Common use of Issuance of Equity Securities to Other Persons Clause in Contracts

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Investors shall have ten (10) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. If the Major Investors fail to exercise in full the rights of first refusal, the Company shall have sixty (60) days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within sixty (60) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their pro rata share of all the Equity SecuritiesSecurities available to them pursuant to Section 5.2, then the Company shall promptly notify in writing the Major Investors who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising Investor”) and shall offer such Major Fully-Exercising Investors the right to acquire such unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion number of such unsubscribed shares that is equal to (a) the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of outstanding shares of Common Stock issued and held, or issuable upon the conversion of the Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held then held, by all such Major Fully-Exercising Investors immediately prior who wish to purchase some of the issuance of such Equity Securitiesunsubscribed shares. The Major Fully-Exercising Investors shall have ten five (105) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. If the Major Investors fail to exercise in full the rights of first refusal, the The Company shall have sixty ninety (6090) days thereafter to sell the Equity Securities in respect of which the Major Investors’ Investor’s rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 5.2 hereof. If the Company has not sold such Equity Securities within sixty ninety (6090) days of the notice provided pursuant to Section 4.25.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their pro rata share (determined in accordance with Section 4.1 above) of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect (the “Fully-Exercising Investors”) of the number of Equity Securities remaining unsubscribed (the “Unsubscribed Shares”) and shall offer such Major Fully-Exercising Investors the right to acquire such unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity SecuritiesUnsubscribed Shares. The Major Fully-Exercising Investors shall have ten (10) 10 days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesUnsubscribed Shares. In the event that the number of shares subscribed for by the Fully-Exercising Investors pursuant to the immediately preceding sentence exceeds the total number of Unsubscribed Shares, then the Unsubscribed Shares shall be allocated among such Fully-Exercising Investors so electing on a pro rata basis. For purposes of this Section 4.3, Each Fully-Exercising Investor’s pro rata share shall be equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) of which the Fully-Exercising Investors electing to purchase Unsubscribed Shares under this Section 4.3 are deemed to hold immediately prior to the issuance of such Equity Securities. If the Major Fully-Exercising Investors fail to exercise in full the rights of first refusal, the Company shall have sixty (60) 90 days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within sixty (60) 90 days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect (“Fully-Exercising Investors”) and shall offer such Major Fully-Exercising Investors the right to acquire such unsubscribed sharesshares on a pro rata basis. Each such Major Fully-Exercising Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Investors shall have ten (10) 10 days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of its pro rata share of the unsubscribed shares. If For purposes of the Major preceding sentence, each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors fail are deemed to exercise in full be the rights holders immediately prior to the issuance of first refusal, the Equity Securities. The Company shall have sixty (60) 90 days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a the same price and upon general other terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has does not sold sell such Equity Securities within sixty (60) days of the notice provided pursuant to Section 4.2such 90 day period, the Company shall not thereafter issue or sell any such Equity Securities, Securities without first offering such securities Equity Securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) and shall offer such Major Fully Exercising Investors the right to acquire such unsubscribed shares (the “Overallotment Notice”). Each Fully Exercising Investor shall have five (5) days after the delivery of the Overallotment Notice to notify the Company of its election to purchase its pro rata share of the unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion For the purposes of such unsubscribed shares this Section 4.3, each Fully Exercising Investor’s pro rata share is equal to the ratio of (a) the total number of outstanding shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued or issuable upon the conversion of the Preferred Stock held by or upon exercise of any outstanding warrants or options) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon the conversion of the Preferred Stock or upon the exercise of any outstanding warrants or options) held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Investors shall have ten (10) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesFully Exercising Investors. If the Major Investors fail to exercise in full the rights of first refusal, the Company shall have sixty ninety (6090) days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold closed the sale of such Equity Securities within sixty ninety (6090) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided in Section 4.2 above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors Preemptive Rights Members elect to purchase their entire respective pro rata share shares of the Equity Securities, then the Company shall will promptly notify in writing the Major Investors such Preemptive Rights Members who do so elect and shall will offer such Major Investors Preemptive Rights Members the right to acquire such unsubscribed sharesEquity Securities. Each such Major Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to Preemptive Rights Member will have five (a5) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Investors shall have ten (10) days Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesEquity Securities. If such Preemptive Rights Members in the Major Investors fail aggregate elect to exercise in full the rights of first refusalpurchase more unsubscribed Equity Securities than are available, the Company shall will allocate the total of such unsubscribed Equity Securities among such Preemptive Rights Members in proportion to their respective percentages determined in Section 10.05(a) (to the extent practicable) or as such Preemptive Rights Members otherwise agree. If such Preemptive Rights Members fail to elect to acquire all of the Equity Securities in question, then the Company will have sixty one hundred eighty (60180) days thereafter after the notice provided pursuant to Section 10.05(b) to sell the Equity Securities in respect of which the Major Investorssuch Preemptive Rights Members’ preemptive rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors such Members provided pursuant to Section 4.2 hereof10.05(b), subject to extension to obtain any necessary regulatory approval or clearance. If the Company has not sold such Equity Securities within sixty one hundred eighty (60180) days of the notice provided pursuant to Section 4.210.05(b), or within such extended period of time, the Company shall will not thereafter issue or sell any Equity Securities, Securities without first offering such securities to the Major Investors Preemptive Rights Members in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect (the “Fully Exercising Investors”) and shall offer such Major Fully Exercising Investors the right to acquire acquire, in addition to the number of shares specified above, up to that portion of the Equity Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major 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 then held, by such Fully Exercising 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 then held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Fully Exercising Investors shall have ten five (105) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. If the Major Investors fail to exercise in full the rights of first refusal, the The Company shall have sixty ninety (6090) days thereafter to sell the Equity Securities in respect of which the Major Investors’ Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within sixty ninety (6090) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If (a) Each of Foundation Capital VI, L.P. (“Foundation”) and USV shall have the right, but not all of the Major Investors obligation, to elect to purchase their or acquire, in addition to its pro rata share of share, the Equity Securities, then the Company shall promptly notify in writing the if any, for which other Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed shares. Each such Major Investor shall be were entitled to acquire a proportion of such unsubscribed shares equal to subscribe but that were not subscribed for, or purchased (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held “Unsubscribed Shares”), by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Investors shall have ten (10) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. If the Major Investors fail to exercise in full the rights of first refusal, the Company shall have sixty (60) days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If 4.1, as follows: (i) First, until such time as Foundation and its affiliated persons or entities under common management (“Affiliates”) first hold Equity Securities representing at least twelve percent (12%) of the fully-diluted capitalization of the Company, including securities of the Company has purchased or acquired (or to be purchased or acquired) pursuant to Foundation exercising the its rights of first refusal pursuant to the Co-Sale Agreement or right of first offer rights hereunder (the “Foundation 12% Threshold”), Foundation shall have the right, but not