Common use of Participation Rights Clause in Contracts

Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.

Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Initial Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all 50% of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement; provided further that, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are notsuch election, Purchaser’s Beneficial Ownership shall not exceed 35% in the aggregate, materially adverse to the terms aggregate of the Additional InvestmentCompany Common Shares outstanding at such time. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.

Participation Rights. (a) Until For so long as a Purchaser owns at least 50% of the earlier aggregate number of Preferred Shares issued to such Purchaser and its Affiliates at the Closing (or the Common Stock issued upon conversion thereof), the Company shall not issue, or agree to issue, any Equity Securities of the Company to any Person unless the Company offers such Purchaser the right (the “Securities Participation Right”) to purchase in the aggregate (i) subject to the following clause (ii), up to the number of such time as there is no SL Director serving on Equity Securities of the Board Company (the “Securities Participation Amount”) equal to the product of Directors and (x) the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and total number of such offered shares of Equity Securities of the Company multiplied by (y) such Purchaser’s Participation Rights Fraction, or (ii) in the eighteen event that the Equity Securities of the Company issued are preferred stock that are not convertible into Common Stock (18or Equity Securities of the Company that are convertible into Common Stock) month anniversary and non-voting (treating preferred stock that is entitled to elect no more than two directors upon a default resulting from the failure to pay six (6) or more consecutive quarterly dividends as non-voting for this purpose) (“Non-Convertible Preferred Securities”), up to 25% of the total issuance by the Company (the “Non-Convertible Preferred Participation Amount”), at the same price per security (payable in cash, except to the extent that the consideration for such issuance is an exchange of Convertible Preferred Stock) and otherwise upon the same terms and conditions as those offered to such Person in accordance with the procedures set forth in this Section 5.4; provided that the Securities Participation Rights shall not be applicable to the issuance of the following Equity Securities of the Company: (i) an underwritten registered public offering of Common Stock for cash (which shall exclude for this purpose any registered direct offering to one or more purchasers (other than to or through brokers, dealers, underwriters or market makers, in each case purchasing for resale to investors) in an aggregate amount greater than the lesser of $5 million and 1% of the shares the Company’s Common Stock then outstanding), (ii) an issuance of equity or equity linked securities pursuant to any director, officer or employee compensation arrangements that is permitted, or not prohibited by, the Certificate of Designation or any issuance of equity or equity linked securities pursuant to the existing terms of any such arrangements in effect as of the Closing Date, whenever (iii) an issuance of equity to a seller, or in the case of a merger, the shareholders of the target company, and the employees or officers of any target company in connection with a bona fide merger, business combination transaction or acquisition of stock or assets outside of the ordinary course (other than any issuance to an Affiliate in connection thereof), (iv) a conversion of shares of one class of capital stock of the Company into shares of another class of capital stock of the Company in accordance with the terms of such securities, (v) a stock split or other subdivision or combination, or a stock dividend made to all holders on a pro rata basis of any Equity Securities of its Subsidiaries proposes to issuethe Company, directly or indirectly (including, through any underwritersvi) an issuance of any Additional Preferred Securities following compliance with Section 5.5, or (vii) an issuance of Equity Securities of the Company that are not Excluded Securities (such proposed issuanceis incidental to and is issued as part of a debt financing from a bank, an “Additional Investment”)institutional lender or similar financial institution. For purposes of clarity, the Company will consult with parties agree that the Purchaser reasonably in advance issuance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication Conversion Shares shall not be binding upon subject to the Purchaser)Securities Participation Rights. In no event will any Convertible Preferred Stock (or any Common Stock issuable in connection with the conversion of any Convertible Preferred Stock) issued in connection with or as a result of accretions to the face amount of, or payments in kind with respect to, any Convertible Preferred Stock or Equity Securities of the Company will provide written notice outstanding on the Closing or otherwise permitted to be issued, or not prohibited, by the Certificate of such proposed issuance Designation be subject to the Securities Participation Rights. A Purchaser (an “Offer Notice”) at least ten (10) Business Days prior shall be entitled to apportion or assign its Securities Participation Amount or Non-Convertible Preferred Participation Amount in such proportions as it deems appropriate, among itself, its Affiliates, and to any other Purchaser, provided that the proposed date total amount of Non-Convertible Preferred Participation Amount that the Purchasers shall be entitled to purchase agreement, investment agreement or other agreement (in the “Additional Investment Agreement”). Each Offer Notice aggregate pursuant to this section shall include the applicable purchase price per security for such Additional Investment, not exceed 25% of the aggregate amount of the proposed Additional Investment and the other material terms and conditions of Non-Convertible Preferred Securities issued in such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchasertransaction.

Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director Purchaser Designee serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date4.07, notwithstanding Section 4.03, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “"Additional Investment”)") (provided, the however, that if such Additional Securities are Company will consult with the Purchaser reasonably in advance of undertaking such issuance andCommon Stock or any equity security or instrument that is convertible into, if and or exercisable or exchangeable for, Company Common Stock, then this Section 4.17 shall only apply if the Purchaser notifies price per share of Company Common Stock or the effective price per share of Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding Common Stock upon the Purchaserconversion, exercise or exchange thereof (as applicable) is less than the Conversion Price), the Company will provide written notice of such proposed issuance to the Purchaser (an “"Offer Notice”") at least ten twenty (1020) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “"Additional Investment Agreement”"). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s 's offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five fifteen (515) Business Days following the date the Offer Notice is received by the Purchaser (the “"Participation Notice Period”"). The Purchaser may irrevocably elect to purchase up all (but not less than all) of the Additional Securities on the terms proposed if such proposed Additional Investment is expected by the Company in good faith to be made to only one group of Affiliated investors or irrevocably elect to purchase any or all of the Additional Securities on the terms proposed; provided that to the extent the issuance of proposed if such proposed Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If Investment is expected by the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions to be made by the Purchaser to the terms more than one group of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional InvestmentAffiliated investors. If the Purchaser irrevocably elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection accordance with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.this Section 4.17,

Participation Rights. The Company will not grant to any Person (aother than BWHI, the Holders, any Affiliate thereof or any transferee of Registrable Securities under this ARTICLE VI) Until at any time on or after the earlier date of this Agreement the right (a "PARTICIPATION RIGHT") to request the Company to register any securities of the Company under the Securities Act by reason of the exercise by any holder of its rights under this ARTICLE VI unless such Participation Right provides that such securities shall not be registered and sold at the same time if the managing underwriter for the offering, including the Registrable Securities, believes that sale of such securities would adversely affect the amount of, or price at which, the respective Registrable Securities being registered under this ARTICLE VI can be sold. The Company agrees: (1) not to affect any public or private sale or distribution of its securities, including a sale pursuant to Regulation D under the Securities Act, during the 10-day period prior to, and during the 90-day period beginning on, the date hereof of an underwritten offering made to pursuant to a registration statement filed pursuant to SECTION 6.02, and (2) to cause each holder (other than BWHI, the Holders, any Affiliate thereof or any transferee of Registrable Securities under this ARTICLE VI) of its privately placed equity securities or convertible securities purchased from the Company at any time prior to, on or after the date of this Agreement to agree not to affect any public or private sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such underwritten registration, if permitted). Notwithstanding anything in this ARTICLE VI to the contrary, in no event shall this ARTICLE VI be construed as prohibiting, restricting or impairing the Company's ability to comply with the registration rights agreements or the registration rights in any warrant it has: (i) such time as there is no SL Director serving entered into on or prior to the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 date hereof and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially disclosed on the terms and conditions specified in the Offer NoticeDISCLOSURE SCHEDULE, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the PurchaserTHE SCHEDULES OR AS SET FORTH IN THE SUBORDINATED LOAN AGREEMENT AND BIB WARRANT.

