Common use of Additional Parties Clause in Contracts

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything Section 5.7 no consent shall be necessary to add additional Investors as signatories to this Agreement, provided that such Investors have purchased Series D Preferred Stock pursuant to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereofSeries D Agreement, as a condition may be amended from time to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party to this Agreement by executing time, and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) have signed a counterpart signature page hereto agreeing hereto. Schedule A to be bound by and subject to the terms of this Agreement as an Investor hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreementupdated without any action of the Investors to reflect such additional Investors. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series D Preferred Stock described in Subsection 6.1(aSection 5.10(a) above), following which such Person shall would hold Shares constituting one percent (1%) representing [***] or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of all then outstanding options, warrants or convertible securities, securities (whether or not then exercisable or convertible) as if exercised and/or converted or exchangedoutstanding), then, then (i) the Company shall cause such Person, as a condition precedent to entering into the issuance of such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, adoption agreement agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person Person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 5.7, no consent shall be necessary to add such Person as a signatory to this Agreement.

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, then as a condition to the issuance of such shares the Company shall require that any such purchaser of shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor a Rights Holder and Stockholder hereunder. In either event, each such person Person shall thereafter shall be deemed an Investor a Rights Holder and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(a) above), following which such Person shall hold Shares constituting one five percent (15%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, subject to applicable law, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person Person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or Series B Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Series A Preferred Stock or Series B Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection Section 6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series B Preferred Stock after the date hereof, as a condition whether pursuant to the issuance Purchase Agreement or otherwise, any purchaser of such shares the Company shall require that any purchaser of shares of Series B Preferred Stock may become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a an additional counterpart signature page hereto agreeing to be bound by this Agreement, and subject to the terms of this Agreement as an Investor hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder “Investor” for all purposes under hereunder. No action or consent by the Investors shall be required for such joinder to this AgreementAgreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(a9.9(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything Section 12.5, no consent shall be necessary to the contrary contained herein, if the Company issues add additional shares of Preferred Stock after the date hereof, Investors as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party signatories to this Agreement by executing Agreement, provided that such Investors have executed and delivering (i) the delivered either an Adoption Agreement attached pursuant to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto Section 12.8 agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(a) above)person, following which such Person shall person would hold Shares constituting representing one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of all then outstanding options, warrants or convertible securities, securities (whether or not then exercisable or convertible) as if exercised and/or converted or exchangedoutstanding), then, then (i) the Company shall cause such Personperson, as a condition precedent to entering into the issuance of such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Common Holder and Stockholder hereunder and thereafter such person shall be deemed a Common Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 12.5, no consent shall be necessary to add such person as a signatory to this Agreement.

Additional Parties. (a) Notwithstanding anything Section 11.5, no consent shall be necessary to the contrary contained herein, if the Company issues add additional shares of Preferred Stock after the date hereof, Investors as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party signatories to this Agreement by executing and delivering Agreement, provided that such Investors have (i) purchased Series A Preferred Stock pursuant to the subsequent closing provisions of Section 1.3 of the Purchase Agreement and (ii) executed and delivered either (A) an Adoption Agreement substantially in the form attached to this Agreement hereto as Exhibit A, A or (iiB) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person person to issue shares of capital stock to such Person person (other than to a purchaser of Series A Preferred Stock described in Subsection 6.1(aSection 11.9(a) above), following which such Person shall person would hold Shares constituting representing one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of all then outstanding options, warrants or convertible securities, securities (whether or not then exercisable or convertible) as if exercised and/or converted or exchangedoutstanding), then, then (i) the Company shall cause such Personperson, as a condition precedent to entering into the issuance of such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 11.5, no consent shall be necessary to add such person as a signatory to this Agreement.

