Common use of Bring Along Clause in Contracts

Bring Along. (A) At any time, prior to a Qualified IPO, if any person or entity (which is not an affiliate of any holder of Preferred Stock (for the purpose of this Article VIII, the “Offeror”) makes a detailed offer to purchase all of the Company’s issued and outstanding capital stock (the “Purchase Offer”), and (i) a majority of the Board of Directors approves the Purchase Offer and (ii) stockholders holding at least sixty six percent (66%) of the issued and outstanding Preferred Stock of the Company voting as a single class on an as converted basis (the “Forced Sale Majority”) wish to accept the Purchase Offer, then, at the closing of the Purchase Offer, all of the remaining stockholders of the Company’s issued capital stock (the “Minority”) shall sell all of their shares in the Company on the same terms and conditions (subject however to and without derogating from the liquidation preference provisions described in Section 1V(2) above, as shall be amended from time to time, which shall apply to a sale under this Article VIII). The proceeds of any such Purchase Offer shall be distributed in accordance with the provisions of Section TV(2) above, as shall be amended from time to time.

Bring Along. (Ai) At any time, prior to a Qualified IPOIPO (as such term is defined in the Investors’ Rights Agreement), if any person or entity (which is not an affiliate of any holder of Preferred Stock (for the purpose of this Article VIIISection 2, the “Offeror”) makes a detailed offer to purchase all of the Company’s issued and outstanding capital stock (the “Purchase Offer”), and (i) a majority of the Board of Directors approves the Purchase Offer and (ii) stockholders holding at least sixty six percent (66%) of the issued and outstanding Preferred Stock of the Company voting as a single class on an as converted basis (the “Forced Sale Majority”) wish to accept the Purchase Offer, then, at the closing of the Purchase Offer, all of the remaining stockholders of the Company’s issued capital stock (the “Minority”) shall sell all of their shares in the Company on the same terms and conditions (subject however to and without derogating from the liquidation preference provisions described in Section 1V(2Article IV(2) aboveof the Company’s Amended and Restated Certificate of Incorporation, as shall be amended from time to time, which shall apply to a sale under this Article VIIISection 2). The proceeds of any such Purchase Offer shall be distributed in accordance with the provisions of Section TV(2Article IV(2) aboveof the Amended and Restated Certificate of Incorporation, as shall be amended from time to time.

Bring Along. (A) At any time, prior to a Qualified IPO, if any person or entity (which is not an affiliate of any holder of Preferred Stock (for the purpose of this Article VIII, the “Offeror”) makes a detailed offer to purchase all of the Company’s issued and outstanding capital stock (the “Purchase Offer”), and (i) a majority of the Board of Directors approves the Purchase Offer and (ii) stockholders holding at least sixty six percent (66%) of the issued and outstanding Preferred Stock of the Company voting • as a single class on an as converted basis (the “Forced Sale Majority”) wish to accept the Purchase Offer, then, at the closing of the Purchase Offer, all of the remaining stockholders of the Company’s issued capital stock (the “Minority”) shall sell all of their shares in the Company on the same terms and conditions (subject however to and without derogating from the liquidation preference provisions described in Section 1V(2IV(2) above, as shall be amended from time to time, which shall apply to a sale under this Article VIII). The proceeds of any such Purchase Offer shall be distributed in accordance with the provisions of Section TV(2IV(2) above, as shall be amended from time to time.