Common use of Participation Right Clause in Contracts

Participation Right. (a) Subject to Sections 3.1(b), 3.1(c), and 3.1(d), in connection with the Company’s Qualified IPO, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of the Company, 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) the managing underwriter may, in its sole discretion, 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 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 arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, 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 Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, 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 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 Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the 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 and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be 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 self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-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) Subject The Company agrees that, subject to Sections 3.1(b), 3.1(cSection 3.7 and Section 5.1(a), and 3.1(dprovided 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), in connection with and otherwise on substantially the Company’s Qualified IPOsame 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 its commercially reasonable efforts to cause enable the managing underwriter Investor to participate on terms and conditions that are as substantially similar as circumstances permit), as follows: (i) in the case of such Qualified IPO an Offering of Common Shares, up to offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of Common Shares that will allow the Company, which would provide the OMERS Group (together with all direct or indirect transferees of the OMERS Group) with an aggregate of up Investor to 10.6% (or, if less, its maintain a percentage ownership interest in the number of shares of Fully-Diluted issued and outstanding Common Stock Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to the Qualified IPO) delivery of the shares Offering Notice (calculated in accordance with Section 1.6 and subject to the “IPO 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 Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions Offered Securities that will (assuming, for all purposes of this Section 3.1(a3.2(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 (icalculated 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 managing underwriter 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, modify or limit OMERS’ participation right 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 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 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 arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, 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 Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a), in through a private placement (to be completed concurrently with 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 reduced on a share-for-share basis to the extent that the per share offering price completion of such shares is less than Offering at the Antidilution Price, same price per Offered Security as under the Offering and, as a result thereofin such case, OMERS receives shares from shall notify the Company pursuant to the application in its Exercise Notice 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 Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement 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 opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver having 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 and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitationobtain shareholder approval, the Securities Act, Investor will not be permitted to participate by way of private placement and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects may only elect to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if anyOffering. (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. From the date hereof until one hundred and eighty (180) days after the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.10. The Company acknowledges and agrees that the right set forth in this Section 4.10 is a right granted by the Company, separately, to each Purchaser. (a) Subject At least twelve (12) hours prior to Sections 3.1(bany proposed or intended Subsequent Placement (as defined below), 3.1(c), and 3.1(d), in connection with the Company’s Qualified IPO, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the right to purchase (or, at the Qualified IPO price) such number of additional shares of capital stock Company's direction, any designated representative of the Company, which would provide shall deliver to each Purchaser an irrevocable written notice (the OMERS Group "Offer Notice") of any proposed or intended issuance or sale or exchange (together with all direct or indirect transferees the "Offer") of the OMERS Groupsecurities being offered (the "Offered Securities") in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the approximate price (if known, but in no event later than three hours prior to the end of the Offer Period (as defined below) (which Offer Period shall be extended, as necessary, on an hour-by-hour basis, to comply with an aggregate the foregoing)) and other terms upon which they are to be issued, sold or exchanged, and the approximate number or amount of up the Offered Securities to 10.6be issued, sold or exchanged, (C) offer to issue and sell to or exchange with Purchaser in accordance with the terms of the Offer such Purchaser's pro rata portion of 50% (or, if less, its percentage interest in of the Offered Securities; provided that the number of shares of Fully-Diluted Common Stock immediately prior Offered Securities which such Purchaser shall have the right 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) the managing underwriter may, in its sole discretion, modify or limit OMERS’ participation right subscribe for under this Section 3-1(a4.10 shall be based on such Purchaser's pro rata portion of the aggregate dollar amount of the Securities purchased hereunder by all Purchasers (the "Basic Amount"), by providing and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the "Undersubscription Amount"), which process shall be repeated until each Purchaser shall have an opportunity to subscribe for any remaining Undersubscription Amount. (b) To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Company (or, if the Offer Notice was sent by a Company representative, to such representative) prior to the end of