subsequent Offering Notice, to exercise its rights under this Agreement through a private placement to be completed concurrently with Notice (the completion of such Offering at the same price per Offered Security as under the Offering and, in such case, shall notify the Company in its “Exercise Notice of such election; Period”), provided that, that if the Investor is offered an opportunity does not so provide such Exercise Notice prior to fully participate in a bought deal prospectus offering and elects to proceed by way the expiration of a private placement, and such election would result in the Company having to obtain shareholder approvalExercise Notice Period, the Investor will not be permitted entitled to participate exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice delivered by way the Investor shall set forth the aggregate number of private placement each class of securities of the Company beneficially owned or controlled by the Investor as of the date of such Exercise Notice. (d) If the Company receives a valid Exercise Notice from the Investor within the Exercise Notice Period, then the Company shall issue to the Investor against payment of the purchase price or subscription price payable in respect thereof set forth in the Subsequent Offering Notice, a Note in the principal amount, or that number of Common Shares or Convertible Securities, as applicable, set forth in the Exercise Notice, subject to the receipt of all required regulatory and other approvals on terms and conditions satisfactory to the Company, acting reasonably, which approvals the Company shall use commercially reasonable efforts to obtain (including any required shareholder approvals), and subject to compliance with applicable Laws and to the limits prescribed by Section 3.1(b). The Investor acknowledges and agrees that such Note, Common Shares or Convertible Securities may only be subject to restrictions on transfer pursuant to applicable Securities Laws. Accordingly, the Investor acknowledges and agrees that prior to the expiry of any applicable hold period under applicable Securities Laws, the Note or certificates (if any) representing such Common Shares or Convertible Securities will bear such legend or legends as may, in the reasonable opinion of counsel to the Company, be necessary in order to comply with applicable Securities Laws or the requirements of, as applicable, the CSE or any other exchange where the Common Shares are listed. (e) If the Company is required to seek shareholder approval for the issuance of securities to the Investor, then the Company shall call and hold a meeting of its shareholders to consider the issuance of such securities to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is advised that it will require shareholder approval, and shall recommend approval of the issuance of such securities and shall solicit proxies in support thereof. (f) The closing of the exercise of the Participation Right of the Investor will take place on the closing date set out in the Subsequent Offering Notice, which shall be, to the extent practicable, concurrent with the related issuance pursuant to the Subsequent Offering and, if not practicable, as soon as practicable thereafter. If the closing of the exercise of the Participation Right has not been completed by the 90th day following the receipt of the Subsequent Offering Notice (or such earlier or later date as the parties may agree), provided that the Company has used its commercially reasonable efforts to obtain all required regulatory and other approvals (including any required shareholder approvals), then the Exercise Notice will be deemed to have been irrevocably withdrawn and the Company will have no obligation to issue any Note, Common Shares or Convertible Securities, as applicable, to the Investor pursuant to such exercise of the Participation Right. If the Investor does not timely elect to participate exercise its Participation Right in full, then the Company shall be free for a period of 120 days following the expiration of the Exercise Notice Period to sell the Common Shares or Convertible Securities that are the subject of the Subsequent Offering Notice on terms and conditions not materially more favorable to the purchasers thereof (but in any event with a price no less than those offered to the Investor in the OfferingSubsequent Offering Notice). Any Common Shares or Convertible Securities offered or sold by the Company pursuant to such Subsequent Offering after such 120-day period, must be reoffered to the Investor pursuant to this Section 3.1. (g) The election by the Investor not to exercise its Participation Right under this Section 3.1 in any one instance shall not affect its right as to any subsequent proposed issuance. (h) In the case of an issuance subject to this Section 3.1 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Independent Directors.

