Common use of IPO Allocation Clause in Contracts

IPO Allocation. (a) Subject to compliance with the requirements of applicable securities laws and regulations, and in connection with an IPO, the Company agrees to use its commercially reasonable efforts to cause its managing underwriter(s) for such IPO to make an allocation to the Major Series B Investors of an aggregate of ten percent (10%) of the shares of capital stock to be originally issued and sold in the IPO, excluding any underwriter over-allotment option (the “Allocation”), provided, however, that this Allocation may be reduced or eliminated upon the reasonable determination by outside counsel to the Company that the granting or exercise of the IPO participation right by any Major Series B Investor would violate applicable securities laws, including the Securities Act. Each Major Series B Investor will be entitled to its pro rata portion of any such Allocation, based on the number of Registrable Securities held by such Major Series B Investor. Each Major Series B Investor will be entitled to distribute its portion of any such Allocation among its Affiliates. For the avoidance of doubt, nothing in this paragraph shall limit the number of shares that a Major Series B Investor or its affiliates may acquire in the IPO outside of its participation right provided hereunder. Each Major Series B Investor further acknowledges that nothing in this Agreement constitutes an offer or the commitment to purchase any shares in the IPO. (b) In case of a reduction of the Allocation, the Company shall deliver written notice to the affected Major Series B Investor of such fact, and use commercially reasonable efforts to offer to such Major Series B Investor, subject to compliance with the requirements of applicable securities laws and regulations, the right to purchase in a separate private placement (which shall be conducted concurrently with the IPO and the closing of which shall be contingent on the closing of the IPO) (the “Private Placement”) up to that number of shares of capital stock that such Major Series B Investor would have purchased but was unable to, pursuant to its pro rata portion of the Allocation, at the same price per share offered to the public in the IPO (such right, the “Private Placement Participation Right”). The Common Stock offered to such Major Series B Investor pursuant to the Private Placement Participation Right shall be on the same terms as which capital stock is offered in the IPO, except that the capital stock offered under the Private Placement Participation Right shall be exempt from the registration requirements of the Securities Act. If such Major Series B Investor exercises (in part or in whole) the Private Placement Participation Right, the Company and such Major Series B Investor shall execute and deliver such documents that are (i) customary for a transaction structured as a private placement concurrent with a public offering and (ii) reasonably satisfactory to the Company and such Investor. (c) In the event that any Major Series B Investor fails to purchase their pro rata share of the Allocation, the Company shall promptly notify each Major Series B Investor that elects to purchase or acquire all of its pro rata portion of the Allocation (each, an “Allocation Investor”) of any other Major Series B Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Allocation Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the Allocation for which Major Series B Investors were entitled to subscribe but that were not subscribed for by the Major Series B Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Allocation Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Major Series B Investors. (d) Further, in the event the Company enters into any agreement or amends any existing agreement providing for the grant to any other party of rights to participate in an IPO, on terms more favorable to such other party than the terms of this Agreement with respect to the Major Series B Investors, the Major Series B Investors shall automatically be granted such more favorable terms.

IPO Allocation. (a) Subject to compliance with In the requirements event of applicable securities laws and regulationsa bona fide, and in connection with an IPO, underwritten initial public offering of the capital stock of the Company agrees to use its commercially reasonable efforts to cause its managing underwriter(s) for such IPO to make an allocation to the Major Series B Investors of an aggregate of ten percent (10%) of the shares of capital stock to be originally issued and sold in the IPO, excluding any underwriter over-allotment option (the “Allocation”"IPO"), provided, however, that this Allocation may be reduced or eliminated upon the reasonable determination by outside counsel to the Company that the granting or exercise of the IPO participation right by any Major Series B Investor would violate applicable securities laws, including the Securities Act. Each Major Series B Investor will be entitled to its pro rata portion of any such Allocation, based on the number of Registrable Securities held by such Major Series B Investor. Each Major Series B Investor will be entitled to distribute its portion of any such Allocation among its Affiliates. For the avoidance of doubt, nothing in this paragraph shall limit the