Participation Rights. (a) Until the earlier of (i) such time as there is no SL SLP Affiliated Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date, notwithstanding Section 4.03, whenever that the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all (but not less than all) of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding If the foregoingPurchaser does not deliver a Participation Notice during the Participation Notice Period (or if, in prior to the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance expiration of the Additional Securities to the Purchaser.Participation Notice Period, the

Participation Rights. If the LICENSEE proposes to sell any equity securities or securities that are convertible into equity securities of the LICENSEE (acollectively, “Equity Securities”) Until in a financing, then the earlier REGENTS and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the greater of (i) 5% of the securities issued in such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 offering and (ii) the eighteen (18) month anniversary REGENTS’s then current, fully-diluted percentage ownership of the Closing DateLICENSEE, whenever in each case on the Company or any of its Subsidiaries proposes same terms and conditions as are offered with respect to issue, directly or indirectly (including, through any underwriters) any Additional such Equity Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate sold in such issuance (which indication shall not be binding upon the Purchaser), the Company financing. LICENSEE will provide 30 days advanced written notice of each such proposed issuance financing, including reasonable detail regarding the number of Equity Securities to the Purchaser be offered (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date or aggregate value of the purchase agreementoffering in the case of an offering of securities convertible into equity securities), investment agreement or other agreement price, terms and purchasers in the financing (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that Notice will be delivered to the extent the issuance of Additional Securities to the Purchaser would result REGENTS in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to accordance with the terms of the proposed Additional Investment that Stock Issuance Agreement; provided, a copy of any such Notice, which shall not constitute notice, sent via email to: xxxxxxx@xxxxxxxx.xxx and for reference only XX-XxxxxxXxxxxx@xxxx.xxx. Further, upon request of the REGENTS, the LICENSEE will also provide (i) would only be applicable to the Purchasera pre- and post-financing (projected) capitalization table, (ii) would investor presentation (if available), (iii) an introduction to the lead investor in such financing for the purpose of discussing the lead investor’s due diligence process, and (iv) such other documents and information as the REGENTSmay reasonably request for the purpose of making an investment decision or verifying the amount of equity securities it is entitled to purchase in such financing. The term “Assignee” means (a) any entity to which the REGENTS’s participation rights under this Paragraph have been or are assigned either by the REGENTS or another entity, or (b) an entity with a campus affiliation, meaning a venture capital or similar fund now or hereafter existing that has signed an affiliation agreement with UC Berkeley including, without limitation, existing campus-facing shared carry funds or (c) any entity that is controlled by the REGENTS. If REGENTS and/or its Assignee has not result given notice to the LICENSEE of its non-binding intent to participate within 30 days of receipt of such LICENSEE Notice (which such 30 day period (i) starts upon REGENTS’s receipt of all reasonable detail regarding the terms and purchasers in the Company needing financing and (ii) may be extended with the mutual agreement of the LICENSEE and REGENTS (or its Assignee to obtain stockholder approval the extent of any assigned participation rights)), then the participation rights shall be deemed to have been waived solely in connection with the Additional Investment Equity Securities as a result described in the Notice for that round of financing. If (i) the terms set forth in the Notice materially change, (ii) the LICENSEE does not enter into an agreement for the sale of securities on the offering terms provided to the REGENTS in the Notice within 90 days of the issuance earlier of Additional the date the REGENTS and/or its Assignee(s), as the case may be, notifies, or is deemed to have notified, the LICENSEE of its intent to participate or not participate in such offering, the right provided hereunder shall be deemed to be revived and such Equity Securities shall not be offered unless first reoffered to the Purchaser and REGENTS in accordance with this provision. for reference only The Participation Rights described herein shall not be applicable to any equity securities issued (i) pursuant to any stock option or other equity incentive plan, (ii) upon exercise of equity securities issued pursuant to any stock option or other equity incentive plan, (iii) issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, without regard to whether such equity securities were issued prior to or are not, in the aggregate, materially adverse issued concurrently with or subsequent to the terms Effective Date, and (iv) issued upon conversion of convertible securities (including SAFEs) outstanding as of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the PurchaserEffective Date.

Participation Rights. (a) Until the earlier of (i) such time Except as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to provided in this Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date2(h), whenever if the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any issue Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”)Shares of Common Stock at a per share consideration less than Fair Market Value, the Company will consult shall first offer (the “Participation Offer”) to the Registered Holder the opportunity to purchase in connection with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance a number of such Additional Shares of Common Stock as may be designated by the Registered Holder, not to exceed the number of shares equal to the Purchaser product of (an y) the aggregate number of Additional Shares of Common Stock to be issued by the Company in the proposed transaction and (z) a fraction, the numerator of which shall be the number of shares of fully diluted Common Stock held by the Registered Holder (assuming conversion of all Convertible Securities and exercise of all Options held by the Registered Holder) and the denominator of which shall be the number of shares of fully diluted Common Stock then outstanding (assuming conversion of all outstanding Convertible Securities and exercise of all outstanding Options). The Company shall give written notice to the Registered Holder of the Participation Offer (the “Participating Offer Notice”) at least ten (10) Business Days 20 days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”)issuance date. Each The Participation Offer Notice shall include specify the applicable purchase price per security for such proposed transaction pursuant to which the Additional InvestmentShares of Common Stock are to be issued, the aggregate number of Additional Shares of Common Stock to be issued, the amount and type of consideration to be received therefor, and the date on which the proposed transaction is to be consummated. The Registered Holder shall notify the Company in writing within 10 days after the date of receipt of the proposed Additional Investment Participation Offer Notice if the Registered Holder wishes to exercise the participation rights hereof and the other material terms and conditions number of such Additional Investment, including shares the proposed closing dateRegistered Holder wishes to acquire in the Participation Offer in accordance herewith. The Participation Offer Notice shall constitute be conditioned upon the Company’s offer to issue such sale or other transfer of Additional Investment Shares of Common Stock pursuant to the Purchaser substantially on the terms and conditions specified transactions contemplated in the Participation Offer Notice, which offer . This Section 2(h) shall be irrevocable for five (5) Business Days following not apply to any sale pursuant to a public offering registered under the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the PurchaserAct.