sold the obligation, to elect to purchase or acquire up to all of the Unsubscribed Shares (the “Foundation Unsubscribed Right”). (ii) At all times after Foundation and its Affiliates first attain the Foundation 12% Threshold and (x) until such time as Foundation and its Affiliates first hold Equity Securities within sixty representing at least fifteen percent (6015%) days of the notice provided fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to Foundation exercising the its rights of first refusal pursuant to the Co-Sale Agreement or preemptive rights hereunder (the “Foundation 15% Threshold”)(such period of time being the “50/50 Period”), Foundation shall have the right, but not the obligation, to elect to purchase up to fifty percent (50%) of any remaining Unsubscribed Shares available after any purchase made by Foundation pursuant to Section 4.24.3(a)(i) (the “Foundation Secondary Unsubscribed Right” and together with the Foundation Unsubscribed Right, the “Foundation Rights”) and (y) until such time as USV and its Affiliates hold Equity Securities representing at least twelve percent (12%) of the fully-diluted capitalization of the Company, including securities of the Company shall not thereafter issue purchased or sell any Equity Securities, without acquired (or to be purchased or acquired) pursuant to USV exercising its rights of first offering such securities refusal pursuant to the Major Investors Co-Sale Agreement or preemptive rights hereunder (the “USV 12% Threshold”), USV shall have the right, but not the obligation, to purchase to up to fifty percent (50%) of any remaining Unsubscribed Shares after any purchase made by Foundation pursuant to Section 4.3(a)(i) (the “USV Unsubscribed Right”); provided, further, that during the 50/50 Period, each of Foundation and USV shall be required to assign any respective unexercised right in connection with a particular sale by the manner provided aboveCompany of Unsubscribed Shares to the other party until either the Foundation 15% Threshold is reached or the USV 12% Threshold is reached, as the case may be.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors Series C Holders elect to purchase their pro rata share of the Equity SecuritiesDefined Issuance, then the Company shall promptly notify in writing the Major Investors Series C Holders who do so elect and shall offer such Major Investors Series C Holders the right to acquire such the unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion portion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity SecuritiesDefined Issuance. The Major Investors Series C Holders shall have ten five (105) days after receipt of such notice to notify the Company of its their election to purchase all or a portion thereof of the unsubscribed shares. If such Series C Holders fail to exercise in full their right to purchase the Major Defined Issuance, then the Company shall promptly notify in writing the participating Investors and offer such Investors the right to acquire the unsubscribed portion of the Defined Issuance. If the Series C Holders or Investors fail to exercise in full the their rights of first refusalunder this Section 4, the Company shall have sixty ninety (6090) days thereafter to sell the Equity Securities in respect of which the Major Series C Holders' or Investors’ ' rights were not exercised, at a price and upon general terms and conditions (including, but not limited to, coupons, dividends, minimum return, conversion rights, preferences, warrants, seniority and covenants) materially no more favorable to the purchasers thereof than specified in the Company’s 's notice to the Major Investors and the Series C Holders pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within sixty ninety (6090) days of the initial notice provided by it pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Series C Holders and Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors Purchasers elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors Purchasers who do so elect (each, a "Fully Exercising Purchaser") and shall offer such Major Investors Fully Exercising Purchaser the right to acquire such unsubscribed sharesshares on a pro rata basis. Each such Major Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Investors Fully Exercising Purchaser shall have ten five (105) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesshares that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully Exercising Purchaser bears to the total number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by all such Fully Exercising Purchasers. If the Major Investors fail to exercise in full the rights of first refusal, the The Company shall have sixty one hundred twenty (60120) days thereafter to sell the Equity Securities in respect of which the Major Investors’ Purchaser’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors Purchasers pursuant to Section 4.2 6.2 hereof. If the Company has not sold such Equity Securities within sixty one hundred twenty (60120) days of the notice provided pursuant to Section 4.26.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors Purchasers in the manner provided above.