Participation Right. (a) The Company agrees that, subject Subject to the terms and conditions specified in this Section 3.7 and Section 5.1(a), and provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants9, the Investor (directly or through an Affiliate, in which case Company hereby grants to the provisions Holder of this ARTICLE 3 shall apply mutatis mutandisWarrant a right to participate in future sales by the Company of its shares of Common Stock and securities convertible into or exercisable for shares of Common Stock that are offered (or are convertible into or exercisable for shares of Common Stock) has at less than the right Exercise Price per share (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise on substantially the same terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the same terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit), as follows: (i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject . Notwithstanding anything to the limitation that for so long as the restrictions set forth contrary contained in this Section 5.1(a) remain in place9, the Participation Right shall not exceed is subject to (i) Board authorization of a waiver under Section 7.5(a) of the percentage limitation imposed by such section); and Certificate of Incorporation, if required and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all compliance with applicable rules and requirements of the convertibleNasdaq Stock Market, exercisable and the Company shall not be obligated to extend such Participation Right to Holder if such Participation Right would violate any applicable rule or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain the percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery regulation of the Offering Notice (calculated in accordance with Section 1.6 and subject to Nasdaq Stock Market or the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section)Certificate of Incorporation. (b) Notwithstanding Each time the Company proposes to offer any other provision shares of this Section 3.2Common Stock, or securities convertible into or exercisable for any shares of Common Stock at a price per share that is less than the Exercise Price (“Shares”), the Company shall offer to Holder the right to purchase a portion of such Shares (as determined in subsection (2) below) in accordance with the following provisions: (1) The Company shall deliver a written notice (“Notice”) to the Holder stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares. (2) Within ten (10) calendar days after the Notice is sent, the Holder may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to the greater of (i) that portion of such Shares which equals the proportion (the “Proportion”) that the number of shares of Common Stock held by such Holder (treating the Warrant as if fully exercised for Common Stock) bears to the total number of shares of Common Stock of the Company then outstanding (assuming for such calculation any Offering is shares issuable upon conversion of any capital stock convertible into or exchangeable for Common Stock); (ii) the greatest number of Shares being purchased by any single investor in the offering giving rise to the Participation Right, and (iii) that number of Shares with an offering price equal to $15 million. (3) The Participation Right shall not be conducted on a bought deal basisapplicable (i) to the issuance or sale of shares of Common Stock (as adjusted to reflect any stock splits, then combinations or other events involving the Investor mayCommon Stock) to employees, consultants or members of the Company’s Board of Directors (the “Board”) pursuant to employee or director equity plans which are approved by the Board, (ii) to the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities of the Company, (iii) to securities issued in connection with any acquisition or business combination transaction approved by the Board, or (iv) to securities issued in connection with equipment lease financings or other financings with commercial lenders or in strategic transactions involving the Company and other entities including joint ventures or marketing, distribution or development arrangements, in its sole discretion, choose not each case provided that any issuance pursuant to participate in such Offering but instead elect, within two Business Days after subsection (iv) has been approved by the date of receipt of an Offering Notice, to exercise its rights under this Agreement through a private placement to be completed concurrently with the completion of such Offering at the same price per Offered Security as under the Offering and, in such case, shall notify the Company in its Exercise Notice of such election; provided that, if the Investor is offered an opportunity to fully participate in a bought deal prospectus offering and elects to proceed by way of a private placement, and such election would result in the Company having to obtain shareholder approval, the Investor will not be permitted to participate by way of private placement and may only elect to participate in the OfferingBoard.

Participation Right. (a) The Company agrees that, subject Subject to the terms and conditions specified in this Section 3.7 and Section 5.1(a), and provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants9, the Investor (directly or through an Affiliate, in which case Company hereby grants to the provisions Holder of this ARTICLE 3 shall apply mutatis mutandisWarrant a right to participate in future sales by the Company of its shares of Common Stock and securities convertible into or exercisable for shares of Common Stock that are offered (or are convertible into or exercisable for shares of Common Stock) has at less than the right Exercise Price per share (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise on substantially the same terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the same terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit), as follows: (i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject . Notwithstanding anything to the limitation that for so long as the restrictions set forth contrary contained in this Section 5.1(a) remain in place9, the Participation Right shall not exceed is subject to (i) Board authorization of a waiver under Section 7.5(a) of the percentage limitation imposed by such section); and Certificate of Incorporation, if required and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all compliance with applicable rules and requirements of the convertibleNasdaq Stock Market, exercisable and the Company shall not be obligated to extend such Participation Right to Holder if such Participation Right would violate any applicable rule or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain the percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery regulation of the Offering Notice (calculated in accordance with Section 1.6 and subject to Nasdaq Stock Market or