Participation Rights. (a) Until At least two (2) days prior to any transfer of Registrable Securities, other than any Partner Distribution or transfer to a Permitted Transferee, in an unregistered transaction (an “Unregistered Transfer,” which, for the earlier avoidance of doubt, shall include but not be limited to any transfer pursuant to an exemption from registration under the Securities Act, including pursuant to Rule 144) by any holder of Registrable Securities (the “Selling Investor”), the Selling Investor will deliver a written notice (the “Unregistered Transfer Notice”) to the other holders of Registrable Securities (the “Participation Holders”), specifying the number of Registrable Securities that the Selling Investor proposes to sell in the Unregistered Transfer. Any or all of the Participation Holders may elect to participate in the contemplated Unregistered Transfer by delivering written notice (a “Participation Election Notice”) to the Selling Investor within one (1) day after delivery of the Unregistered Transfer Notice, which Participation Election Notice shall indicate the maximum number of Registrable Securities that such Participation Holder will sell on the same terms and conditions as the Selling Investor. If no Participation Election Notice is received by the Selling Investor within such one (1) day period, none of the Participation Holders shall have the right to participate in the Unregistered Transfer, and the Selling Investor shall have the right to consummate the Unregistered Transfer of the number of Registrable Securities stated in the Unregistered Transfer Notice. If any of the Participation Holders have validly elected to participate in such Unregistered Transfer (such Participation Holders, together with the Selling Investor, the “Participating Investors”), (i) the Selling Investor shall reasonably cooperate with such time as there is no SL Director serving on the Board of Directors Participating Investors with respect thereto and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 reasonably assist and keep such Participating Investors reasonably apprised in connection therewith, and (ii) the eighteen aggregate number of Registrable Securities which each Participating Investor will be entitled to sell under this Section 7(a) (18the “Transfer Securities”) month anniversary will be determined as of the Closing Datedate of the Unregistered Transfer Notice and will equal (a) times (b) (the “Transfer Percentage”) where (a) is the aggregate number of Registrable Securities proposed to be sold as set forth in the Unregistered Transfer Notice and (b) is a fraction, whenever the Company or any numerator of its Subsidiaries proposes which is the number of Registrable Securities owned by such Participating Investor, as applicable, and the denominator of which is the total number of Registrable Securities then owned by all Participating Investors. Each Participating Investor shall be entitled to issuesell, directly or indirectly to the prospective purchaser(s) (includingeach, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an a “Additional InvestmentProposed Purchaser”), its number of Transfer Securities for a pro rata portion (based on the Company will consult with the Purchaser reasonably calculation in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five clause (5b) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”above) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the PurchaserUnregistered Transfer proceeds.

Participation Rights. (a) Until On or following the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing First Payment Due Date, whenever the Company or any of its Subsidiaries if Licensee proposes to issue, directly sell for bona fide capital raising purposes any equity securities or indirectly (including, through any underwriters) any Additional Securities securities that are not Excluded Securities convertible into equity securities of Licensee (such proposed issuancecollectively, an “Additional InvestmentNew Securities”), then Harvard and/or its Assignee (as defined below) will have the Company will consult with right to purchase up to that portion of the Purchaser reasonably New Securities issued in advance each offering of undertaking New Securities that equals Harvard’s and its Assignee’s then current, fully-diluted percentage ownership of Licensee on the same terms and conditions as are offered to other holders of the Licensee’s equity securities in each such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication financing. Licensee shall not be binding upon the Purchaser), the Company will provide written notice of such proposed each issuance to of New Securities, including reasonable detail regarding the Purchaser terms of the financing (each, an “Offer Notice”), and Harvard and/or its Assignee may exercise the participation rights hereunder by notification to Licensee within [***] after the Offer Notice has been provided by the Licensee. The term “Assignee” means (a) at least ten [***], or (10b) Business Days any entity that is controlled by Harvard, is not a competitor of the Licensee, and is reasonably acceptable to Licensee. Subject to the subsequent conditions and provisions, this paragraph shall survive the termination of this Agreement. Notifications to be sent pursuant to this Section 4.7 of this Agreement shall be sent to [***]. Notwithstanding the foregoing, if Licensee provides notification of termination for convenience under the terms of Section 10.2.1 of this Agreement prior to the proposed First Payment Due Date, then the entire obligations under this Section 4.7 shall terminate as of the date of the purchase agreementsuch notice and not survive termination. In addition, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding notwithstanding the foregoing, in the event that Harvard or any Assignee exercises the Company is seeking stockholder approval for any Third Party participation rights set forth in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securitiesthis Section 4.7 and invests in Licensee, then such Assignee shall become a party to the Company applicable investment documentation of Licensee and the participation rights in this Section 4.7 shall also seek stockholder approval terminate as of the date of execution of such investment documentation. Notwithstanding anything herein to the contrary, the participation rights herein (i) shall not be applicable to (a) Exempted Securities (as defined in connection with the Certificate of Incorporation), or (b) the issuance of Second Tranche Shares (as defined in the Additional Securities [***]), and (ii) shall terminate in their entirety upon the earlier of (x) immediately prior to the Purchaserconsummation of the Licensee’s first underwritten public offering or (y) the closing of a Deemed Liquidation Event (as defined in the Certificate of Incorporation).

Participation Rights. Either Buyer or Seller may propose the drilling of any of the prospects identified in Schedule 7.09 (athe “Prospects”). In such a case, either Seller or Buyer, as applicable, shall have the right to participate in the drilling of said well. In the case of a Buyer proposal, Buyer shall provide written notice to Seller of such opportunity at least sixty (60) Until days prior to the earlier commencement of the proposed operation (a “Notice of Opportunity”). The Notice of Opportunity shall (i) identify the estimated amount of expenditures Buyer reasonably believes is necessary to perform such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 project, and (ii) include such geological and geophysical maps (subject to any contractual restrictions), economic and AFE analysis and other data in the eighteen possession or control of Buyer with respect to such proposed well. Seller shall have the right to participate by providing written notice of such to Buyer within thirty (1830) month anniversary days after receipt of Buyer’s notice of such opportunity. Seller shall have the Closing Date, whenever right to meet with Buyer’s technical personnel to discuss the Company or any Prospect identified in such Notice of Opportunity during such 30-day period. The failure by Seller to timely respond to Buyer’s Notice of Opportunity shall be deemed a waiver by Seller of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer right to participate in such issuance proposed well. If Seller elects to participate in the proposed well, Seller shall bear fifty percent (which indication shall not be binding upon the Purchaser50%), proportionately reduced to Buyer’s working interest, of the Company will provide written notice cost of such proposed issuance operations, including completion or abandonment and Seller shall receive an undivided fifty percent (50%) operating right interest in the Prospect, proportionately reduced to Buyer’s working interest, from the surface to 100’ below the TD of such well, within the Prospect area, described by aliquots ( 1/4 1/4 1/4), on a form approvable by the MMS. The assignment will be subject to any applicable royalties, overriding royalties, production payments and similar burdens on production (“Burdens”) and any preferential rights or rights to consent to assignment (“Other Rights”), affecting the Prospect in existence as of the Effective Date, but shall be free and clear of any other Burdens or Other Rights created or established by, through or under Buyer subsequent to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”)Effective Date. Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall Joint operations will be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to conducted under the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result joint operating agreement in the Company needing to obtain stockholder approval in connection with the Additional Investment effect as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.Effective Date

Participation Rights. The Company will not grant to any Person (aother than Siena, the Holders, any Affiliate thereof or any transferee of Registrable Securities under this ARTICLE VI) Until at any time on or after the earlier date of this Agreement the right (a "PARTICIPATION RIGHT") to request the Company to register any securities of the Company under the Securities Act by reason of the exercise by any holder of its rights under this ARTICLE VI unless such Participation Right provides that such securities shall not be registered and sold at the same time if the managing underwriter for the offering, including the Registrable Securities, believes that sale of such securities would adversely affect the amount of, or price at which, the respective Registrable Securities being registered under this ARTICLE VI can be sold. The Company agrees: (1) not to affect any public or private sale or distribution of its securities, including a sale pursuant to Regulation D under the Securities Act, during the 10-day period prior to, and during the 90-day period beginning on, the closing date of an underwritten offering made to pursuant to a registration statement filed pursuant to SECTION 6.02, and (2) to cause each holder (other than Siena, the Holders, any Affiliate thereof or any transferee of Registrable Securities under this ARTICLE VI) of its privately placed equity securities or convertible securities purchased from the Company at any time prior to, on or after the date of this Agreement to agree not to affect any public or private sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such underwritten registration, if permitted). Notwithstanding anything in this ARTICLE VI to the contrary, in no event shall this ARTICLE VI be construed as prohibiting, restricting or impairing the Company's ability to comply with the registration rights agreements or the registration rights in any warrant it has: (i) such time as there is no SL Director serving on entered into prior to the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 Closing Date and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially disclosed on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the PurchaserDISCLOSURE SCHEDULE.