number of shares that a Major Series B Investor or its affiliates may acquire in the IPO outside of its participation right provided hereunder. Each Major Series B Investor further acknowledges that nothing in this Agreement constitutes an offer or the commitment to purchase any shares in the IPO. (b) In case of a reduction of the Allocation, the Company shall deliver written notice to the affected Major Series B Investor of such fact, and use commercially reasonable efforts to offer to such Major Series B Investor, subject to compliance require that the managing underwriters of the IPO establish a directed share program (the "PROGRAM") in connection with the requirements IPO. The Program shall consist of applicable securities laws and regulations, the right to purchase in a separate private placement (which shall be conducted concurrently with the IPO and the closing of which shall be contingent on the closing of the IPO) (the “Private Placement”) up to that number of shares of capital stock that such Major (the "PROGRAM SHARES") determined by dividing $3,000,000 by the initial price to the public set forth on the cover page of the final prospectus distributed in connection with the IPO (the "IPO PRICE"), provided that, if necessary to complete the IPO, the number of Program Shares may be reduced to the maximum number permitted under the rules and requirements of the NASD. The Company shall cause the managing underwriters (subject to the consent of the underwriters) to give priority to the holders of the Company's Series B Investor would C Convertible Preferred Stock (or Common Stock issuable upon conversion thereof)(the "SERIES C HOLDERS"), PRO RATA in accordance with their relative holdings of Series C Convertible Preferred Stock (or Common Stock issued upon conversion thereof) with respect to the Program Shares in allocating the shares available for purchase in the Program. The Series C Holders, PRO RATA as aforesaid, shall have purchased the option, but was unable tonot the obligation, pursuant to its pro rata purchase all or any portion of the Allocation, Program Shares at the same price per share offered IPO Price. Notwithstanding the foregoing, in no event shall the Investors designated on the signature pages hereto as the "TCV Investors" have the rights under this Section 2.5 with respect to less than such number of Program Shares that, when multiplied by the IPO Price, equals $1,500,000 (such product being referred to as the "Program Value"), and if the Program Value shall be less than $1,500,000, then the TCV Investors shall have the rights under this Section 2.5 with respect to all of the Program Shares (the number of Program Shares as to which the TCV Investors are to have the rights under this Section 2.5 in accordance with this sentence are referred to as the "TCV Minimum Shares"). If, in order to give effect to the public in operation of the IPO (such rightpreceding sentence, the “Private Placement Participation Right”). The Common Stock offered Investors other than the TCV Investors obtain rights under this Section 2.5 with respect to such Major Series B Investor pursuant to the Private Placement Participation Right shall be on the same terms as which capital stock is offered in the IPO, except that the capital stock offered under the Private Placement Participation Right shall be exempt from the registration requirements less than their respective PRO RATA share of the Securities Act. If such Major Series B Investor exercises (in part or in whole) the Private Placement Participation RightProgram Shares, the Company and such Major Series B Investor shall execute and deliver such documents that are then (i) customary for a transaction structured as a private placement concurrent such other Investors shall have the rights under this Section 2.5 with a public offering respect to all of the Program Shares other than the TCV Minimum Shares, if there shall be any Program Shares in addition to the TCV Minimum Shares, and (ii) reasonably satisfactory to the Company and such Investor. other Investors shall share such rights PRO RATA in accordance with their relative holdings of Series C Convertible Preferred Stock (c) In the event that any Major Series B Investor fails to purchase their pro rata share of the Allocation, the Company shall promptly notify each Major Series B Investor that elects to purchase or acquire all of its pro rata portion of the Allocation (each, an “Allocation Investor”) of any other Major Series B Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Allocation Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the Allocation for which Major Series B Investors were entitled to subscribe but that were not subscribed for by the Major Series B Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon the conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Allocation Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Major Series B Investorsthereof. (d) Further, in the event the Company enters into any agreement or amends any existing agreement providing for the grant to any other party of rights to participate in an IPO, on terms more favorable to such other party than the terms of this Agreement with respect to the Major Series B Investors, the Major Series B Investors shall automatically be granted such more favorable terms.

IPO Allocation. (a) Subject to compliance In connection with the requirements of applicable securities laws and regulations, and in connection with an Company’s initial firm commitment underwritten public offering (the “IPO”), the Company agrees to shall use its commercially reasonable efforts to cause its the managing underwriter(s) for underwriter or underwriters of such IPO to make an allocation establish a directed share program (the “Program”) whereby such managing underwriter or underwriters would offer TCV priority as to the Major Series B Investors participation in such Program on the terms as described as follows: 12.10.1. The Company shall use its commercially reasonable efforts to cause the number of shares of Common Stock to be offered to TCV pursuant to the Program (the “Program Shares”) to equal the lesser of (A) the quotient obtained by dividing (i) twenty-five million dollars ($25,000,000), by (ii) the mid-point of the first filing range the Company sets forth in the registration statement for the IPO or an aggregate of ten amendment thereto and (B) five percent (105%) of the total shares of capital stock Common Stock offered to be originally issued and sold in the IPO, excluding any underwriter over-allotment option (the “Allocation”), provided, however, that this Allocation may be reduced or eliminated upon the reasonable determination by outside counsel to the Company that the granting or exercise of the IPO participation right by any Major Series B Investor would violate applicable securities laws, including the Securities Act. Each Major Series B Investor will be entitled to its pro rata portion of any such Allocation, based on the number of Registrable Securities held by such Major Series B Investor. Each Major Series B Investor will be entitled to distribute its portion of any such Allocation among its Affiliates. For the avoidance of doubt, nothing in this paragraph shall limit the number of shares that a Major Series B Investor or its affiliates may acquire in the IPO outside of its participation right provided hereunder. Each Major Series B Investor further acknowledges that nothing in this Agreement constitutes an offer or the commitment to purchase any shares in the IPO. (b) In case of a reduction of the Allocation, the Company 12.10.2. TCV shall deliver written notice to the affected Major Series B Investor of such fact, and use commercially reasonable efforts to offer to such Major Series B Investor, subject to compliance with the requirements of applicable securities laws and regulations, have the right to purchase in a separate private placement (which shall be conducted concurrently with the IPO and the closing of which shall be contingent on the closing of the IPO) (the “Private Placement”) up to that number of shares of capital stock that such Major Series B Investor would have purchased but was unable to, pursuant to apportion its pro rata portion of the Allocation, at the same price per share offered to the public participation in the IPO (such right, the “Private Placement Participation Right”). The Common Stock offered to such Major Series B Investor pursuant to this Section 12.10 among any of its Affiliates. 12.10.3. Notwithstanding the Private Placement Participation Right shall be on the same terms as which capital stock is offered foregoing, in the IPO, except event that the capital stock offered under the Private Placement Participation Right shall be exempt from the registration requirements Board of Directors of the Securities Act. If such Major Series B Investor exercises (Company, following consultation with outside legal counsel to the Company and the managing underwriter or underwriters, believes in part good faith that the issuance of the Program Shares pursuant to this Section 12.10 would not be permitted under applicable law, rule or in whole) the Private Placement Participation Rightregulation, the Company and such Major Series B Investor shall execute and deliver such documents that are the TCV agree to negotiate in good faith to amend the Program (i) customary for including, without limitation, by a transaction structured as a private placement concurrent with a public offering and (ii) reasonably satisfactory reduction to the Company and such Investoraggregate number of Program Shares) to the extent reasonably necessary or appropriate. TCV acknowledges that, despite the Company’s use of its commercially reasonable efforts, the underwriter(s) may determine, in their good faith discretion, that it is not advisable to establish a Program. (c) In 12.10.4. Notwithstanding the event that any Major Series B Investor fails foregoing, all action taken pursuant to purchase their pro rata share of the Allocationthis Section 12.10 shall be made in accordance with all federal and state securities laws, including, without limitation, the Company shall promptly notify each Major Series B Investor that elects to purchase or acquire Securities Act and all of its pro rata portion of applicable rules and regulations promulgated by the Allocation Financial Industry Regulatory Authority (each, an “Allocation InvestorFINRA”) of any and other Major Series B Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Allocation Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the Allocation for which Major Series B Investors were entitled to subscribe but that were not subscribed for by the Major Series B Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Allocation Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Major Series B Investorsself-regulating organizations. (d) Further, in the event the Company enters into any agreement or amends any existing agreement providing for the grant to any other party of rights to participate in an IPO, on terms more favorable to such other party than the terms of this Agreement with respect to the Major Series B Investors, the Major Series B Investors shall automatically be granted such more favorable terms.