the twelve (12) hours after such Purchaser's receipt of the Offer Notice (the "Offer Period"), setting forth the portion of such underwriter’s reasons for such limitation or modification, including Purchaser's Basic Amount that such limitation Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the "Notice of Acceptance"). If such Notice of Acceptance is not received by the Company or modification is necessary, because of marketing factors, for its applicable representative prior to the success end of the Qualified IPOOffer Period, (ii) such Purchaser shall be deemed to reject the provisions of Section 3.3(d) of offer set forth in the Stockholders Agreement Offer Notice and no such further action by the Company or such representative shall not under any circumstances apply to the participation right provided in this Section 3.1(a)be required, except as 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 expressly set forth below. If the per share offering price of the IPO Shares is Basic Amounts subscribed for by all Purchasers are less than the Antidilution Price (as defined total of all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in the Purchase Agreement)its Notice of Acceptance shall be entitled to purchase, and, as a result thereof, OMERS receives shares from the Company pursuant in addition 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 arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, 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 aggregateBasic Amounts subscribed for, the lesser of (i) up to 10.6% of the shares of Fully-Diluted Common Stock immediately after the Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, 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”)Undersubscription Amount it has subscribed for; provided, however, if the number Undersubscription Amounts subscribed for exceed the difference between the total of shares that OMERS would otherwise have all the right Basic Amounts and the Basic Amounts subscribed for (the "Available Undersubscription Amount"), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase under this Section 3.1(b) will be reduced on a share-for-share basis only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent that it deems reasonably necessary. Notwithstanding the per share offering price foregoing, if the Company desires to modify or amend the terms and conditions of such shares is less than the Antidilution Price, andOffer in any material respect, 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 Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS determined in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to good faith by the Company, prior to the initial filing expiration of the registration statement for Offer Period, the Qualified IPO, Company (or its applicable representative) shall deliver to each Purchaser a binding subscription agreement to purchase shares in new Offer Notice and the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount Offer Period shall expire twelve (12) hours after such Purchaser's receipt of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPOsuch new Offer Notice. (c) The Pre-IPO Private Company shall have three (3) Business Days from the expiration of the Offer Period above (A) to agree to, 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 Purchaser (the "Refused Securities") pursuant to a definitive agreement(s) (the "Subsequent Placement Agreement"), and any offer to be made to OMERS shall be conducted in compliance with all applicable federal only upon terms and state securities laws and regulations, conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the Securities Act, and all applicable rules and regulations promulgated by acquiring Person or Persons or less favorable to the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects to participate Company than those set forth in the Pre-IPO Private Placement, it shall comply with all reasonable requirements Offer Notice and procedures required by (B) to publicly announce the Company execution of OMERS, if anysuch Subsequent Placement Agreement. (d) In the event the Company shall propose to sell less than 50% of all the Refused Securities (any such sale to be in the manner and on the terms specified Section 4.10(c) above), the Company or its representative shall so notify the Purchasers no less than six (6) hours prior to entering into a definitive agreement with respect to such reduced sale, and such Purchasers then may, at its sole option and in its sole discretion, within three (3) hours of receiving such notice, notify the Company or its representative that it intends to withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to a number or amount that shall be not less than the number or amount of the Offered Securities that such Purchaser elected to purchase pursuant to Section 4.10(b) 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 Purchasers pursuant to this Section 4.10 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser 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 4.10(a) above. If the Company does not receive notice from the Purchaser of its intention to withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance, such purchaser shall be required to purchaser such number or amount of the Offered Securities specified in its Notice of Acceptance. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Purchaser shall acquire from the Company, and the Company shall issue to such Purchaser, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.10(d) above if such Purchaser has so elected in compliance with such section, upon the terms and conditions specified in the Offer. (f) Notwithstanding anything to the foregoing contrary in this Section 4.10 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser 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 Purchaser will not be in possession of any material, non-public information, by the third (3rd) Business Day following delivery of the Offer Notice. If by such third (3rd) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company subsequently decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Purchaser with another Offer Notice and such Purchaser will again have the right of participation set forth in this Section 4.10. (g) The restrictions contained in this Section 4.10 shall not apply in connection with any Excluded Securities Transactions (as defined below). The Company shall not circumvent the provisions of this Section 3.1, in the event 4.10 by providing terms or conditions to one Purchaser that (i) regulatory authorities continue are not provided 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 Placementall.