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(aSection 8.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Class A Voting Common Stock and/or Class B Non-Voting Common Stock (as defined in the Restated Certificate) issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything Section 10.5, no consent shall be necessary to the contrary contained herein, if the Company issues add additional shares of Preferred Stock after the date hereof, Investors as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party signatories to this Agreement by executing and delivering Agreement, provided that such Investors have (i) purchased Series A-1 Stock pursuant to the subsequent closing provisions of Section 2.1 of the Purchase Agreement and (ii) executed and delivered either (A) an Adoption Agreement substantially in the form attached to this Agreement hereto as Exhibit A, A or (iiB) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person person to issue shares of capital stock to such Person person (other than to a purchaser of Preferred Series A-1 Stock described in Subsection 6.1(aSection 10.9(a) above), following which such Person shall hold Shares constituting one percent then (1%i) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Personperson, as a condition precedent to entering into the issuance of such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 10.5, no consent shall be necessary to add such person as a signatory to this Agreement.

Additional Parties. (a) Notwithstanding anything Subsection 11.5, no consent shall be necessary to the contrary contained herein, if the Company issues add additional shares of Preferred Stock after the date hereof, Investors as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party signatories to this Agreement by executing and delivering Agreement, provided that such Investors have (i) purchased Preferred Stock pursuant to the subsequent closing provisions of Subsection 1.3 of the Purchase Agreement and (ii) executed and delivered either (A) an Adoption Agreement substantially in the form attached to this Agreement hereto as Exhibit A, A or (iiB) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor a Shareholder hereunder. In either event, each such person shall Person thereafter shall be deemed an Investor and Stockholder Shareholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(a11.9(a) above), following which such Person shall would hold Shares constituting representing one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of all then outstanding options, warrants or convertible securities, securities (whether or not then exercisable or convertible) as if exercised and/or converted or exchangedoutstanding), then, then (i) the Company shall cause such Person, as a condition precedent to entering into the issuance of such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder Key Holder and Shareholder hereunder and thereafter such person Person shall be deemed a Stockholder Key Holder and Shareholder for all purposes under this Agreement and (ii) notwithstanding Subsection 10.5, no consent shall be necessary to add such Person as a signatory to this Agreement.

Additional Parties. (a) Notwithstanding anything Section 5.7 no consent shall be necessary to add additional Investors as signatories to this Agreement, provided that such Investors have purchased Series C Preferred Stock pursuant to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereofSeries C Agreement, as a condition may be amended from time to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party to this Agreement by executing time, and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) have signed a counterpart signature page hereto agreeing hereto. Schedule A to be bound by and subject to the terms of this Agreement as an Investor hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreementupdated without any action of the Investors to reflect such additional Investors. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series C Preferred Stock described in Subsection 6.1(aSection 5.10(a) above), following which such Person shall would hold Shares constituting one percent (1%) representing [***] or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of all then outstanding options, warrants or convertible securities, securities (whether or not then exercisable or convertible) as if exercised and/or converted or exchangedoutstanding), then, then (i) the Company shall cause such Person, as a condition precedent to entering into the issuance of such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, adoption agreement agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person Person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 5.7, no consent shall be necessary to add such Person as a signatory to this Agreement.

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(aSection 7.1 (a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, A. agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection Section 6.1(a) above), following which such Person person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, then the Company shall cause such Personperson, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(aSection 19.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Notwithstanding anything Section 10.5, no consent shall be necessary to the contrary contained herein, if the Company issues add additional shares of Preferred Stock after the date hereof, Investors as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Preferred Stock become a party signatories to this Agreement by executing and delivering Agreement, provided that such Investors have (i) purchased Series A-1 Stock pursuant to the subsequent closing provisions of Section 2.1 of the Purchase Agreement and (ii) executed and delivered either (A) an Adoption Agreement substantially in the form attached to this Agreement hereto as Exhibit A, A or (iiB) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person person to issue shares of voting capital stock to such Person person (other than to a purchaser of Preferred Series A-1 Stock described in Subsection 6.1(aSection 10.9(a) above), following which such Person shall hold Shares constituting one percent then (1%i) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Personperson, as a condition precedent to entering into the issuance of such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 10.5, no consent shall be necessary to add such person as a signatory to this Agreement.