Issuance of Equity Securities to Other Persons. If (a) Each of Foundation Capital VI, L.P. and its Affiliates (“Foundation”), USV and KPCB shall have the right, but not the obligation, to elect to purchase or acquire, in addition to its pro rata share, the Equity Securities, if any, for which other Major Investors were entitled to subscribe but that were not subscribed for, or purchased (the “Unsubscribed Shares”), by such Major Investors pursuant to Section 4.2, as follows: (i) First, until such time as Foundation first holds Equity Securities representing at least twelve percent (12%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to Foundation exercising its rights of first refusal pursuant to the Co-Sale Agreement or right of first offer rights hereunder (the “Foundation 12% Target Threshold”), Foundation shall have the right, but not the obligation, to elect to purchase or acquire up to all of the Unsubscribed Shares; provided, in the event that Foundation fails to exercise in full its right of first offer under this Section 4.3(a)(i) with respect to a particular sale by the Company of Unsubscribed Shares and (A) USV has not yet attained the USV 9% Target Threshold, then Foundation shall be required to assign all or any portion of, as applicable, any unexercised right in connection with such particular sale by the Company of Unsubscribed Shares to USV until USV has attained the USV 9% Target Threshold, (B) USV has attained the 9% Target Threshold at the time of, or as a result of, any assignment pursuant to Section 4.3(a)(i)(A) above, Foundation shall be required to assign all or any portion of, as applicable, any unexercised right in connection with such particular sale by the Company of Unsubscribed Shares to USV and KPCB (on an equal basis) until either the USV 12% Termination Threshold is first attained or the KPCB 9% Termination Threshold is first attained, as the case may be, and (C) USV has attained the 12% Termination Threshold at the time of, or as a result of, any assignment(s) pursuant to Sections 4.3(a)(i)(A) and/or 4.3(a)(i)(B) above, Foundation shall be required to assign any unexercised right in connection with such particular sale by the Company of Unsubscribed Shares to KPCB until the KPCB 9% Termination Threshold is first attained; provided further, that if USV fails to exercise in full its right of first offer under Sections 4.3(a)(i)(A) or 4.3(a)(i)(B) with respect to a particular sale by the Company of Unsubscribed Shares, USV shall be required to assign any unexercised right in connection with a particular sale by the Company of Unsubscribed Shares to KPCB until the KPCB 9% Termination Threshold is first attained, and if KPCB fails to exercise in full its right of first offer under Section 4.3(a)(i)(B) with respect to a particular sale by the Company of Unsubscribed Shares KPCB shall be required to assign any unexercised right in connection with a particular sale by the Company of Unsubscribed Shares to USV until the USV 12% Termination Threshold is first attained. (ii) Second, at all times after Foundation first attains the Foundation 12% Target Threshold and (A) until such time as Foundation first holds Equity Securities representing at least fifteen percent (15%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to Foundation exercising its rights of first refusal pursuant to the Co-Sale Agreement or preemptive rights hereunder (the “Foundation 15% Termination Threshold”)(such period of time being the “33/33/33 Period”), Foundation shall have the right, but not the obligation, to elect to purchase up to thirty three and one third percent (33.33%) of any remaining Unsubscribed Shares available after any purchase made by Foundation pursuant to Section 4.3(a)(i) (the rights of Foundation set forth in Section 4.3(a)(i) and Section 4.3(a)(ii) are referred to as the “Foundation Rights”), (B) until such time as USV holds Equity Securities representing at least twelve percent (12%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to USV exercising its rights of first refusal pursuant to the Co-Sale Agreement or preemptive rights hereunder (the “USV 12% Termination Threshold”), USV shall have the right, but not the obligation, to purchase to up to thirty three and one third percent (33.33%) of any remaining Unsubscribed Shares after any purchase made by Foundation pursuant to Section 4.3(a)(i) and (C) until such time as KPCB holds Equity Securities representing at least nine percent (9%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to KPCB exercising its rights of first refusal pursuant to the Co-Sale Agreement or preemptive rights hereunder (the “KPCB 9% Termination