IPO Allocation. (a) Subject to compliance with In the requirements event of applicable securities laws and regulationsa bona fide, and in connection with an IPO, underwritten initial public offering of the capital stock of the Company agrees to use its commercially reasonable efforts to cause its managing underwriter(s) for such IPO to make an allocation to the Major Series B Investors of an aggregate of ten percent (10%) of the shares of capital stock to be originally issued and sold in the IPO, excluding any underwriter over-allotment option (the “Allocation”"IPO"), provided, however, that this Allocation may be reduced or eliminated upon the reasonable determination by outside counsel to the Company that the granting or exercise of the IPO participation right by any Major Series B Investor would violate applicable securities laws, including the Securities Act. Each Major Series B Investor will be entitled to its pro rata portion of any such Allocation, based on the number of Registrable Securities held by such Major Series B Investor. Each Major Series B Investor will be entitled to distribute its portion of any such Allocation among its Affiliates. For the avoidance of doubt, nothing in this paragraph shall limit the number of shares that a Major Series B Investor or its affiliates may acquire in the IPO outside of its participation right provided hereunder. Each Major Series B Investor further acknowledges that nothing in this Agreement constitutes an offer or the commitment to purchase any shares in the IPO. (b) In case of a reduction of the Allocation, the Company shall deliver written notice to the affected Major Series B Investor of such fact, and use commercially reasonable efforts to offer to such Major Series B Investor, subject to compliance require that the managing underwriters of the IPO establish a directed share program (the "PROGRAM") in connection with the requirements IPO. The Program shall consist of applicable securities laws and regulations, the right to purchase in a separate private placement (which shall be conducted concurrently with the IPO and the closing of which shall be contingent on the closing of the IPO) (the “Private Placement”) up to that number of shares of capital stock that such Major (the "PROGRAM SHARES") determined by dividing $3,000,000 by the initial price to the public set forth on the cover page of the final prospectus distributed in connection with the IPO (the "IPO PRICE"), provided that, if necessary to complete the IPO, the number of Program Shares may be reduced to the maximum number permitted under the rules and requirements of the NASD. The Company shall cause the managing underwriters (subject to the consent of the underwriters) to give priority to the holders of the Company's Series B Investor would C Convertible Preferred Stock (or Common Stock issuable upon conversion thereof) (the "SERIES C HOLDERS"), PRO RATA in accordance with their relative holdings of Series C Convertible Preferred Stock (or Common Stock issued upon conversion thereof) with respect to the Program Shares in allocating the shares available for purchase in the Program. The Series C Holders, PRO RATA as aforesaid, shall have purchased the option, but was unable tonot the obligation, pursuant to its pro rata purchase all or any portion of the Allocation, Program Shares at the same price per share offered IPO Price. Notwithstanding the foregoing, in no event shall the Investors designated on the signature pages hereto as the "TCV Investors" have the rights under this Section 2.5 with respect to less than such number of Program Shares that, when multiplied by the IPO Price, equals $1,500,000, (such product being referred to as the "Program Value"), and if the Program Value shall be less than $1,500,000 then the TCV Investors shall have the rights under this Section 2.5 with respect to all of the Program Shares (the number of Program Shares as to which the TCV Investors are to have the rights under this Section 2.5 in accordance with this sentence are referred to as the "TCV Minimum Shares"). If, in order to give effect to the public in operation of the IPO (such rightpreceding sentence, the “Private Placement Participation Right”). The Common Stock offered Investors other than the TCV Investors obtain rights under this Section 2.5 with respect to such Major Series B Investor pursuant to the Private Placement Participation Right shall be on the same terms as which capital stock is offered in the IPO, except that the capital stock offered under the Private Placement Participation Right shall be exempt from the registration requirements less than their respective PRO RATA share of the Securities Act. If such Major Series B Investor exercises (in part or in whole) the Private Placement Participation RightProgram Shares, the Company and such Major Series B Investor shall execute and deliver such documents that are then (i) customary for a transaction structured as a private placement concurrent such other Investors shall have the rights under this Section 2.5 with a public offering respect to all of the Program Shares other than the TCV Minimum Shares, if there shall be any Program Shares in addition to the TCV Minimum Shares, and (ii) reasonably satisfactory to the Company and such Investor. other Investors shall share such rights PRO RATA in accordance with their relative holdings of Series C Convertible Preferred Stock (c) In the event that any Major Series B Investor fails to purchase their pro rata share of the Allocation, the Company shall promptly notify each Major Series B Investor that elects to purchase or acquire all of its pro rata portion of the Allocation (each, an “Allocation Investor”) of any other Major Series B Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Allocation Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the Allocation for which Major Series B Investors were entitled to subscribe but that were not subscribed for by the Major Series B Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon the conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Allocation Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Major Series B Investorsthereof. (d) Further, in the event the Company enters into any agreement or amends any existing agreement providing for the grant to any other party of rights to participate in an IPO, on terms more favorable to such other party than the terms of this Agreement with respect to the Major Series B Investors, the Major Series B Investors shall automatically be granted such more favorable terms.