Participation Rights. (i) For a period of 12 months immediately following the Closing, if the Company shall issue or sell (a “Financing”) (a) Until the earlier any shares of Common Stock, (ib) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary any other equity security of the Closing DateCompany, whenever including without limitation shares of preferred stock, (c) any debt security of the Company (other than debt with no equity feature), including without limitation any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (d) any security of the Company that is a combination of debt and equity, or (e) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”)the Company, the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an shall offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice sell 25% of such proposed issuance securities (the “Offered Securities”) to the Purchaser Investors, pro rata, as set forth in this Section 4(l) (an the “Offer NoticeInvestors’ Securities”) at least ). The Company shall offer, no less than ten (10) Business Days prior to the proposed date of the purchase agreementfirst sale of such Offered Securities, investment agreement or other agreement to sell to each Investor (1) that portion of the Investors’ Securities as the number of Initial Common Shares that were acquired by such Investor pursuant to the Transaction Documents bears to the total number of Initial Common Shares that were acquired by all the Investors pursuant to the Transaction Documents (the “Additional Investment AgreementBasic Amount”). Each Offer Notice shall include the applicable purchase price per security for , and (2) such Additional Investment, the aggregate amount additional portion of the proposed Additional Investment and Investors’ Securities as such Investor shall indicate it will purchase should the other material Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms and conditions of as shall have been specified by the Company in a writing delivered to such Additional Investment, including Investor (the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice“Offer”), which offer Offer by its terms shall be remain open and irrevocable for five a period of ten (510) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all from receipt of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”)Offer. Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional be obligated to offer and sell Offered Securities to the PurchaserInvestors solely in its next Financing during the twelve month period immediately following Closing. Notwithstanding anything contained in this Section 4(k) to the contrary, the ten (10) Business-Day offer period may be waived by any one Investor, for solely itself, or all of the Investors.

Participation Rights. (a) Until During the earlier of (i) such time as there is no SL Director serving period beginning on the Board of Directors September 14, 2020 and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Dateending on September 14, 2021, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (includingindirectly, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the SLA Purchaser reasonably in advance of undertaking such issuance and, if and only if the SLA Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the SLA Purchaser), the Company will provide written notice of such proposed issuance to the SLA Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to the SLA Purchaser to issue a portion of such additional securities (the “Offered Additional Investment”) equal to the product of (i) the number of shares of Company Common Stock to be issued in the Additional Investment to (calculated on an as-converted basis, if applicable), multiplied by (ii) the Purchaser Participation Percentage, substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the SLA Purchaser (the “Participation Notice Period”). The SLA Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.may

Participation Rights. (a) Until In the earlier event that any Stockholder or Stockholders (either individually or as part of a group of holders of Shares) (i) such time as there is no SL Director serving on for the Board purposes of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to this Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”3(a), the Company will consult with "Selling Stockholders") shall propose to sell, assign, transfer or otherwise dispose of (for the Purchaser reasonably in advance purposes of undertaking such issuance andthis Section 3(a), if and only if a "Transfer") to any proposed purchaser (for the Purchaser notifies the Company within five (5) Business Days following such consultation purposes of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaserthis Section 3(a), the "Proposed Purchaser') shares of capital stock of the Company will comprising at least a majority of the voting power of all Shares (determined on a Diluted Basis) (for the purposes of this Section 3(a), the shares proposed to be so transferred by such Selling Stockholders being referred to as the "Offered Shares"), the Selling Stockholders shall provide each other Stockholder (for the purposes of this Section 3(a) and collectively, the "Remaining Stockholders") with not less than twenty (20) days' prior written notice of such proposed issuance to Transfer (for the Purchaser (an “Offer purposes of this Section 3(a), the "Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement"), investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer which Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investmentproposed Transfer. Within ten (10) days following the delivery of the Notice to the Remaining Stockholders, including each of the Remaining Stockholders shall notify the Selling Stockholders if it elects to participate in such proposed Transfer. Any failure by a Remaining Stockholder to give such notice will bar such Remaining Stockholder from participating in the Transfer pursuant to this Section 3. Each of the Remaining Stockholders that has given such a notice shall have the right to sell, and shall have the right to require the Selling Stockholders to include in the proposed closing date. The Offer Notice shall constitute Transfer at the Company’s offer to issue such Additional Investment to the Purchaser substantially same price and on the same terms and conditions specified in as those upon which the Offer Notice, which offer shall be irrevocable for five (5) Business Days following Selling Stockholders propose to transfer the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval RequirementOffered Shares, the Purchaser may elect to purchase up to an amount number of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuanceshares hereinafter provided, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms number of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter Offered Shares that may be needed sold by the Selling Stockholders shall be correspondingly reduced. The electing Remaining Stockholders and the Selling Stockholders shall each be entitled to sell such number of the Offered Shares or their equivalent in shares of Common Stock (determined on a Diluted Basis) determined by multiplying the number of Offered Shares stated in Common Stock equivalents by the percentage for each such Stockholder as determined by dividing the number of shares of Common Stock on a Diluted Basis held by the relevant Stockholder by the total number of shares of Common Stock on a Diluted Basis owned by all such Stockholders and then using the resulting number of shares of Common Stock on a Diluted Basis so determined for such Stockholder to determine the number of Shares held by the Stockholder equivalent to such shares and entitled to be included in the Offered Shares. Any such Remaining Stockholder that desires to participate in such Transfer shall use reasonable efforts to facilitate such Transfer. In addition, it is expressly understood that if the Selling Stockholders and the Proposed Purchaser decide not to consummate the proposed issuance of Additional SecuritiesTransfer, then the Company no obligation to any Remaining Stockholder shall also seek stockholder approval in connection continue with the issuance of the Additional Securities respect to the Purchasersuch Transfer.

Participation Rights. (a) Until Notwithstanding the earlier provisions of (i) such time as there is no SL Director serving on the Board Section 4.08 of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Datethis Agreement, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (includingindirectly, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser Eligible Purchasers (an “Offer Notice”) at least ten five (105) Business Days prior to the proposed date consummation of the transactions pursuant to the applicable purchase agreement, investment agreement or other agreement in respect of the Additional Investment (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, in each case, subject to any adjustments for a “minimum price”, “price floor” and/or related provisions to the extent necessary to comply with applicable NYSE rules, and including the proposed closing datedate (to the extent known). The Offer Notice shall constitute the Company’s offer to each such participating Eligible Purchaser to issue a portion of such additional securities (the “Offered Additional Investment”) equal to the product of (i) the number of shares of Common Stock to be issued in the Additional Investment (calculated on an as-converted basis, if applicable), multiplied by (ii) with respect to the Purchaser each Eligible Purchaser, its applicable Participation Percentage, substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five three (53) Business Days following the date the Offer Notice is received by the applicable Eligible Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Eligible Purchaser elects to purchase all or a portion of such Offered Additional Investment specified in the Offer Notice, the such Eligible Purchaser shall (i) deliver to the Company during the Participation Notice Period a an irrevocable written notice stating the aggregate amount of the proposed Offered Additional Investment that the Purchaser offers to purchase not exceeding such Eligible Purchaser’s Participation Portion (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with ) and (ii) enter into the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection Agreement either (x) simultaneously with the issuance other purchasers of the Additional Securities (to the Purchaser.extent it has not previously been entered into by the Company) or (y) if the Additional Investment Agreement has already been entered into by the Company, within one (1) Business Day following delivery by such Eligible Purchaser to the

Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director serving on Purchaser ceases to meet the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing DateMinimum Ownership Threshold, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) issue any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) 5 Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the proposed closing date and other material terms and conditions of such Additional Investment, including which may include a bona fide minimum and maximum amount of the Additional Investment and the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment Securities to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) 5 Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all its Pro Rata Share of Additional Securities, on the same terms and at the same price as such Additional Securities on the terms proposed; provided that are sold to the extent the issuance of Additional Securities to the Purchaser would result other investors in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Securities in the Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase purchase, not to exceed the Purchaser’s Pro Rata Share of such Additional Investment (the “Participation Notice”). Notwithstanding “Pro Rata Share” means, with respect to the foregoingPurchaser, the quotient of the number of Class A Shares Beneficially Owned by the Purchaser on the date of an Offer Notice divided by the number of all outstanding Class A Shares on the date of such Offer Notice, assuming exercise, conversion or exchange of all outstanding securities (including the Preferred Shares, the Alternative Preference Shares and the Class B Shares) that are exercisable, convertible or exchangeable for or into Class A Shares (other than securities exercisable, convertible or exchangeable for or into Class A Shares that are issued or granted under the Company’s employee or director employment, compensation, incentive and/or benefit plans, programs, policies, agreements or other similar arrangements), without regard to any limitation or restriction on exercise, conversion or exchange. If the Purchaser does not deliver a Participation Notice during the Participation Notice Period (or if, prior to the expiration of the Participation Notice Period, the Purchaser delivers to the Company a written notice declining to participate in the event that Additional Investment specified in the Offer Notice), the Purchaser shall be deemed to have waived its right to participate in such Additional Investment under this Section 4.11 and the Company is seeking stockholder shall thereafter be free to issue during the 60 Business Day period following the expiration of the Participation Notice Period (or the receipt by the Company of a written notice from the Purchaser declining to participate in such Additional Investment) such proposed Additional Investment to one or more third parties on terms and conditions no more favorable to any such third party than those set forth in the Offer Notice, unless otherwise agreed by the Purchaser and the Company. Any obligation of the Company and the Purchaser to participate in any Additional Investment shall in all cases be conditioned on (i) applicable antitrust clearance or approval under antitrust or other applicable law and (ii) satisfaction of all other legal requirements, with the closing date for such purchase of Additional Securities by the Purchaser not to occur until at least 5 Business Days after the Purchaser’s receipt of such clearance or approval and satisfaction of such other legal requirements, unless otherwise agreed by the Purchaser and the Company, each acting reasonably. Notwithstanding anything herein to the contrary, the Purchaser shall not have the right to make any Third Party Additional Investment to the extent that consummation of such Additional Investment would violate the rules of NASDAQ or such other stock exchange on which the Company Common Shares are then listed. The issuance of “Additional Securities” means the issuance of any common shares or preference shares of the Company. The issuance of “Excluded Securities” means any issuance of (i) Additional Securities as initial and/or deferred consideration to the selling Persons in an acquisition by the Company or its Subsidiaries, (ii) Additional Securities issued to the Company or its Subsidiaries, (iii) Additional Securities to a third-party financial institution in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then a bona fide borrowing by the Company shall also seek stockholder approval in connection with the issuance of the or its Subsidiaries, (iv) Additional Securities to the PurchaserCompany’s directors, employees, advisors or consultants (including as a result of the exercise of any option to subscribe for, purchase or otherwise acquire Class A Shares or upon the vesting or delivery of any award of restricted stock units (including performance-based restricted stock units)), (v) Additional Securities in connection with any stock split, stock combination, stock dividend, distribution or recapitalization, (vi) Additional Securities issued upon conversion or exchange of, or pursuant to payment-in-kind provisions of, securities outstanding as of the date thereof, the Preferred Shares or securities issued after the date hereof that were Excluded Securities or were Additional Securities subject to this Section 4.11, (vii) Additional Securities in a bona fide underwritten public offering (including a marketed “Rule 144A” offering of debt securities through one or more initial purchasers) and (viii) Additional Securities issued in connection with a strategic partnership or commercial arrangement, other than (x) with a private equity firm or similar financial institution or (y) an issuance whose primary purpose is the provision of financing. If the Purchaser elects to purchase the Additional Securities pursuant to this Section 4.11, the Purchaser shall make any filings required in connection with such participation under antitrust or other applicable law promptly following the delivery to the Company of the corresponding Participation Notice and shall use reasonable efforts to obtain applicable antitrust clearance and/or approval under antitrust or other applicable laws.

Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date, whenever If the Company or any of its Subsidiaries proposes to issue, directly or indirectly issue any new Capital Stock in connection with a Capital Raising Transaction (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an the “Additional InvestmentNew Shares”), unless prohibited by applicable law or the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if rules and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date regulations of the purchase agreement, investment agreement New York Stock Exchange or any other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute securities exchange on which the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirementsecurities are listed or trading, the Company shall notify the Purchaser reasonably use reasonable best efforts to provide a notice in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase writing (the “Participation Notice”) to the Shareholder at least seven (7) days prior to engaging in such Capital Raising Transaction and shall allow the Shareholder to participate in such offering based on its Pro Rata Portion of such New Shares on the same terms as such New Shares are to be offered in such offering (each such right, a “Participation Right”). Notwithstanding the foregoing, in the event ; provided that if the Company is seeking stockholder approval for any Third Party does not provide a Participation Notice at least seven (7) days prior to engaging in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securitiesa Capital Raising Transaction, then (i) the Company shall also seek stockholder approval in connection with provide the issuance Participation Notice to the Shareholder as soon as practicable thereafter, (ii) if the Participation Notice was provided to the Shareholder prior to the closing of the Additional Securities Capital Raising Transaction, the Company shall (A) use reasonable best efforts to enable the Shareholder to exercise its Participation Right in such Capital Raising Transaction or (B) if such Capital Raising Transaction has closed without the Shareholder’s participation therein, enable the Shareholder to receive substantially equivalent securities as were issued in such Capital Raising Transaction (which securities shall have no worse rights as to liquidation and dividends than the New Shares) (provided that, in each case, the Company shall not be required to delay closing of such Capital Raising Transaction) and (iii) if the Participation Notice was provided to the Purchaser.Shareholder after the closing of the Capital Raising Transaction, the Company shall enable the Shareholder to receive substantially equivalent securities as were issued in such Capital Raising Transaction (which securities shall have no worse rights as to liquidation and dividends than the New Shares) (in the case of sub-clauses (ii)(B) and (iii) above, the Participation Notice and Participation Right shall be deemed to refer and apply to such substantially equivalent securities rather than New Shares subject to the Capital Raising Transaction). Regardless of whether or not the Participation Notice was delivered prior to or after the closing of the Capital Raising Transaction as described in the Participation Notice, the Shareholder shall have seven (7) days from the date the Participation Notice was delivered to the Shareholder to deliver to the Company the Participation Acceptance Notice pursuant to Section 2.2(b) (such seven (7) day period during which the Shareholder has a Participation Right (including the right to receive substantially equivalent securities) is referred to as the “Participation Acceptance Period”); provided, however, that any acquisition or acquisitions of Capital Stock pursuant to the Participation Right shall not cause the Total Ownership Percentage of the Shareholder Group to exceed the Ownership Cap. A “