Threshold”), KPCB shall have the right, but not the obligation, to purchase to up to thirty three and one third percent (33.33%) of any remaining Unsubscribed Shares after any purchase made by Foundation pursuant to Section 4.3(a)(i); provided, further, that during the 33/33/33 Period, each of Foundation, USV and KPCB shall be required to assign all or any portion of, as applicable, any respective unexercised right pursuant to this Section 4.3(a)(ii) in connection with a particular sale by the Company of Unsubscribed Shares to the other two parties on an equal basis until either the Foundation 15% Termination Threshold, the USV 12% Termination Threshold or the KPCB 9% Termination Threshold is first attained, as the case may be, and thereafter, each of Foundation, USV and KPCB shall be required to assign all or any portion of, as applicable, any respective unexercised right pursuant to this Section 4.3(a)(ii) in connection with a particular sale by the Company of Unsubscribed Shares to the final remaining party until the Foundation 15% Termination Threshold, the USV 12% Termination Threshold or the KPCB 9% Termination Threshold is first attained, as the case may be. (iii) Third, at all times after the Foundation 15% Termination Threshold is first attained and until such time as USV first holds Equity Securities representing at least nine percent (9%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to USV exercising its rights of first refusal pursuant to the Co-Sale Agreement or right of first offer rights hereunder (the “USV 9% Target Threshold”), USV shall have the right, but not the obligation, to elect to purchase any remaining Unsubscribed Shares available after any purchases made by Foundation pursuant to the Foundation Rights, and/or KPCB pursuant to the KPCB right set forth in Section 4.3(a)(ii), and/or USV and pursuant to the USV right set forth in Section 4.3(a)(ii); provided, further, USV shall be required to assign any unexercised right pursuant to this Section 4.3(a)(iii) in connection with a particular sale by the Company of Unsubscribed Shares to KPCB until the KPCB 9% Termination Threshold is first attained. (iv) Fourth, at all times after the Foundation 15% Termination Threshold is first attained and after the USV 9% Target Threshold is first attained and (A) until such time as the USV 12% Termination Threshold is first attained (such period of time being the “50/50 Period”), USV shall have the right, but not the obligation, to elect to purchase up to fifty percent (50%) of any remaining Unsubscribed Shares available after any purchases made by Foundation pursuant to the Foundation Rights and/or KPCB pursuant to the KPCB right set forth in Section 4.3(a)(ii) and/or the USV right set forth in Section 4.3(a)(ii) and Section 4.3(a)(iii) (all of the rights of USV set forth in Section 4.3(a)(ii), Section 4.3(a)(iii) and Section 4.3(a)(iv) are referred to as the “USV Rights”) and (B) until the KPCB 9% Termination Threshold is first attained, KPCP shall have the right, but not the obligation, to purchase to up to fifty percent (50%) of any remaining Unsubscribed Shares after any purchases made by Foundation pursuant to the Foundation Rights, USV pursuant to the USV Rights and/or KPCB pursuant to the KPCB right set forth in Section 4.3(a)(ii); provided, further, that during the 50/50 Period, each of USV and KPCB shall be required to assign all or any portion of, as applicable, any respective unexercised right pursuant to this Section 4.3(a)(iv) in connection with a particular sale by the Company of Unsubscribed Shares to the other party until either the USV 12% Termination Threshold is first attained or the KPCB 9% Termination Threshold is first attained, as the case may be. (v) Fifth, at all times after Foundation first attains the Foundation 15% Termination Threshold and USV first attains the USV 12% Termination Threshold, and until such time as KPCB first attains the KPCB 9% Termination Threshold, KPCB shall have the right, but not the obligation, to elect to purchase all of the remaining Unsubscribed Shares not otherwise acquired by it pursuant to Section 4.3(a)(ii) and Section 4.3(a)(iv) or Foundation pursuant to the Foundation Rights or USV pursuant to the USV Rights (all of the rights of KPCB set forth in Section 4.3(a)(ii), Section 4.3(a)(iv) and Section 4.3(a)(v) are referred to as the “KPCB Rights”). (vi) (A) The Foundation Rights described in this Section 4.3(a) shall terminate immediately and be of no further force or effect upon Foundation first attaining the Foundation 15% Termination Threshold, (B) the USV Rights described in this Section 4.3(a) shall terminate immediately