IPO Allocation. (a) Subject to compliance with In the requirements event of applicable securities laws and regulationsa bona fide, and in connection with an IPO, underwritten initial public offering of the capital stock of the Company agrees to use its commercially reasonable efforts to cause its managing underwriter(s) for such IPO to make an allocation to the Major Series B Investors of an aggregate of ten percent (10%) of the shares of capital stock to be originally issued and sold in the IPO, excluding any underwriter over-allotment option (the “Allocation”"IPO"), provided, however, that this Allocation may be reduced or eliminated upon the reasonable determination by outside counsel to the Company that the granting or exercise of the IPO participation right by any Major Series B Investor would violate applicable securities laws, including the Securities Act. Each Major Series B Investor will be entitled to its pro rata portion of any such Allocation, based on the number of Registrable Securities held by such Major Series B Investor. Each Major Series B Investor will be entitled to distribute its portion of any such Allocation among its Affiliates. For the avoidance of doubt, nothing in this paragraph shall limit the number of shares that a Major Series B Investor or its affiliates may acquire in the IPO outside of its participation right provided hereunder. Each Major Series B Investor further acknowledges that nothing in this Agreement constitutes an offer or the commitment to purchase any shares in the IPO. (b) In case of a reduction of the Allocation, the Company shall deliver written notice to the affected Major Series B Investor of such fact, and use commercially reasonable efforts to offer to such Major Series B Investor, subject to compliance require that the managing underwriters of the IPO establish a directed share program (the "PROGRAM") in connection with the requirements IPO. The Program shall consist of applicable securities laws and regulations, the right to purchase in a separate private placement (which shall be conducted concurrently with the IPO and the closing of which shall be contingent on the closing of the IPO) (the “Private Placement”) up to that number of shares of capital stock that such Major (the "PROGRAM SHARES") determined by dividing $3,000,000 by the initial price to the public set forth on the cover page of the final prospectus distributed in connection with the IPO (the "IPO PRICE"), provided that, if necessary to complete the IPO, the number of Program Shares may be reduced to the maximum number permitted under the rules and requirements of the NASD. The Company shall cause the managing underwriters (subject to the consent of the underwriters) to give priority to the holders of the Company's Series B Investor would C Convertible Preferred Stock (or Common Stock issuable upon conversion thereof) (the "SERIES C HOLDERS"), PRO RATA in accordance with their relative holdings of Series C Convertible Preferred Stock (or Common Stock issued upon conversion thereof) with respect to the Program Shares in allocating the shares available for purchase in the Program. The Series C Holders, PRO RATA as aforesaid, shall have purchased the option, but was unable tonot the obligation, pursuant to its pro rata purchase all or any portion of the Allocation, Program Shares at the same price per share offered IPO Price. Notwithstanding the foregoing, in no event shall the Investors designated on the signature pages hereto as the "TCV Investors" have the rights under this Section 2.5 with respect to less than such number of Program Shares that, when multiplied by the IPO Price, equals $1,500,000, (such product being referred to as the "Program Value"), and if the Program Value shall be less than $1,500,000 then the TCV Investors shall have the rights under this Section 2.5 with respect to all of the Program Shares (the number of Program Shares as to which the TCV Investors are to have the rights under this Section 2.5 in accordance with this sentence are referred to as the "TCV Minimum Shares"). If, in order to give effect to the public in operation of the IPO (such rightpreceding sentence, the “Private Placement Participation Right”). The Common Stock offered Investors other than the TCV Investors obtain rights under this Section 2.5 with respect to such Major Series B Investor pursuant to the Private Placement Participation Right shall be on the same terms as which capital stock is offered in the IPO, except that the capital stock offered under the Private Placement Participation Right shall be exempt from the registration requirements less than their respective PRO rata share of the Securities Act. If such Major Series B Investor exercises (in part or in whole) the Private Placement Participation RightProgram Shares, the Company and such Major Series B Investor shall execute and deliver such documents that are then (i) customary for a transaction structured as a private placement concurrent such other Investors shall have the rights under this Section 2.5 with a public offering respect to all of the Program Shares other than the TCV Minimum Shares, if there shall be any Program Shares in addition to the TCV Minimum Shares, and (ii) reasonably satisfactory to the Company and such Investor. other Investors shall share such rights PRO RATA in accordance with their relative holdings of Series C Convertible Preferred Stock (c) In the event that any Major Series B Investor fails to purchase their pro rata share of the Allocation, the Company shall promptly notify each Major Series B Investor that elects to purchase or acquire all of its pro rata portion of the Allocation (each, an “Allocation Investor”) of any other Major Series B Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Allocation Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the Allocation for which Major Series B Investors were entitled to subscribe but that were not subscribed for by the Major Series B Investors, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon the conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Allocation Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Major Series B Investorsthereof. (d) Further, in the event the Company enters into any agreement or amends any existing agreement providing for the grant to any other party of rights to participate in an IPO, on terms more favorable to such other party than the terms of this Agreement with respect to the Major Series B Investors, the Major Series B Investors shall automatically be granted such more favorable terms.