Participation Right. (a) 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 Sections 3.1(bSection 3.1(c) and the receipt of all required regulatory approvals and compliance with applicable Laws, the Company agrees that the Investor has the right (the “Participation Right”), 3.1(c)upon receipt of a Subsequent Offering Notice, to purchase, on substantially similar terms and 3.1(d)conditions of such Subsequent Offering (but in any event at the same price per security received by the Company in such Subsequent Offering): (i) in the case of a Subsequent Offering of Common Shares that occurs: (A) prior to the Conversion Date, 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 its Beneficial Ownership immediately prior to completion of the Subsequent Offering; (B) following the Conversion Date, Common Shares that will allow the Investor to maintain its Beneficial Ownership immediately prior to the completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Convertible Securities that occurs: (A) prior to the Conversion Date, a Note in a principal amount equal to the amount required to convert such Note into such number of Common Shares that will (assuming conversion or exchange of all of the Convertible Securities issued in connection with the Company’s Qualified IPOSubsequent Offering and the Notes issuable pursuant to this Section 3.1) allow the Investor to maintain its Beneficial Ownership immediately prior to completion of the Subsequent Offering; (B) following the Conversion Date, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares Convertible Securities that will (assuming conversion or exchange of capital stock all of the Company, which would provide Convertible Securities issued in connection with the OMERS Group (together with all direct or indirect transferees of Subsequent Offering and the OMERS GroupConvertible Securities issuable pursuant to this Section 3.1) with an aggregate of up allow the Investor to 10.6% (or, if less, maintain its percentage interest in the number of shares of Fully-Diluted Common Stock Beneficial Ownership immediately prior to the Qualified IPO) completion 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) the managing underwriter maySubsequent Offering, in its sole discretioneach case, modify for certainty, after giving effect to any Common Shares or limit OMERS’ participation right under this Section 3-1(a)Convertible Securities acquired by the Investor as part of the Subsequent Offering, by providing other than pursuant to the exercise of the Participation Right. (c) If the Investor wishes to exercise the Participation Right in respect of a particular Subsequent Offering, the Investor shall give 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“Exercise Notice”) of the Stockholders Agreement shall not under any circumstances apply to exercise of such right and the participation right provided in this Section 3.1(a), and (iii) principal amount of the Note or the number of IPO Common Shares or Convertible Securities, as applicable, that OMERS would otherwise have the right Investor wishes to purchase under this Section 3.1(a) will be reduced on a share-for-share basis (subject to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreementlimits prescribed by Section 3.1(b)), 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. within 10 Business Days (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 arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, 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 exceedor, in the aggregatecase of a Subsequent Offering that is a public offering in a “bought deal”, three Business Days) after the lesser date of (i) up to 10.6% receipt of the shares of Fully-Diluted Common Stock immediately after Subsequent Offering Notice (the Qualified IPO“Exercise Notice Period”), (ii) OMERS’ percentage interest in provided that if the number of shares of Fully-Diluted Common Stock immediately Investor does not so provide such Exercise Notice prior to the Qualified IPO, and (iii) such amount as expiration of the managing underwriter shall approve in accordance with Section 3.1(a), in a private placement (the “Pre-IPO Private Placement”); provided, howeverExercise Notice Period, the Investor will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice delivered by the Investor shall set forth the aggregate number of shares that OMERS would otherwise have each class of securities of the right to purchase under this Section 3.1(b) will be reduced on a share-for-share basis to Company beneficially owned or controlled by the extent that Investor as of the per share offering price date 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 Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the 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 and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be 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 self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if anyExercise Notice. (d) Notwithstanding If the foregoing provisions 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 this 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 3.13.1(b). The Investor acknowledges and agrees that such Note, Common Shares or Convertible Securities may 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. (if) regulatory authorities continue 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 object to this arrangement after full discussion and negotiation the extent practicable, concurrent with the Company and its legal counsel (with related issuance pursuant to the participation of one legal counsel representing OMERSSubsequent Offering and, if desired by OMERS); (ii) regulatory authorities allow not practicable, as soon as practicable thereafter. If the Company to fulfill its obligations under this arrangement only on closing of the condition that rescission rights or other specific liability will be assumed exercise of the Participation Right has not been completed by the Company 90th day following the receipt of the Subsequent Offering Notice (or such earlier or later date as 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 (providedparties may agree), however, provided that the Company has used its good faith commercially reasonable efforts to obtain all required regulatory and