upon USV first attaining the USV 12% Termination Threshold and (C) the KPCB Rights described in this Section 4.3(a) shall terminate immediately upon KPCB first attaining the KPCB 9% Threshold and no parties’ rights under this Section 4.3(a) will revive if such party’s percentage holdings of Equity Securities shall subsequently decline below the applicable threshold; provided that, for the avoidance of doubt, in no event shall the foregoing preclude any such party from assigning any unexercised right to purchase Unsubscribed Shares in accordance with the terms of Sections 4.3(a)(i) through 4.3(a)(iv) . (vii) For the avoidance of doubt, the rights of first offer of Foundation, USV and KPCB described in this Section 4.3 shall be senior to the rights of the Major Investors set forth in Section 4.3(b) below. (b) Subject to the Foundation Rights, the USV Rights and the KPCB Rights described in Section 4.3(a), if not all of the Major Investors elect to purchase their pro rata share of the Equity SecuritiesSecurities offered by the Company pursuant to Section 4.2, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed shares. Each such any Unsubscribed Shares not otherwise purchased by Foundation, USV or KPCB pursuant to Section 4.3(a) on a pro rata basis; provided, however, that solely to the extent that the Foundation Rights, the USV Rights and the KPCB Rights set forth in Section 4.3(a) apply to an issuance of Equity Securities, neither Foundation, USV nor KPCB shall have the right to purchase any Equity Securities pursuant to this Section 4.3(b) (it being understood that, if Foundation, USV or KPCB waives its rights under Section 4.3(a) or until the Foundation Rights, the USV Rights and the KPCB Rights, respectively, do not apply to an issuance of Equity Securities, Foundation, USV and/or KPCB, respectively, shall be treated as a Major Investor shall be entitled pursuant to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securitiesthis Section 4.3(b)). The Major Investors shall have ten five (105) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesUnsubscribed Shares. If the Major Investors fail to exercise in full the rights of first refusal, the The Company shall have sixty ninety (6090) days thereafter to sell the Equity Securities in respect of which the Major Investors’ ’, Foundation’s, USV’s and KPCB’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within sixty ninety (6090) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above. (c) For purposes of this Section 4, the term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security of the Company (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security of the Company and (iv) any such warrant or right.

Issuance of Equity Securities to Other Persons. If not all of the Major Series C Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Series C Investors who do so elect exercise such rights and shall offer such Major Series C Investors the right to acquire such unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Series C Investors shall have ten five (105) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the such unsubscribed shares. If the Major Series C Investors fail to exercise in full the rights of first refusal, the Company shall have sixty (60) days thereafter to sell complete the sale of the Equity Securities in respect of which the Major Series C Investors’ ' rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s 's notice to the Major Series C Investors pursuant to Section 4.2 10.2 hereof. If the Company has not sold such all of these Equity Securities within such sixty (60) days of the notice provided pursuant to Section 4.2days, the Company shall not thereafter issue or sell any of such Equity Securities, without first offering such securities to the Major Series C Investors in the manner provided above. In the event that only one of the Series C Investors executes this Agreement, the immediately preceding paragraph of this Section 10.3 shall not apply, and the following paragraph shall be substituted in its place: If the Series C Investor fails to exercise in full the rights of first refusal, the Company shall have sixty (60) days thereafter to complete the sale of the Equity Securities in respect of which the Series C Investor's rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company's notice to the Series C Investor pursuant to Section 10.2 hereof. If the Company has not sold all of these Equity Securities within such sixty (60) days, the Company shall not thereafter issue or sell any of such Equity Securities, without first offering such securities to the Series C Investor in the manner provided above.

