Common use of Exceptions to Drag Along Right Clause in Contracts

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will not be required to comply with Section 3.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such Holder, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the Holder Shares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (c) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (e) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Preferred Stock will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Shareholder need not be required to comply with Section 3.5 5.01 above in connection with any proposed Liquidation Sale Event of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Shareholder solely as a Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Shareholder holds all right, title and interest in and to the Holder Shares such Holder the Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Shareholder have been duly executed by the Holder Shareholder and delivered to the acquirer and are enforceable against the Holder Shareholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderShareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Shareholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any Shareholder of any identical representations, warranties and covenants provided by all Shareholders); (c) the liability for indemnification, if any, of the Shareholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Shareholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder Shareholder of any of identical representations, warranties warranties, and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersShareholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Shareholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Shareholder's applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated CertificateShareholder) of a negotiated aggregate indemnification amount that applies equally to all Holders Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Shareholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Shareholder, the liability for which need not be limited as to such Holderthe Shareholder; and (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s capital stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Preferred Stock will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 above in connection with any proposed Liquidation Event Sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorizedautho- rized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transactiontransac- tion, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants pro- vided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Series CF Common Class B Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Stockholder's applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds ex- ceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Series CF Com- mon Class B Stock elect otherwise, (ii) each holder of FlashSeed Preferred a series of Series CF Common Class B Stock will receive the same amount of consideration per share of FlashSeed Preferred such series of Series CF Common Class B Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Series CF Common Class B Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming as- suming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance accor- dance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 above in connection with any proposed Liquidation Event Sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series Seed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Stockholder's applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Series Seed Preferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Series Seed Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series Seed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series Seed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder no Investor will not be required to comply with Section 3.5 4(e)(i) in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (aA) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Flash CF Preferred Original Issue Price (calculated on a per Share basis) or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares;of (bB) any representations and warranties to be made by such Holder Investor in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderInvestor, including but not limited to including, without limitation, representations and warranties that (iI) the Holder such Investor holds all right, title and interest in and to the Holder Shares such Holder Investor purports to hold, free and clear of all liens and encumbrances, (iiII) the obligations of the Holder such Investor in connection with the transaction Proposed Sale have been duly authorized, if applicable, (iiiIII) the documents to be entered into by the Holder such Investor have been duly executed by the Holder such Investor and delivered to the acquirer and are enforceable against the Holder such Investor in accordance with their respective terms and (ivIV) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holdersuch Investor’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (cC) the Holder such Investor shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (dD) the liability for indemnification, if any, of such Holder Investor in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference preferences of the FlashSeed Preferred StockShares, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Investor in connection with such Proposed Sale; (eE) liability shall be limited to such HolderInvestor’s applicable share (determined based on the respective proceeds payable to each Holder Investor in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders Investors but that in no event exceeds the amount of consideration otherwise payable to such Holder Investor in connection with such Proposed Sale, except with respect to claims related to fraud by such HolderInvestor, the liability for which need not be limited as to such HolderInvestor; and (fF) upon the consummation of the Proposed Sale, (iI) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (iiII) each holder of FlashSeed Preferred Stock Investor will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.Investors in

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will an Investor need not be required to comply with Section 3.5 10 above in connection with any proposed Liquidation Event sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (bi) any representations and warranties to be made by such Holder the Investor in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Investor holds all right, title and interest in and to the Holder Shares such Holder the Investor purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Investor in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Investor have been duly executed by the Holder Investor and delivered to the acquirer and are enforceable against the Holder Investor in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderInvestor’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cii) the Holder shall Investor will not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of the Investor in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder the Investor in connection with such Proposed Sale; (eiv) liability shall will be limited to such Holder’s the Investor's applicable share (determined based on the respective proceeds payable to each Holder stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Investor, the liability for which need not be limited as to such Holderthe Investor; and (fv) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Preferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up Sale of the Company (assuming for this purpose that the Proposed Sale is a Liquidation EventSale of the Company) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 above in connection with any proposed Liquidation Event Sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) 5.4.1. any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (c) 5.4.2. the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); 5.4.3. the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series CF Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (e) 5.4.4. liability shall will be limited to such Holder’s the Stockholders applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; andnegotiated (f) 5.4.5. upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Series CF Preferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Series CF Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series CF Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series CF Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 in connection with any proposed Liquidation Event sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderVoting Shares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Voting Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series A Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holderthe Stockholder’s applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their such holder’s shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of the shares of Series A Preferred Stock then outstanding elect otherwise, (ii) each holder of FlashSeed a series of Series A Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series A Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed shares of Series A Preferred Stock then outstanding elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Member need not be required to comply with this Section 3.5 5.5 in connection with any proposed Liquidation Event sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (bi) any representations and warranties to be made by such the Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (ia) the Holder holds all right, title and interest in and to the Holder Shares such the Holder purports to hold, free and clear of all liens and