the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section)Certificate of Incorporation. (b) Notwithstanding Each time the Company proposes to offer any other provision shares of this Section 3.2Common Stock, or securities convertible into or exercisable for any shares of Common Stock at a price per share that is less than the Exercise Price (“Shares”), the Company shall offer to Holder the right to purchase a portion of such Shares (as determined in subsection (2) below) in accordance with the following provisions: (1) The Company shall deliver a written notice (“Notice”) to the Holder stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares. (2) Within ten (10) calendar days after the Notice is sent, the Holder may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to the greater of (i) that portion of such Shares which equals the proportion (the “Proportion”) that the number of shares of Common Stock held by such Holder (treating the Warrant as if fully exercised for Common Stock) bears to the total number of shares of Common Stock of the Company then outstanding (assuming for such calculation any Offering is shares issuable upon conversion of any capital stock convertible into or exchangeable for Common Stock); and (ii) the greatest number of Shares being purchased by any single investor in the offering giving rise to the Participation Right. (3) The Participation Right shall not be conducted on a bought deal basisapplicable (i) to the issuance or sale of shares of Common Stock (as adjusted to reflect any stock splits, then combinations or other events involving the Investor mayCommon Stock) to employees, consultants or members of the Company’s Board of Directors (the “Board”) pursuant to employee or director equity plans which are approved by the Board, (ii) to the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities of the Company, (iii) to securities issued in connection with any acquisition or business combination transaction approved by the Board, or (iv) to securities issued in connection with equipment lease financings or other financings with commercial lenders or in strategic transactions involving the Company and other entities including joint ventures or marketing, distribution or development arrangements, in its sole discretion, choose not each case provided that any issuance pursuant to participate in such Offering but instead elect, within two Business Days after subsection (iv) has been approved by the date of receipt of an Offering Notice, to exercise its rights under this Agreement through a private placement to be completed concurrently with the completion of such Offering at the same price per Offered Security as under the Offering and, in such case, shall notify the Company in its Exercise Notice of such election; provided that, if the Investor is offered an opportunity to fully participate in a bought deal prospectus offering and elects to proceed by way of a private placement, and such election would result in the Company having to obtain shareholder approval, the Investor will not be permitted to participate by way of private placement and may only elect to participate in the OfferingBoard.

Participation Right. (a) The Company agrees thatSubject to Sections 5.3(b), subject to Section 3.7 and Section 5.1(a5.3(c), and provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise5.3(d), in full, of connection with the WarrantsCorporation’s Qualified IPO, the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise on substantially the same terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the same terms and conditions of the Offering, the Company Corporation shall use its commercially reasonable efforts to enable cause the Investor managing underwriter of such Qualified IPO to participate on terms and conditions that are as substantially similar as circumstances permitoffer to the ▇▇▇▇ Group the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of the Corporation, which would provide the ▇▇▇▇ Group (together with all direct or indirect transferees of the ▇▇▇▇ Group) with an aggregate of up to 5.4% (or, if less, its percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO) of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 5.3(a), as follows: (i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section); and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain the percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section). (b) Notwithstanding any other provision of this Section 3.2, if any Offering is to be conducted on a bought deal basis, then the Investor managing underwriter may, in its sole discretion, choose modify or limit the ▇▇▇▇ Group’s participation right under this Section 5.3(a) by providing written notice to the Corporation setting forth such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPO, and (ii) the provisions of Section 3.3(d) hereunder shall not under any circumstances apply to participate the participation right provided in this Section 5.3(a). (b) The participation right provided in Section 5.3(a) shall be subject to (i) the modification and approval right described in Section 5.3(a), and (ii) the clearance by the SEC or the staff of the SEC of such Offering but instead electarrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, within two Business Days or is reasonably unlikely to be received as a result of decisions, declarations, or policy statement released by the SEC or the staff of the SEC, then the participation right provided in Section 5.3(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold in the Qualified IPO, where the number of shares to be offered hereunder shall not exceed, in the aggregate, the lesser of (i) up to 5.4% of the shares of Fully-Diluted Common Stock immediately after the date Qualified IPO, (ii) the ▇▇▇▇ Group’s percentage interest in the number of receipt shares of an Offering NoticeFully-Diluted Common Stock immediately prior to the Qualified IPO, to exercise its rights under this Agreement through and (iii) such amount as the managing underwriter shall approve in accordance with Section 5.3(a), in a private placement (the “Pre-IPO Private Placement”). The Corporation shall use its commercially reasonable efforts to be completed concurrently close the Pre-IPO Private Placement immediately before or contemporaneously with the completion of such Offering at Qualified IPO. It shall be a condition to the same price per Offered Security as under Corporation’s obligation to issue and sell shares to the Offering and, ▇▇▇▇ Group in such case, shall notify the Company in its Exercise Notice of such election; provided Pre-IPO Private Placement that, if necessary, in the Investor opinion of counsel for the Corporation or the managing underwriter, any member of the ▇▇▇▇ Group that is purchasing shares in the Pre-IPO Private Placement shall execute and deliver to the Corporation, prior to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered an opportunity and sold to fully participate