Common use of Directed IPO Shares Clause in Contracts

Directed IPO Shares. In the event of an IPO, the Company will use its reasonable best efforts to cause the managing underwriter(s) of such IPO to designate a number of shares equal to ten percent (10%) of the Company’s shares of Common Stock to be offered in such IPO for sale under a “directed shares program” and shall instruct such underwriter(s) to allocate no less than fifty percent (50%) of such directed shares program to be sold to persons or entities designated by the Investor, pro rata on the basis of the number of shares held by each such holder. The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” The Investors acknowledge that, despite the Company’s use of its reasonable best efforts, the underwriter(s) may determine in their sole discretion that it is not advisable to designate all such shares as directed shares in the IPO, in which case the number of designated shares may be reduced or no directed shares may be designated, as applicable. The Investors also acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to any person or entity pursuant to this Agreement will only be made in compliance with Rule 2110 of the National Association of Securities Dealers, Inc. Conduct Rules, IM-21 10-1 and federal, state and local laws, rules and regulations.

Directed IPO Shares. In the event of If an IPOIPO is undertaken, the Company will use its commercially reasonable best efforts to cause the managing underwriter(s) of such the IPO to designate a number of shares equal to ten twenty percent (1020%) of the Company’s shares of Common Stock to be offered in such the IPO for sale under a “directed shares program,” and shall instruct such underwriter(s) to allocate no less than fifty eighty percent (5080%) of such directed shares program to be sold to persons or entities Persons designated by the Investor, Major Investors pro rata on the basis of the number of shares held by each such holderof the Major Investors (on an as-converted basis). The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” The Major Investors acknowledge that, despite the Company’s use of its commercially reasonable best efforts, the underwriter(s) may determine in their sole discretion that it is not advisable to designate all such shares as directed shares in the IPO, in which case the number of designated directed shares may be reduced or no directed shares may be designated, as applicable. The Major Investors also acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to any person or entity Person pursuant to this Agreement will only be made in compliance with Rule 2110 of the National Association of Securities Dealers, Inc. Conduct Rules, IM-21 10-1 FINRA Rules 2010 and 5130 and federal, state state, and local laws, rules rules, and regulations, and only if the IPO is consummated after one (1) year from the date hereof.

Directed IPO Shares. In the event of an IPO, the Company will use its reasonable best efforts to cause the managing underwriter(s) of such IPO to designate a number of shares equal to ten percent (10%) of the Company’s shares of Common Stock to be offered in such IPO for sale under a “directed shares program” and shall instruct such underwriter(s) to allocate no less than fifty percent (50%) of such directed shares program to be sold to persons or entities Persons designated by the Investor, pro rata on the basis Investors holding a majority of the number of shares Shares held by each such holderall of the Investors. The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” The Investors acknowledge that, despite the Company’s use of its reasonable best efforts, the underwriter(s) may determine in their sole discretion that it is not advisable to designate all such shares as directed shares in the IPO, in which case the number of designated shares may be reduced or no directed shares may be designated, as applicable. The Investors also acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to any person or entity Person pursuant to this Agreement will only be made in compliance with Rule Rules 2110 and 2790 of the National Association of Securities Dealers, Inc. Conduct Rules, IM-21 10IM-2110-1 and federal, state and local laws, rules and regulationsregulations and only if the IPO is consummated after one year from the date hereof.