encumbrances, (iib) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iiic) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (ivand, d) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cii) the Holder shall will not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any Holder of any identical representations, warranties and covenants provided by all Holders); (iii) the liability for indemnification, if any, of the Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder Holder of any of identical representations, warranties warranties, and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersHolders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred StockPreference Shares, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (eiv) liability shall will be limited to such the Holder’s 's applicable share (determined based on the respective proceeds payable to each Holder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateM&A) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such the Holder in connection with such the Proposed Sale, except with respect to claims related to fraud by such the Holder, the liability for which need not be limited as to such the Holder; and (fv) upon the consummation of the Proposed Sale, (ia) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockshares unless the holders of at least a majority of Series B Preference Shares elect otherwise, (iib) each holder of FlashSeed Preferred Stock a series of Preference Shares will receive the same amount of consideration per share of FlashSeed Preferred Stock Preference Shares as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch DocuSign Envelope ID: 1A8BCA54-38A1-4C01-907A-F918EA380470 same series, (iiic) each holder of Common Stock Ordinary Shares will receive the same amount of consideration per share of Common Stock Ordinary Shares as is received by other holders in respect of their shares of Common StockOrdinary Shares, and (ivd) unless the holders of at least a majority of the FlashSeed Preferred Stock Series B Preference Shares elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock Preference Shares and Common Stock Ordinary Shares shall be allocated among the holders of Preferred Stock Preference Shares and Common Stock Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock Preference Shares and the holders of Common Stock Ordinary Shares are entitled in a deemed liquidation, dissolution or winding up of the Company Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate Company’s M&A in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 above in connection with any proposed Liquidation Event Sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorizedautho- rized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transactiontransac- tion, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants pro- vided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series CF Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Stockholder's applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds ex- ceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Series CF Pre- ferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Series CF Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series CF Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series CF Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 8.3 in connection with any proposed Liquidation Event sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Squiddite Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holderthe Stockholder’s applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their such holder’s shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of a majority of the shares of Squiddite Preferred Stock then outstanding elect otherwise, (ii) each holder of FlashSeed a series of Squiddite Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Squiddite Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed shares of Squiddite Preferred Stock then outstanding elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall will be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will not be required to comply with Section 3.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such Holder, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the Holder Shares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (c) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder shareholder of any of identical representations, warranties and covenants provided by all stockholdersshareholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders shareholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder shareholder of any of identical representations, warranties and covenants provided by all stockholdersshareholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (e) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated CertificateArticles) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Preferred Stock will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate Articles in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 above in connection with any proposed Liquidation Event Sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series Seed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Stockholder's applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holderthe Stockholder; and (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Series Seed Preferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Series Seed Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series Seed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series Seed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Member need not be required to comply with this Section 3.5 4.4 in connection with any proposed Liquidation Event sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (bi) any representations and warranties to be made by such the Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (ithat a) the Holder holds all right, title and interest in and to the Holder Shares such the Holder purports to hold, free and clear of all liens and encumbrances, (iib) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iiic) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (ivand, d) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cii) the Holder shall will not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any Holder of any identical representations, warranties and covenants provided by all Holders); (iii) the liability for indemnification, if any, of the Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder Holder of any of identical representations, warranties warranties, and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersHolders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred StockPreference Shares, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (eiv) liability shall will be limited to such the Holder’s 's applicable share (determined based on the respective proceeds payable to each Holder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateM&A) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such the Holder in connection with such the Proposed Sale, except with respect to claims related to fraud by such the Holder, the liability for which need not be limited as to such the Holder; and (fv) upon the consummation of the Proposed Sale, (ia) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockshares unless the holders of at least a majority of Series B Preference Shares elect otherwise, (iib) each holder of FlashSeed Preferred Stock a series of Preference Shares will receive the same amount of consideration per share of FlashSeed Preferred Stock Preference Shares as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iiic) each holder of Common Stock Ordinary Shares will receive the same amount of consideration per share of Common Stock Ordinary Shares as is received by other holders in respect of their shares of Common StockOrdinary Shares, and (ivd) unless the holders of at least a majority of the FlashSeed Preferred Stock Series B Preference Shares elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock Preference Shares and Common Stock Ordinary Shares shall be allocated among the holders of Preferred Stock Preference Shares and Common Stock Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock Preference Shares and the holders of Common Stock Ordinary Shares are entitled in a deemed liquidation, dissolution or winding up of the Company Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate Company’s M&A in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will not be required to comply with Section 3.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such Holder, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the Holder Shares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (c) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder stockholders of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder stockholders of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (e) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Preferred Stock will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will not be required to comply with Section 3.