Issuance of Equity Securities to Other Persons. If (a) Each of Foundation Capital VI, L.P. and its Affiliates (“Foundation”), USV and KPCB shall have the right, but not the obligation, to elect to purchase or acquire, in addition to its pro rata share, the Equity Securities, if any, for which other Major Investors were entitled to subscribe but that were not subscribed for, or purchased (the “Unsubscribed Shares”), by such Major Investors pursuant to Section 4.2, as follows: (i) First, until such time as Foundation first holds Equity Securities representing at least twelve percent (12%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to Foundation exercising its rights of first refusal pursuant to the Co-Sale Agreement or right of first offer rights hereunder (the “Foundation 12% Target Threshold”), Foundation shall have the right, but not the obligation, to elect to purchase or acquire up to all of the Unsubscribed Shares; provided, in the event that Foundation fails to exercise in full its right of first offer under this Section 4.3(a)(i) with respect to a particular sale by the Company of Unsubscribed Shares and (A) USV has not yet attained the USV 9% Target Threshold, then Foundation shall be required to assign all or any portion of, as applicable, any unexercised right in connection with such particular sale by the Company of Unsubscribed Shares to USV until USV has attained the USV 9% Target Threshold, (B) USV has attained the 9% Target Threshold at the time of, or as a result of, any assignment pursuant to Section 4.3(a)(i)(A) above, Foundation shall be required to assign all or any portion of, as applicable, any unexercised right in connection with such particular sale by the Company of Unsubscribed Shares to USV and KPCB (on an equal basis) until either the USV 12% Termination Threshold is first attained or the KPCB 9% Termination Threshold is first attained, as the case may be, and (C) USV has attained the 12% Termination Threshold at the time of, or as a result of, any assignment(s) pursuant to Sections 4.3(a)(i)(A) and/or 4.3(a)(i)(B) above, Foundation shall be required to assign any unexercised right in connection with such particular sale by the Company of Unsubscribed Shares to KPCB until the KPCB 9% Termination Threshold is first attained; provided further, that if USV fails to exercise in full its right of first offer under Sections 4.3(a)(i)(A) or 4.3(a)(i)(B) with respect to a particular sale by the Company of Unsubscribed Shares, USV shall be required to assign any unexercised right in connection with a particular sale by the Company of Unsubscribed Shares to KPCB until the KPCB 9% Termination Threshold is first attained, and if KPCB fails to exercise in full its right of first offer under Section 4.3(a)(i)(B) with respect to a particular sale by the Company of Unsubscribed Shares KPCB shall be required to assign any unexercised right in connection with a particular sale by the Company of Unsubscribed Shares to USV until the USV 12% Termination Threshold is first attained. (ii) Second, at all times after Foundation first attains the Foundation 12% Target Threshold and (A) until such time as Foundation first holds Equity Securities representing at least fifteen percent (15%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to Foundation exercising its rights of first refusal pursuant to the Co-Sale Agreement or preemptive rights hereunder (the “Foundation 15% Termination Threshold”)(such period of time being the “33/33/33 Period”), Foundation shall have the right, but not the obligation, to elect to purchase up to thirty three and one third percent (33.33%) of any remaining Unsubscribed Shares available after any purchase made by Foundation pursuant to Section 4.3(a)(i) (the rights of Foundation set forth in Section 4.3(a)(i) and Section 4.3(a)(ii) are referred to as the “Foundation Rights”), (B) until such time as USV holds Equity Securities representing at least twelve percent (12%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to USV exercising its rights of first refusal pursuant to the Co-Sale Agreement or preemptive rights hereunder (the “USV 12% Termination Threshold”), USV shall have the right, but not the obligation, to purchase to up to thirty three and one third percent (33.33%) of any remaining Unsubscribed Shares after any purchase made by Foundation pursuant to Section 4.3(a)(i) and (C) until such time as KPCB holds Equity Securities representing at least nine percent (9%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to KPCB exercising its rights of first refusal pursuant to the Co-Sale Agreement or preemptive rights hereunder (the “KPCB 9% Termination