other approvals (with including any required shareholder approvals), then the participation of one legal counsel representing OMERS, if desired by OMERS) Exercise Notice will be deemed to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow have been irrevocably withdrawn and the Company will have no obligation to issue securities any Note, Common Shares or Convertible Securities, as applicable, to the Investor pursuant to such exercise of the Company Participation Right. If the Investor does not timely elect to OMERS at the time of the Qualified IPOexercise 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 OMERS agree conditions not materially more favorable to negotiate the purchasers thereof (but in any event with a price no less than those offered to the Investor in the Subsequent 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 to enter into an alternative transaction that as closely as practicable approximates by the economic benefit of the Pre- IPO Private PlacementIndependent Directors.

Participation Right. (a) Subject to Sections 3.1(bthe terms and conditions specified in this Section 9, the Company hereby grants to the Holder of this Warrant 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) at less than the Exercise Price per share (the “Participation Right”). Notwithstanding anything to the contrary contained in this Section 9, 3.1(c)the Participation Right is subject to (i) Board authorization of a waiver under Section 7.5(a) of the Certificate of Incorporation, if required and (ii) compliance with applicable rules and requirements of the Nasdaq Stock Market, and 3.1(dthe Company shall not be obligated to extend such Participation Right to Holder if such Participation Right would violate any applicable rule or regulation of the Nasdaq Stock Market or the Certificate of Incorporation. (b) Each time the Company proposes to offer any shares of Common 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”), in connection with the Company’s Qualified IPO, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS Holder the right to purchase a portion of such Shares (at as determined in subsection (2) below) in accordance with the Qualified IPO pricefollowing provisions: (1) such number of additional shares of capital stock of the Company, which would provide the OMERS Group The Company shall deliver a written notice (together with all direct or indirect transferees of the OMERS Group“Notice”) 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) Holder stating (i) the managing underwriter may, in its sole discretion, modify or limit OMERS’ participation right under this Section 3-1(a), by providing written notice bona fide intention to the Company setting forth offer 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 IPOShares, (ii) the provisions number of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply such Shares to the participation right provided in this Section 3.1(a)be offered, and (iii) the number of IPO Shares that OMERS would otherwise have the right price and terms, if any, upon which it proposes 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 Agreementoffer such Shares. (b2) The participation right provided in Section 3.1(aWithin ten (10) shall be subject to (i) calendar days after the modification and approval right described in Section 3.1(a)Notice is sent, and (ii) the clearance by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, 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 Holder may elect to purchase a pro rata portion of or obtain, at the Common Stock scheduled to be sold price and on the terms specified in the Qualified IPONotice, where up to the number of shares to be offered hereunder shall not exceed, in the aggregate, the lesser greater of (i) up to 10.6% that portion of such Shares which equals the shares of Fully-Diluted Common Stock immediately after proportion (the Qualified IPO, (ii“Proportion”) OMERS’ percentage interest in that the number of shares of Fully-Diluted Common Stock immediately prior held by such Holder (treating the Warrant as if fully exercised for Common Stock) bears to the Qualified IPOtotal number of shares of Common Stock of the Company then outstanding (assuming for such calculation any 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) such amount that number of Shares with an offering price equal to $15 million. (3) The Participation Right shall not be applicable (i) to the issuance or sale of shares of Common Stock (as adjusted to reflect any stock splits, combinations or other events involving the managing underwriter shall approve in accordance with Section 3.1(a)Common Stock) to employees, in a private placement consultants or members of the Company’s Board of Directors (the “Pre-IPO Private PlacementBoard”); provided) pursuant to employee or director equity plans which are approved by the Board, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b(ii) will be reduced on a share-for-share basis to the extent that the per share offering price issuance of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company securities pursuant to the application conversion or exercise of the antidilution provisions convertible or exercisable securities 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 Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to the Company, prior (iii) 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 and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be 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 self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-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 issued in connection with any acquisition or business combination transaction approved by 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 (providedBoard, 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 issued in connection with equipment lease financings or other financings with commercial lenders or in strategic transactions involving the Company and OMERS agree other entities including joint ventures or marketing, distribution or development arrangements, in each case provided that any issuance pursuant to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates subsection (iv) has been approved by the economic benefit of the Pre- IPO Private PlacementBoard.