the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each share of Common Stock sold in a bought deal prospectus offering the Qualified IPO. (c) The Pre-IPO Private Placement and elects any offer to proceed by way of a private placementbe made to the ▇▇▇▇ Group shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such election would result in self-regulation or quasi-public regulatory organizations. If any member of the Company having to obtain shareholder approval, the Investor will not be permitted to participate by way of private placement and may only elect ▇▇▇▇ Group elects to participate in the OfferingPre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Corporation of the ▇▇▇▇ Group, if any. (d) Notwithstanding the foregoing provisions of this Section 5.3, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Corporation and its legal counsel (with the participation of one legal counsel representing the ▇▇▇▇ Group, if desired by the ▇▇▇▇ Group); (ii) regulatory authorities allow the Corporation to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Corporation or the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed in connection with the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (provided, however, that the Corporation has used its good faith efforts (with the participation of one legal counsel representing the ▇▇▇▇ Group, if desired by the ▇▇▇▇ Group) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Corporation to issue securities of the Corporation to the ▇▇▇▇ Group at the time of the Qualified IPO, then the Corporation and the ▇▇▇▇ Group agree to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates the economic benefit of the Pre-IPO Private Placement.

Participation Right. From the date hereof until eighteen (18) months after the Effective Date of the initial Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement which covers all of the securities required to be covered thereunder, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (other than a Direct Participation (as defined below)) unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer. (i) The Company shall deliver to each Buyer a written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer (I) 100% of the Offered Securities through the date that is one hundred twenty (120) days after the Effective Date of the initial Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement which covers all of the securities required to be covered thereunder and (II) thereafter, at least 50% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(o) shall be (a) The based on such Buyer’s pro rata portion of the aggregate number of Common Shares purchased hereunder by all Buyers (the “Basic Amount”), and (b) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company agrees thatprior to the end of the fifth (5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then such Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), such Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to Section 3.7 and Section 5.1(a)rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, and provided that if the Investor owns at least 10% of Company desires to modify or amend the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), and otherwise on substantially the same terms and conditions of the Offering Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (provided that5th) Business Day after such Buyer’s receipt of such new Offer Notice. (iii) The Company shall have ten (10) Business Days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the same so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the Offeringtransactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (iv) In the event the Company shall use commercially reasonable efforts propose to enable sell less than all the Investor Refused Securities (any such sale to participate be in the manner and on the terms and conditions that are as substantially similar as circumstances permitspecified in Section 4(o)(iii) above), as follows: (i) in the case of an Offering of Common Shares, up to then such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section); and (ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain the percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (calculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section). (b) Notwithstanding any other provision of this Section 3.2, if any Offering is to be conducted on a bought deal basis, then the Investor Buyer may, at its sole option and in its sole discretion, choose reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(o)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(o) prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(o)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. (vi) Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(o) may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement. (vii) The Company and each Buyer agree that if any Buyer elects to participate in the Offer, neither the Subsequent Placement Agreement with respect to such Offering but instead electOffer nor any other transaction documents related thereto (collectively, within two Business Days after the date “Subsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities of receipt the Company owned by such Buyer prior to such Subsequent Placement more restrictive in any material respect than the restrictions contained in the Transaction Documents. (viii) Notwithstanding anything to the contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that such Buyer will not be in possession of an Offering any material, non-public information, by the tenth (10th) day following delivery of the Offer Notice. If by such tenth (10th) day, no public disclosure regarding a transaction with respect to exercise its rights under this Agreement through a private placement the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not be deemed to be completed concurrently in possession of any material, non-public information with the completion of such Offering at the same price per Offered Security as under the Offering and, in such case, shall notify respect to the Company in or any of its Exercise Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice of such election; provided that, if the Investor is offered an opportunity to fully participate in a bought deal prospectus offering and elects to proceed by way of a private placement, and such election would result Buyer will again have the right of participation set forth in the this Section 4(o). The Company having to obtain shareholder approval, the Investor will shall not be permitted to participate deliver more than one such Offer Notice to such Buyer in any sixty (60) day period. (ix) The restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The Company shall not circumvent the provisions of this Section 4(o) by way of private placement and may only elect providing terms or conditions to participate in the Offeringone Buyer that are not provided to all.