Participation Rights. The Company will not grant to any Person (aother than Siena, the Holders, any Affiliate thereof or any transferee of Registrable Securities under this ARTICLE VI) Until at any time on or after the earlier date of this Agreement the right (a "PARTICIPATION RIGHT") to request the Company to register any securities of the Company under the Securities Act by reason of the exercise by any holder of its rights under this ARTICLE VI unless such Participation Right provides that such securities shall not be registered and sold at the same time if the managing underwriter for the offering, including the Registrable Securities, believes that sale of such securities would adversely affect the amount of, or price at which, the respective Registrable Securities being registered under this ARTICLE VI can be sold. The Company agrees: (1) not to affect any public or private sale or distribution of its securities, including a sale pursuant to Regulation D under the Securities Act, during the 10-day period prior to, and during the 90-day period beginning on, the closing date of an underwritten offering made to pursuant to a registration statement filed pursuant to SECTION 6.02, and (2) to cause each holder (other than Siena, the Holders, any Affiliate thereof or any transferee of Registrable Securities under this ARTICLE VI) of its privately placed equity securities or convertible securities purchased from the Company at any time prior to, on or after the date of this Agreement to agree not to affect any public or private sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such underwritten registration, if permitted). Notwithstanding anything in this ARTICLE VI to the contrary, in no event shall this ARTICLE VI be construed as prohibiting, restricting or impairing the Company's ability to comply with the registration rights agreements or the registration rights in any Warrant it has: (i) such time as there is no SL Director serving on entered into prior to the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 Closing Date and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially disclosed on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the PurchaserDISCLOSURE SCHEDULE.

Participation Rights. (a) Until From the earlier of (i) such time as there date hereof until the date that is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of 24 months after the Closing Date, whenever Date (the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional InvestmentParticipation Period”), the Company will consult with Purchaser listed on Schedule 4.15 (the Purchaser reasonably “Lead Investor”) shall have the right to participate any unregistered private offerings (in advance reliance upon the exemption from securities registration afforded by Section 4(a)(2) of undertaking such issuance and, if and only if the Purchaser notifies Act) undertaken by the Company within five (5) Business Days following such consultation of its preliminary interest Common Stock or Common Stock Equivalents in receiving an offer to participate in such issuance a financing transaction (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an a “Offer NoticeSubsequent Financing”) at following the Closing Date in an amount up to its Pro Rata Portion, up to a cap of $50 million. At least ten (10) five Business Days prior to the proposed date execution of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security definitive documentation for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval RequirementSubsequent Financing, the Company shall deliver to the Lead Investor a written notice (“Pre-Notice”), which Pre-Notice shall notify the Purchaser reasonably Lead Investor that the Company would like to share with the Lead Investor certain information which may constitute material non-public information with regard to the Company and which shall ask the Lead Investor if it wants to review such information. The Lead Investor shall have the right, exercisable within two Business Days after its receipt of the Pre-Notice, to notify the Company whether it wishes to review such information. Upon the written request of the Lead Investor, and only upon a request by such Lead Investor, the Company shall promptly, but no later than one Business Day after receipt of such request, deliver a subsequent notice to the Lead Investor (a “Subsequent Financing Notice”), which Subsequent Financing Notice shall describe in advance reasonable detail the proposed terms of undertaking such issuanceSubsequent Financing. The Lead Investor shall notify the Company by 6:30 p.m. (New York City time) on the second Business Day after its receipt of the Subsequent Financing Notice of its willingness to participate in the Subsequent Financing on the terms described in the Subsequent Financing Notice. If the Lead Investor fails to timely notify the Company of its willingness to participate in the Subsequent Financing, the Company may effect such Subsequent Financing without the participation of the Lead Investor on substantially the terms set forth in the Subsequent Financing Notice; provided that the Company must provide the Lead Investor with a second Subsequent Financing Notice, and the Company Lead Investor will consider again have the participation right set forth above in good faith any proposed revisions made by this Section 4.15, if the Purchaser Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on substantially the terms set forth in such Subsequent Financing Notice within 60 Business Days after the date of the proposed Additional Investment initial Subsequent Financing Notice; provided further, that (i) would if the only be applicable material change in terms on such second Subsequent Financing Notice relates to the Purchasernumber of shares to be sold or the price at which such shares are to be sold, then the Lead Investor shall notify the Company by 6:30 p.m. (iiNew York City time) would not result on the first Business Day after its receipt of such second Subsequent Financing Notice of its willingness to participate in the Company needing to obtain stockholder approval Subsequent Financing on the revised terms described in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Subsequent Financing Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, this Section 4.15 shall not apply in respect of the event that issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company is seeking stockholder approval pursuant to any stock or option plan (or a bona fide inducement grant to new employees outside of any such plan) duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any Third Party convertible securities or warrants issued and outstanding on or after the date of or pursuant to this Agreement or any options held by current or former employees or consultants of the Company, (c) shares of Common Stock or securities convertible into Common Stock issued in connection with the Additional Investment acquisitions, asset purchases, licenses, joint ventures, technology license agreements, collaborations or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then strategic transactions involving the Company shall also seek stockholder approval and other entities approved by the Board of Directors, or (d) securities issued to financial institutions or lessors in connection with the issuance of the Additional Securities credit or lending arrangements, equipment financings or lease arrangements. Notwithstanding anything to the Purchasercontrary herein, this Section 4.15 shall not require the Company to take any action that would require shareholder approval under applicable stock exchange rules or result in a violation of law or stock exchange rule or regulation.

Participation Rights. If the LICENSEE proposes to sell any equity securities or securities that are convertible into equity securities of the LICENSEE (acollectively, “Equity Securities”) Until in a financing, then the earlier REGENTS and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the greater of (i) 5% of the securities issued in such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 offering and (ii) the eighteen (18) month anniversary REGENTS’s then current, fully-diluted percentage ownership of the Closing DateLICENSEE, whenever in each case on the Company or any of its Subsidiaries proposes same terms and conditions as are offered with respect to issue, directly or indirectly (including, through any underwriters) any Additional such Equity Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate sold in such issuance (which indication shall not be binding upon the Purchaser), the Company financing. LICENSEE will provide 30 days advanced written notice of each such proposed issuance financing, including reasonable detail regarding the number of Equity Securities to the Purchaser be offered (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date or aggregate value of the purchase agreementoffering in the case of an offering of securities convertible into equity securities), investment agreement or other agreement price, terms and purchasers in the financing (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that Notice will be delivered to the extent the issuance of Additional Securities to the Purchaser would result REGENTS in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to accordance with the terms of the proposed Additional Investment that Stock Issuance Agreement; provided, a copy of any such Notice, which shall not constitute notice, sent via email to: xxxxxxx@xxxxxxxx.xxx and XX-XxxxxxXxxxxx@xxxx.xxx. Further, upon request of the REGENTS, the LICENSEE will also provide (i) would only be applicable to the Purchasera pre- and post-financing (projected) capitalization table, (ii) would investor presentation (if available), (iii) an introduction to the lead investor in such financing for the purpose of discussing the lead investor’s due diligence process, and (iv) such other documents and information as the REGENTSmay reasonably request for the purpose of making an investment decision or verifying the amount of equity securities it is entitled to purchase in such financing. The term “Assignee” means (a) any entity to which the REGENTS’s participation rights under this Paragraph have been or are assigned either by the REGENTS or another entity, or (b) an entity with a campus affiliation, meaning a venture capital or similar fund now or hereafter existing that has signed an affiliation agreement with UC Berkeley including, without limitation, existing campus-facing shared carry funds or (c) any entity that is controlled by the REGENTS. If REGENTS and/or its Assignee has not result given notice to the LICENSEE of its non-binding intent to participate within 30 days of receipt of such LICENSEE Notice (which such 30 day period (i) starts upon REGENTS’s receipt of all reasonable detail regarding the terms and purchasers in the Company needing financing and (ii) may be extended with the mutual agreement of the LICENSEE and REGENTS (or its Assignee to obtain stockholder approval the extent of any assigned participation rights)), then the participation rights shall be deemed to have been waived solely in connection with the Additional Investment Equity Securities as a result described in the Notice for that round of financing. If (i) the terms set forth in the Notice materially change, (ii) the LICENSEE does not enter into an agreement for the sale of securities on the offering terms provided to the REGENTS in the Notice within 90 days of the issuance earlier of Additional the date the REGENTS and/or its Assignee(s), as the case may be, notifies, or is deemed to have notified, the LICENSEE of its intent to participate or not participate in such offering, the right provided hereunder shall be deemed to be revived and such Equity Securities shall not be offered unless first reoffered to the Purchaser and REGENTS in accordance with this provision. The Participation Rights described herein shall not be applicable to any equity securities issued (i) pursuant to any stock option or other equity incentive plan, (ii) upon exercise of equity securities issued pursuant to any stock option or other equity incentive plan, (iii) issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, without regard to whether such equity securities were issued prior to or are not, in the aggregate, materially adverse issued concurrently with or subsequent to the terms Effective Date, and (iv) issued upon conversion of convertible securities (including SAFEs) outstanding as of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the PurchaserEffective Date.