Participation Right. From the date hereof until one hundred and eighty (180) days after the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.10. The Company acknowledges and agrees that the right set forth in this Section 4.10 is a right granted by the Company, separately, to each Purchaser. (a) Subject At least twelve (12) hours prior to Sections 3.1(bany proposed or intended Subsequent Placement (as defined below), 3.1(c)the Company or, and 3.1(d), in connection with at the Company’s Qualified IPOdirection, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock any designated representative of the Company, which would provide shall deliver to each Purchaser an irrevocable written notice (the OMERS Group “Offer Notice”) of any proposed or intended issuance or sale or exchange (together with all direct or indirect transferees the “Offer”) of the OMERS Groupsecurities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the approximate price (if known, but in no event later than three hours prior to the end of the Offer Period (as defined below) (which Offer Period shall be extended, as necessary, on an hour-by-hour basis, to comply with an aggregate the foregoing)) and other terms upon which they are to be issued, sold or exchanged, and the approximate number or amount of up the Offered Securities to 10.6be issued, sold or exchanged, (C) offer to issue and sell to or exchange with Purchaser in accordance with the terms of the Offer such Purchaser’s pro rata portion of 50% (or, if less, its percentage interest in of the Offered Securities; provided that the number of shares of Fully-Diluted Common Stock immediately prior Offered Securities which such Purchaser shall have the right to the Qualified IPO) subscribe for under this Section 4.10 shall be based on such Purchaser’s pro rata portion of the shares aggregate dollar amount of the Securities purchased hereunder by all Purchasers (the “IPO SharesBasic Amount”), and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Purchaser shall have an opportunity to subscribe for any remaining Undersubscription Amount. (b) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) (i) the managing underwriter mayTo accept an Offer, in its sole discretionwhole or in part, modify or limit OMERS’ participation right under this Section 3-1(a), by providing such Purchaser must deliver a written notice to the Company (or, if the Offer Notice was sent by a Company representative, to such representative) prior to the end of the twelve (12) hours after such Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such underwriterPurchaser’s reasons for such limitation or modification, including Basic Amount that such limitation Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If such Notice of Acceptance is not received by the Company or modification is necessary, because of marketing factors, for its applicable representative prior to the success end of the Qualified IPOOffer Period, (ii) such Purchaser shall be deemed to reject the provisions of Section 3.3(d) of offer set forth in the Stockholders Agreement Offer Notice and no such further action by the Company or such representative shall not under any circumstances apply to the participation right provided in this Section 3.1(a)be required, except as 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 expressly set forth below. If the per share offering price of the IPO Shares is Basic Amounts subscribed for by all Purchasers are less than the Antidilution Price (as defined total of all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in the Purchase Agreement)its Notice of Acceptance shall be entitled to purchase, and, as a result thereof, OMERS receives shares from the Company pursuant in addition 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 arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, 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 aggregateBasic Amounts subscribed for, the lesser of (i) up to 10.6% of the shares of Fully-Diluted Common Stock immediately after the Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, 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”)Undersubscription Amount it has subscribed for; provided, however, if the number Undersubscription Amounts subscribed for exceed the difference between the total of shares that OMERS would otherwise have all the right Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase under this Section 3.1(b) will be reduced on a share-for-share basis