Common use of RIGHT TO INVEST Clause in Contracts

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

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

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

RIGHT TO INVEST. In connection with any up to three (3) Qualified Financings consummated after the Closing Date, Designated Holders Lenders or their respective assignees or nominees shall have the right, in their respective discretion, its discretion to participate in any one or more of such Qualified FinancingsFinancing, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders the Lenders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPOunderwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders the Lenders or their respective assignees or nominees an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwritersoffering), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the minimum aggregate investment by Lenders and their respective assignees or nominees for each Qualified Financing shall be $1,500,000 and that the maximum aggregate investment amount by Designated Holders Lenders and their respective assignees or nominees for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder Lender desires to exercise its right to participate in such Qualified Financing, such Designated Holder Lender shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. In the event that any such notice contains confidential information, Borrower Representative agrees to maintain the confidentiality of such information and not to use such information for any purposes other than to evaluate its participation in any Qualified Financing. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders Lenders and their respective assignees or nominees hereunder against impairment."

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

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

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

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

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