Participation Rights. (a) Until So long as at least ten percent of the earlier aggregate principal amount of the Convertible Notes outstanding at the Closing remain outstanding, the Company hereby grants to each Noteholder the right to invest in any Equity Financing an amount equal to that required to maintain its pro rata equity ownership based on the number of shares into which such Noteholder' s Convertible Notes are then convertible into on the same terms and conditions as the other investors in the Equity Financing, except the Noteholder may pay for the securities by exchanging that portion of the Noteholder' s Convertible Note(s). The rights set forth in this Section 5.5 are subject to pro ration among the Noteholders based on the principal amounts of their Convertible Notes outstanding if the Equity Financing is too small to accommodate all investments that the Noteholders have elected to make pursuant to this Section 5.5 and subject to any preemptive rights or rights of first refusal held by the holders of the Series A Preferred Stock and Senior Debt. The Company shall provide each Noteholder with not less than ten business days' advance notice of any Equity Financing, which notice shall include the terms of the Equity Financing in sufficient detail to permit each Noteholder to make an informed investment decision whether or not to participate. For purposes of this Agreement, "Equity Financing" means a financing of the Company in which capital stock, securities convertible or exercisable into the Company' s capital stock, debt convertible into such capital stock, or debt with options or warrants exercisable into such capital stock are offered; however, an Equity Financing shall exclude (i) such time as there is no SL Director serving on the grant of options, warrants or other rights to purchase shares of Common Stock issued pursuant to a stock option or equity incentive plan approved by the Company' s Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and issuance of Common Stock upon exercise thereof, (ii) the eighteen (18) month anniversary issuance of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding Common Stock upon the Purchaser)conversion or exercise of Convertible Notes and Warrants, the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”iii) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval RequirementCommon Stock upon any conversions of Series A Preferred Stock, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes (iv) the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval securities in connection with a business acquisition of or by the Additional Investment as Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, or in connection with any other strategic transaction, or any financing or leasing transaction or a result consulting relationship, (v) securities offered pursuant to any employee benefit plan approved by the Board of Directors, and (vi) the issuance of Additional Securities securities in one or more related transactions for gross proceeds to the Purchaser and (iii) are not, Company of less than $5,000,000 in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.

Participation Rights. Each Investor shall have a participation right to purchase its pro rata share of all Securities (aas hereinafter defined) Until that the earlier of (i) such Company may, from time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee time, propose to sell or issue pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company 6.2 or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval Section 7.1 hereof in connection with the Additional Investment Company's right to purchase shares of Womex.xxx Xxxworks LLC (the "LLC") (as defined in the Liability Company Agreement of Womex.xxx Xxxworks LLC by and between Womex.xxx Xxxworks and Hearst HomeArts, Inc. dated January 27, 1999 (the "LLC AGREEMENT") attached hereto as EXHIBIT B and for purposes of this Agreement the "SHARES," as defined in such LLC Agreement, shall be hereinafter defined as the "LLC SHARES") (individually, a result "PARTICIPATION RIGHT" and collectively, the "PARTICIPATION RIGHTS"). Each Investor's pro rata share, for purposes of these Participation Rights and the Capital Call (as defined below), shall be equal to the ratio of the number of Shares (including all shares of common stock issued or issuable upon conversion of the Shares) which such Investor is deemed to hold immediately prior to the issuance of Additional such Securities to the Purchaser total number of Shares (including all shares of common stock issued or issuable upon conversion of the Shares) held by all Investors. The Investors herein agree to vote their Shares (including all shares of common stock issued upon conversion of the Shares) to approve the issuance of the Securities and (iii) are notto approve all amendments to existing agreements and agreements required to effectuate such issuance, in the aggregateincluding, materially adverse but not limited to, approving an amendment to the terms Company's Amended and Restated Articles of Incorporation in order to authorize such Securities. The term "SECURITIES" for purposes of this Agreement shall mean the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event preferred security that the Company is seeking stockholder approval for any Third Party will propose to sell in connection with the Additional Investment or for any other matter that may be needed to consummate purchase of the proposed issuance of Additional Securities, then LLC Shares at such time as the Company shall also seek stockholder approval receives a Participation Notice (as hereinafter defined in connection with Section 6.2 hereof) or receives notice of a Capital Call from the issuance Management Committee of the Additional Securities to the PurchaserLLC.

Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing DateThe Company shall, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days days prior to any issuance by the Company of any of its securities other than Excluded Stock to any party, give written notice of such issuance to each holder of Registrable Shares (the "OFFEREES"). The Company's written notice to the Offerees shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each holder of the Registrable Shares shall have the right, for a period of twenty (20) days from such notice, to purchase, at the same price and on the same terms and conditions, that number of additional securities of the Company as would be necessary to preserve such holder's percentage interest in the equity of the Company on a fully diluted, as converted basis, as of the time immediately prior to such issuance. Each Offeree may accept the Company's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the proposed expiration of the aforesaid twenty (20) day period, in which event the Company shall promptly sell and such Offeree shall buy, upon the terms specified, the number of securities agreed to be purchased by such Offeree. The Company shall be free at any time after the end of the aforesaid twenty (20) day period and prior to ninety (90) days after the date of its notice of offer to the Offerees, to offer and sell to any third party or parties the number of such securities not agreed by the Offerees to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Offerees. However, if such third party sale or sales are not consummated within such ninety (90) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 3.1. The obligations of the Company under this Section 3.1 shall terminate upon the completion of a Qualified Public Offering. Notwithstanding anything contained in this Agreement to the contrary, the written notice of an offer to purchase newly issued shares to which a participation right applies (as provided in the preceding paragraph) need not be given prior to the purchase agreementby the party intending to purchase the newly issued shares, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for provided such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for is sent within five (5) Business Days following days thereafter and remains open for a twenty (20) day period from the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuancereceipt thereof, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event further provided that the Company is seeking stockholder approval for any Third Party in connection with has set aside a number of shares sufficient to satisfy the Additional Investment or for any other matter that may be needed to consummate the proposed issuance obligations of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities pursuant to the Purchaserthis section.

Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director serving on Purchaser ceases to meet the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing DateMinimum Ownership Threshold, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) issue any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) 5 Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the proposed closing date and other material terms and conditions of such Additional Investment, including which may include a bona fide minimum and maximum amount of the Additional Investment and the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment Securities to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) 5 Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all its Pro Rata Share of Additional Securities, on the same terms and at the same price as such Additional Securities on the terms proposed; provided that are sold to the extent the issuance of Additional Securities to the Purchaser would result other investors in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Securities in the Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase purchase, not to exceed the Purchaser’s Pro Rata Share of such Additional Investment (the “Participation Notice”). Notwithstanding “Pro Rata Share” means, with respect to the foregoingPurchaser, the quotient of the number of Class A Shares Beneficially Owned by the Purchaser on the date of an Offer Notice divided by the number of all outstanding Class A Shares on the date of such Offer Notice, assuming exercise, conversion or exchange of all outstanding securities (including the Preferred Shares, the Alternative Preference Shares and the Class B Shares) that are exercisable, convertible or exchangeable for or into Class A Shares (other than securities exercisable, convertible or exchangeable for or into Class A Shares that are issued or granted under the Company’s employee or director employment, compensation, incentive and/or benefit plans, programs, policies, agreements or other similar arrangements), without regard to any limitation or restriction on exercise, conversion or exchange. If the Purchaser does not deliver a Participation Notice during the Participation Notice Period (or if, prior to the expiration of the Participation Notice Period, the Purchaser delivers to the Company a written notice declining to participate in the event that Additional Investment specified in the Offer Notice), the Purchaser shall be deemed to have waived its right to participate in such Additional Investment under this Section 4.11 and the Company is seeking stockholder shall thereafter be free to issue during the 60 Business Day period following the expiration of the Participation Notice Period (or the receipt by the Company of a written notice from the Purchaser declining to participate in such Additional Investment) such proposed Additional Investment to one or more third parties on terms and conditions no more favorable to any such third party than those set forth in the Offer Notice, unless otherwise agreed by the Purchaser and the Company. Any obligation of the Company and the Purchaser to participate in any Additional Investment shall in all cases be conditioned on (i) applicable antitrust clearance or approval under antitrust or other applicable law and (ii) satisfaction of all other legal requirements, with the closing date for such purchase of Additional Securities by the Purchaser not to occur until at least 5 Business Days after the Purchaser’s receipt of such clearance or approval and satisfaction of such other legal requirements, unless otherwise agreed by the Purchaser and the Company, each acting reasonably. Notwithstanding anything herein to the contrary, the Purchaser shall not have the right to make any Third Party Additional Investment to the extent that consummation of such Additional Investment would violate the rules of NASDAQ or such other stock exchange on which the Company Common Shares are then listed. The issuance of “Additional Securities” means the issuance of any common shares or preference shares of the Company. The issuance of “Excluded Securities” means any issuance of (i) Additional Securities as initial and/or deferred consideration to the selling Persons in an acquisition by the Company or its Subsidiaries, (ii) Additional Securities issued to the Company or its Subsidiaries, (iii) Additional Securities to a third-party financial institution in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then a bona fide borrowing by the Company shall also seek stockholder approval in connection with the issuance of the or its Subsidiaries, (iv) Additional Securities to the PurchaserCompany’s directors, employees, advisors or consultants (including as a result of the exercise of any option to subscribe for, purchase or otherwise acquire Class A Shares or upon the vesting or delivery of any award of restricted stock units (including performance-based restricted stock units)), (v) Additional Securities in connection with any stock split, stock combination, stock dividend, distribution or recapitalization, (vi) Additional Securities issued upon conversion or exchange of, or pursuant to payment-in-kind provisions of, securities outstanding as of the date thereof, the Preferred Shares or securities issued after the date hereof that were Excluded Securities or were Additional Securities subject to this Section 4.11, (vii) Additional Securities in a bona fide underwritten public offering (including a marketed “Rule 144A” offering of debt securities through one or more initial purchasers) and (viii) Additional Securities issued in connection with a strategic partnership or commercial arrangement, in each case entered into primarily to enhance the competitiveness of the Company’s products, services, operations, processes, or sourcing, other than (x) with a private equity firm or similar financial institution or (y) an issuance whose primary purpose is the provision of financing. If the Purchaser elects to purchase the Additional Securities pursuant to this Section 4.11, the Purchaser shall make any filings required in connection with such participation under antitrust or other applicable law promptly following the delivery to the Company of the corresponding Participation Notice and shall use reasonable efforts to obtain applicable antitrust clearance and/or approval under antitrust or other applicable laws.

Participation Rights. (a) Until a)During the earlier of (i) such time as there is no SL Director serving period beginning on the Board of Directors September 14, 2020 and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Dateending on September 14, 2021, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (includingindirectly, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the SLA Purchaser reasonably in advance of undertaking such issuance and, if and only if the SLA Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the SLA Purchaser), the Company will provide written notice of such proposed issuance to the SLA Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to the SLA Purchaser to issue a portion of such additional securities (the “Offered Additional Investment”) equal to the product of (i) the number of shares of Company Common Stock to be issued in the Additional Investment to (calculated on an as-converted basis, if applicable), multiplied by (ii) the Purchaser Participation Percentage, substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the SLA Purchaser (the “Participation Notice Period”). The SLA Purchaser may elect to purchase up to all of the Offered Additional Securities Investment on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the SLA Purchaser elects to purchase all or a portion of such Offered Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.​

Participation Rights. (a) Until For 24 months from the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary date that shares of the Closing Series E were first issued to a Holder (the “Initial Issuance Date”), whenever upon any issuance by the Company Corporation or any of its Subsidiaries proposes subsidiaries of Common Stock or securities which would entitle the holder thereof to issueacquire Common Stock at any time, directly or indirectly (including, through without limitation, any underwriters) debt, preferred stock, right, option, warrant or other instrument that is at any Additional Securities that are not Excluded Securities time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (such proposed issuance“Common Stock Equivalents”), an for cash consideration, indebtedness or a combination of the foregoing (a “Additional InvestmentSubsequent Financing”), the Company will consult with Holders on a pro rata basis based on the Purchaser reasonably in advance number of undertaking such issuance and, if and only if shares of Series E held by them shall have the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer right to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities Subsequent Financing equal to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms 40% of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least 10 Trading Days (as defined in Section 8) prior to the closing of the Subsequent Financing, the Corporation shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Notwithstanding Upon the foregoingrequest of a Holder, and only upon a request by such Holder, for a Subsequent Financing Notice, the Corporation shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to such Holder. The Subsequent Financing Notice shall describe in reasonable detail the event that proposed terms of such Subsequent Financing, the Company amount of proceeds intended to be raised thereunder and the nature of the person or persons through or with whom such Subsequent Financing is seeking stockholder approval for any Third Party in connection proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. At least two Trading Days prior to sending the Pre-Notices, the Corporation shall provide the Holders with the Additional Investment consent attached as Exhibit A (the “Consent”). No Pre-Notices or for Subsequent Financing Notices will be sent to any other matter that may be needed Holders who do not return to consummate the proposed issuance of Additional Securities, then Corporation executed Consents prior to the Company shall also seek stockholder approval in connection with the issuance distribution of the Additional Securities to the PurchaserPre-Notices.