only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent that it deems reasonably necessary. Notwithstanding the per share offering price foregoing, if the Company desires to modify or amend the terms and conditions of such shares is less than the Antidilution Price, andOffer in any material respect, 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 Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS determined in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to good faith by the Company, prior to the initial filing expiration of the registration statement for Offer Period, the Qualified IPO, Company (or its applicable representative) shall deliver to each Purchaser a binding subscription agreement to purchase shares in new Offer Notice and the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount Offer Period shall expire twelve (12) hours after such Purchaser’s receipt of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPOsuch new Offer Notice. (c) The Pre-IPO Private Company shall have three (3) Business Days from the expiration of the Offer Period above (A) to agree to, 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 Purchaser (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), and any offer to be made to OMERS shall be conducted in compliance with all applicable federal only upon terms and state securities laws and regulations, conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the Securities Act, and all applicable rules and regulations promulgated by acquiring Person or Persons or less favorable to the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects to participate Company than those set forth in the Pre-IPO Private Placement, it shall comply with all reasonable requirements Offer Notice and procedures required by (B) to publicly announce the Company execution of OMERS, if anysuch Subsequent Placement Agreement. (d) In the event the Company shall propose to sell less than 50% of all the Refused Securities (any such sale to be in the manner and on the terms specified Section 4.10(c) above), the Company or its representative shall so notify the Purchasers no less than six (6) hours prior to entering into a definitive agreement with respect to such reduced sale, and such Purchasers then may, at its sole option and in its sole discretion, within three (3) hours of receiving such notice, notify the Company or its representative that it intends to withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to a number or amount that shall be not less than the number or amount of the Offered Securities that such Purchaser elected to purchase pursuant to Section 4.10(b) 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 Purchasers pursuant to this Section 4.10 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser 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 4.10(a) above. If the Company does not receive notice from the Purchaser of its intention to withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance, such purchaser shall be required to purchaser such number or amount of the Offered Securities specified in its Notice of Acceptance. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Purchaser shall acquire from the Company, and the Company shall issue to such Purchaser, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.10(d) above if such Purchaser has so elected in compliance with such section, upon the terms and conditions specified in the Offer. (f) Notwithstanding anything to the foregoing contrary in this Section 4.10 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser 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 Purchaser will not be in possession of any material, non-public information, by the third (3rd) Business Day following delivery of the Offer Notice. If by such third (3rd) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company subsequently decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Purchaser with another Offer Notice and such Purchaser will again have the right of participation set forth in this Section 4.10. (g) The restrictions contained in this Section 4.10 shall not apply in connection with any Excluded Securities Transactions (as defined below). The Company shall not circumvent the provisions of this Section 3.1, in the event 4.10 by providing terms or conditions to one Purchaser that (i) regulatory authorities continue are not provided 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 Placementall.

Participation Right. (a) Subject to Sections 3.1(bthe terms and conditions specified in this Section 9, the Company hereby grants to the Holder of this Warrant 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) at less than the Exercise Price per share (the “Participation Right”). Notwithstanding anything to the contrary contained in this Section 9, 3.1(c)the Participation Right is subject to (i) Board authorization of a waiver under Section 7.5(a) of the Certificate of Incorporation, if required and (ii) compliance with applicable rules and requirements of the Nasdaq Stock Market, and 3.1(dthe Company shall not be obligated to extend such Participation Right to Holder if such Participation Right would violate any applicable rule or regulation of the Nasdaq Stock Market or the Certificate of Incorporation. (b) Each time the Company proposes to offer any shares of Common 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”), in connection with the Company’s Qualified IPO, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS Holder the right to purchase a portion of such Shares (at as determined in subsection (2) below) in accordance with the Qualified IPO pricefollowing provisions: (1) such number of additional shares of capital stock of the Company, which would provide the OMERS Group The Company shall deliver a written notice (together with all direct or indirect transferees of the OMERS Group“Notice”) 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) Holder stating (i) the managing underwriter may, in its sole discretion, modify or limit OMERS’ participation right under this Section 3-1(a), by providing written notice bona fide intention to the Company setting forth offer 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 IPOShares, (ii) the provisions number of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply such Shares to the participation right provided in this Section 3.1(a)be offered, and (iii) the number of IPO Shares that OMERS would otherwise have the right price and terms, if any, upon which it proposes 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 Agreementoffer such Shares. (b2) The participation right provided 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 Section 3.1(a) shall be subject the Notice, up to the greater of (i) that portion of such Shares which equals the modification and approval right described in Section 3.1(aproportion (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 shares issuable upon conversion of any capital stock convertible into or exchangeable for Common Stock), ; and (ii) the clearance greatest number of Shares being purchased by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, 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 any single investor in the Qualified IPO, where offering giving rise to the number of shares to be offered hereunder Participation Right. (3) The Participation Right shall not exceed, in the aggregate, the lesser of be applicable (i) up to 10.6% the issuance or sale of shares of Common Stock (as adjusted to reflect any stock splits, combinations or other events involving the Common Stock) to employees, consultants or members of the shares Company’s Board of Fully-Diluted Common Stock immediately after Directors (the Qualified IPO“Board”) pursuant to employee or director equity plans which are approved by the Board, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPOissuance of securities pursuant to the conversion or exercise of convertible or exercisable securities of the Company, 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 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 Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the 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 and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be 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 self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-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 issued in connection with any acquisition or business combination transaction approved by 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 (providedBoard, 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 issued in connection with equipment lease financings or other financings with commercial lenders or in strategic transactions involving the Company and OMERS agree other entities including joint ventures or marketing, distribution or development arrangements, in each case provided that any issuance pursuant to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates subsection (iv) has been approved by the economic benefit of the Pre- IPO Private PlacementBoard.

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) Subject to Sections 3.1(b), 3.1(cbased on such Buyer’s pro rata portion of the aggregate number of Common Shares purchased hereunder by all Buyers (the “Basic Amount”), and 3.1(d(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 prior 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 connection with either case, the Company’s Qualified IPO“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 rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the 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 use its commercially reasonable efforts to cause expire on the managing underwriter fifth (5th) Business Day after such Buyer’s receipt of such Qualified IPO to offer to OMERS new Offer Notice. (iii) The Company shall have ten (10) Business Days from the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock expiration of the CompanyOffer Period above (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which would provide the OMERS Group (together with all direct or indirect transferees a Notice 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 Acceptance has not been given by a Buyer (the “IPO SharesRefused Securities”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(apursuant to a definitive agreement(s) (ithe “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if 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 managing underwriter execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions 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 propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4(o)(iii) above), then such Buyer may, at its sole option and in its sole discretion, modify reduce the number 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 amount of the Qualified IPO, (ii) the provisions Offered Securities specified in its Notice of Section 3.3(d) of the Stockholders Agreement Acceptance to an amount that shall be not under any circumstances apply to 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 number or amount of the Purchase Agreement), and, as a result thereof, OMERS receives shares from the Company Offered Securities that such Buyer elected to purchase pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. (b4(o)(ii) The participation right provided in Section 3.1(a) shall be subject to above multiplied by a fraction, (i) the