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such Holder, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the Holder Shares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (c) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series Seed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (e) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Series Seed Preferred Stock will receive the same amount of consideration per share of FlashSeed Series Seed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Series Seed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series Seed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 above in connection with any proposed Liquidation Event Sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series A Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Stockholder's applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Series A Preferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Series A Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series A Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series A Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder no Investor will not be required to comply with Section 3.5 4(e)(i) in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (aA) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Flash CF Preferred Original Issue Price (calculated on a per Share basis) or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding SharesShares (voting together as a single class on an as-converted to Common Stock basis); (bB) any representations and warranties to be made by such Holder Investor in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderInvestor, including but not limited to including, without limitation, representations and warranties that (iI) the Holder such Investor holds all right, title and interest in and to the Holder Shares such Holder Investor purports to hold, free and clear of all liens and encumbrances, (iiII) the obligations of the Holder such Investor in connection with the transaction Proposed Sale have been duly authorized, if applicable, (iiiIII) the documents to be entered into by the Holder such Investor have been duly executed by the Holder such Investor and delivered to the acquirer and are enforceable against the Holder such Investor in accordance with their respective terms and (ivIV) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holdersuch Investor’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (cC) the Holder such Investor shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);stockholders);‌ (dD) the liability for indemnification, if any, of such Holder Investor in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference preferences of the FlashSeed Preferred StockShares, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Investor in connection with such Proposed Sale; (eE) liability shall be limited to such HolderInvestor’s applicable share (determined based on the respective proceeds payable to each Holder Investor in connection with such Proposed Sale in accordance with the provisions of the Restated CertificateStockholder Agreement) of a negotiated aggregate indemnification amount that applies equally to all Holders Investors but that in no event exceeds the amount of consideration otherwise payable to such Holder Investor in connection with such Proposed Sale, except with respect to claims related to fraud by such HolderInvestor, the liability for which need not be limited as to such HolderInvestor; andand‌ (fF) upon the consummation of the Proposed Sale, (iI) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (iiII) each holder of FlashSeed Preferred Stock Investor will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders FlashSeed Investors in respect of their shares of FlashSeed Preferred StockPreferred, (iiiIII) each Flash CF Investor will receive the same amount of consideration per share of Flash CF Preferred as is received by other Flash CF Investors in respect of their shares of Flash CF Preferred, (IV) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.of

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.2 above in connection with any proposed Liquidation Event Sale of the Company (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series A Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Stockholder's applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares Shares of such class or series as is received by other holders in respect of their shares Shares of such same class or series of stockstock unless the holders of at least a majority of Series A Preferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Series A Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series A Preferred Stock as is received by other holders in respect of their shares Shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares Shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series A Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will Stockholder need not be required to comply with Section 3.5 5.3 above in connection with any proposed Deemed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderShares, including but not limited to representations and warranties that (i) the Holder Stockholder holds all right, title and interest in and to the Holder Shares such Holder the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder Stockholder have been duly executed by the Holder Stockholder and delivered to the acquirer and are enforceable against the Holder Stockholder in accordance with their respective terms and and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the HolderStockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law law, or judgment, order order, or decree of any court or governmental agency; (cb) the Holder shall Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnificationwarranties, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Series Seed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Stockholder in connection with such Proposed Sale; (ed) liability shall will be limited to such Holder’s the Stockholder's applicable share (determined based on the respective proceeds payable to each Holder Stockholder in connection with such the Proposed Sale in accordance with the provisions of the Restated CertificateCharter) of a negotiated aggregate indemnification amount that applies equally to all Holders Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder the Stockholder in connection with such the Proposed Sale, except with respect to claims related to fraud by such Holderthe Stockholder, the liability for which need not be limited as to such Holder; andthe Stockholder; (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stockstock unless the holders of at least a majority of Series Seed Preferred Stock elect otherwise, (ii) each holder of FlashSeed a series of Series Seed Preferred Stock will receive the same amount of consideration per share of FlashSeed such series of Series Seed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stocksuch same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Series Seed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate Charter in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder no Investor will not be required to comply with Section 3.5 4.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Sharesshares of Preferred Stock (voting together as a single class on an as-converted-to- Common Stock basis); (b) any representations and warranties to be made by such Holder Investor in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such HolderInvestor, including but not limited to including, without limitation, representations and warranties that (i) the Holder such Investor holds all right, title and interest in and to the Holder Shares such Holder Investor purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder such Investor in connection with the transaction Proposed Sale have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder such Investor have been duly executed by the Holder such Investor and delivered to the acquirer and are enforceable against the Holder such Investor in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holdersuch Investor’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (c) the Holder such Investor shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder Investor in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference preferences of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder Investor in connection with such Proposed Sale; (e) liability shall be limited to such HolderInvestor’s applicable share (determined based on the respective proceeds payable to each Holder Investor in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders Investors but that in no event exceeds the amount of consideration otherwise payable to such Holder Investor in connection with such Proposed Sale, except with respect to claims related to fraud by such HolderInvestor, the liability for which need not be limited as to such HolderInvestor; and (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Preferred Stock Investor will receive the same amount of consideration per share of FlashSeed a series of Preferred Stock as is received by other holders Investors in respect of their shares of FlashSeed such series of Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed shares of Common Stock then issued or issuable upon conversion of the Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will not be required to comply with Section 3.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three two (32) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such Holder, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the Holder Shares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (c) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (e) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Preferred Stock will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.and

Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will not be required to comply with Section 3.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such Holder, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the Holder Shares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (cb) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (dc) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the FlashSeed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (ed) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (fe) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of FlashSeed Preferred Stock will receive the same amount of consideration per share of FlashSeed Preferred Stock as is received by other holders in respect of their shares of FlashSeed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the FlashSeed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed liquidation, dissolution or winding up of the Company (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale.