Extract to table

Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the Purchase Agreement or the Investors' Rights Agreement, as applicable

In the event that a capitalized term is defined in both the Purchase Agreement and the Investors' Rights Agreement, the definition set forth in the Purchase Agreement shall control unless the context clearly requires otherwise

For purposes of this Side Letter, (i) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (ii) the word "or" is not exclusive, (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Side Letter as a whole, and (iv) words denoting the singular shall include the plural and vice versa

For the avoidance of doubt, the exceptions set forth in clauses (a) and (b) above shall be narrowly construed, and any ambiguity as to whether a particular right falls within an exception shall be resolved in favor of the Investor's entitlement to elect to adopt such right pursuant to Section 2

The Investor shall have ten (10) business days from the date of its receipt of the Financing Notice to deliver written notice to the Company of its election to participate in the Qualified Financing (the "Co-Investment Election Notice"), specifying the amount of its desired investment, which amount shall not exceed the Co-Investment Cap of One Million Five Hundred Thousand Dollars ($1,500,000)

If the Investor fails to deliver a Co-Investment Election Notice within such ten (10) business day period, the Investor shall be deemed to have irrevocably waived its co-investment right with respect to such Qualified Financing