modification and approval right described in 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 3.1(a), 4(o) prior to such reduction) and (ii) the clearance by denominator of which shall be the SEC or the staff original amount of the SEC Offered Securities. In the event that any Buyer so elects to reduce the number or amount of such arrangement without Offered Securities specified in its Notice of Acceptance, the need to maintain a resale prospectus in effect. If such approval Company may not issue, sell or clearance is not received, exchange more than the reduced number or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff amount 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 Securities unless and until such securities have again been 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 Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, and (iii) such amount as the managing underwriter shall approve Buyers in accordance with Section 3.1(a)4(o)(i) above. (v) Upon the closing of the issuance, in a private placement (sale or exchange of all or less than all of the “Pre-IPO Private Placement”); providedRefused Securities, howeversuch Buyer shall acquire from the Company, and the Company shall issue to such Buyer, the number or amount of shares that OMERS would otherwise have the right to Offered Securities specified in its Notice of Acceptance. The purchase under this Section 3.1(b) will be reduced on a share-for-share basis by such Buyer of any Offered Securities is subject in all cases to the extent that the per share offering price of such shares is less than the Antidilution Pricepreparation, and, as a result thereof, OMERS receives shares from execution and delivery by the Company pursuant and such Buyer of a separate purchase agreement relating to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company shall use such Offered Securities reasonably satisfactory in form and substance to such Buyer and its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the 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 and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPOcounsel. (cvi) 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 Pre-IPO Private Placement Company and each Buyer agree that if any offer to be 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 self-regulating or quasi-public regulatory organizations. If OMERS Buyer elects to participate in the Pre-IPO Private PlacementOffer, it neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall comply with all reasonable requirements and procedures include any term or provision whereby such Buyer shall be required by to agree to any restrictions on trading as to any securities of the Company of OMERS, if anyowned by such Buyer prior to such Subsequent Placement more restrictive in any material respect than the restrictions contained in the Transaction Documents. (dviii) Notwithstanding anything to the foregoing 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 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 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 in possession of any material, non-public information with respect to the Company or any of its 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 and such Buyer will again have the right of participation set forth in this Section 4(o). The Company shall not be permitted to 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 3.1, in the event 4(o) by providing terms or conditions to one Buyer that (i) regulatory authorities continue are not provided 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 Placementall.

Participation Right. (a) Subject to Sections 3.1(b5.3(b), 3.1(c5.3(c), and 3.1(d5.3(d), in connection with the CompanyCorporation’s Qualified IPO, the Company Corporation shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the ▇▇▇▇ Group the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of the CompanyCorporation, which would provide the OMERS ▇▇▇▇ Group (together with all direct or indirect transferees of the OMERS ▇▇▇▇ Group) with an aggregate of up to 10.65.4% (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 3.1(a) 5.3(a), (i) the managing underwriter may, in its sole discretion, modify or limit OMERS’ the ▇▇▇▇ Group’s participation right under this Section 3-1(a), 5.3(a) by providing written notice to the Company 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) of the Stockholders Agreement hereunder shall not under any circumstances apply to the participation right provided in this Section 3.1(a5.3(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(a5.3(a) shall be subject to (i) the modification and approval right described in Section 3.1(a5.3(a), and (ii) the clearance by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements statement released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a5.3(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 10.65.4% of the shares of Fully-Diluted Common Stock immediately after the Qualified IPO, (ii) OMERS’ the ▇▇▇▇ Group’s percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a5.3(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 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 Corporation shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the CompanyCorporation’s obligation to issue and sell shares to OMERS the ▇▇▇▇ Group in the Pre-IPO Private Placement that, if necessary, in the opinion of counsel for the Company Corporation or the managing underwriter it underwriter, any member of the ▇▇▇▇ Group that is necessary, OMERS purchasing shares in the Pre-IPO Private Placement shall execute and deliver to the CompanyCorporation, 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 and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:each share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS 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 self-regulating regulation or quasi-public regulatory organizations. If OMERS any member of the ▇▇▇▇ Group elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company Corporation of OMERSthe ▇▇▇▇ Group, if any. (d) Notwithstanding the foregoing provisions of this Section 3.15.3, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Company Corporation and its legal counsel (with the participation of one legal counsel representing OMERSthe ▇▇▇▇ Group, if desired by OMERSthe ▇▇▇▇ Group); (ii) regulatory authorities allow the Company Corporation to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Company 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 Company Corporation has used its good faith efforts (with the participation of one legal counsel representing OMERSthe ▇▇▇▇ Group, if desired by OMERSthe ▇▇▇▇ Group) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Company Corporation to issue securities of the Company Corporation to OMERS the ▇▇▇▇ Group at the time of the Qualified IPO, then the Company Corporation and OMERS 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- Pre-IPO Private Placement.