Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or, as applicable, the Investors' Rights Agreement (each as defined below)

The Management Rights granted herein are intended to be, and shall be construed as, contractual rights of the Investor that are legally enforceable against the Company in accordance with their terms

The Company shall use commercially reasonable efforts to respond to any consultation request from the Investor within five (5) business days of receipt thereof

The Company acknowledges and agrees that the Investor's right to consult on the foregoing matters includes the right to offer advice, make recommendations, and express views to the Company's management and Board of Directors, and that the Company's management shall give due consideration to any such advice, recommendations, or views offered by the Investor

2 shall require the Company to follow or implement any particular recommendation or advice offered by the Investor, provided that the Company shall not unreasonably refuse to engage in consultation as contemplated hereby

The Management Rights granted herein shall not be diminished or affected by the Investor's exercise or non-exercise of its board designation right or any other rights under the Transaction Agreements, and the Investor's board designation right shall not be diminished or affected by the Investor's exercise or non-exercise of the Management Rights granted herein