Threshold”), KPCB shall have the right, but not the obligation, to purchase to up to thirty three and one third percent (33.33%) of any remaining Unsubscribed Shares after any purchase made by Foundation pursuant to Section 4.3(a)(i); provided, further, that during the 33/33/33 Period, each of Foundation, USV and KPCB shall be required to assign all or any portion of, as applicable, any respective unexercised right pursuant to this Section 4.3(a)(ii) in connection with a particular sale by the Company of Unsubscribed Shares to the other two parties on an equal basis until either the Foundation 15% Termination Threshold, the USV 12% Termination Threshold or the KPCB 9% Termination Threshold is first attained, as the case may be, and thereafter, each of Foundation, USV and KPCB shall be required to assign all or any portion of, as applicable, any respective unexercised right pursuant to this Section 4.3(a)(ii) in connection with a particular sale by the Company of Unsubscribed Shares to the final remaining party until the Foundation 15% Termination Threshold, the USV 12% Termination Threshold or the KPCB 9% Termination Threshold is first attained, as the case may be. (iii) Third, at all times after the Foundation 15% Termination Threshold is first attained and until such time as USV first holds Equity Securities representing at least nine percent (9%) of the fully-diluted capitalization of the Company, including securities of the Company purchased or acquired (or to be purchased or acquired) pursuant to USV exercising its rights of first refusal pursuant to the Co-Sale Agreement or right of first offer rights hereunder (the “USV 9% Target Threshold”), USV shall have the right, but not the obligation, to elect to purchase any remaining Unsubscribed Shares available after any purchases made by Foundation pursuant to the Foundation Rights, and/or KPCB pursuant to the KPCB right set forth in Section 4.3(a)(ii), and/or USV and pursuant to the USV right set forth in Section 4.3(a)(ii); provided, further, USV shall be required to assign any unexercised right pursuant to this Section 4.3(a)(iii) in connection with a particular sale by the Company of Unsubscribed Shares to KPCB until the KPCB 9% Termination Threshold is first attained. (iv) Fourth, at all times after the Foundation 15% Termination Threshold is first attained and after the USV 9% Target Threshold is first attained and (A) until such time as the USV 12% Termination Threshold is first attained (such period of time being the “50/50 Period”), USV shall have the right, but not the obligation, to elect to purchase up to fifty percent (50%) of any remaining Unsubscribed Shares available after any purchases made by Foundation pursuant to the Foundation Rights and/or KPCB pursuant to the KPCB right set forth in Section 4.3(a)(ii) and/or the USV right set forth in Section 4.3(a)(ii) and Section 4.3(a)(iii) (all of the rights of USV set forth in Section 4.3(a)(ii), Section 4.3(a)(iii) and Section 4.3(a)(iv) are referred to as the “USV Rights”) and (B) until the KPCB 9% Termination Threshold is first attained, KPCP shall have the right, but not the obligation, to purchase to up to fifty percent (50%) of any remaining Unsubscribed Shares after any purchases made by Foundation pursuant to the Foundation Rights, USV pursuant to the USV Rights and/or KPCB pursuant to the KPCB right set forth in Section 4.3(a)(ii); provided, further, that during the 50/50 Period, each of USV and KPCB shall be required to assign all or any portion of, as applicable, any respective unexercised right pursuant to this Section 4.3(a)(iv) in connection with a particular sale by the Company of Unsubscribed Shares to the other party until either the USV 12% Termination Threshold is first attained or the KPCB 9% Termination Threshold is first attained, as the case may be. (v) Fifth, at all times after Foundation first attains the Foundation 15% Termination Threshold and USV first attains the USV 12% Termination Threshold, and until such time as KPCB first attains the KPCB 9% Termination Threshold, KPCB shall have the right, but not the obligation, to elect to purchase all of the remaining Unsubscribed Shares not otherwise acquired by it pursuant to Section 4.3(a)(ii) and Section 4.3(a)(iv) or Foundation pursuant to the Foundation Rights or USV pursuant to the USV Rights (all of the rights of KPCB set forth in Section 4.3(a)(ii), Section 4.3(a)(iv) and Section 4.3(a)(v) are referred to as the “KPCB Rights”). (A) The Foundation Rights described in this Section 4.3(a) shall terminate immediately and be of no further force or effect upon Foundation first attaining the Foundation 15% Termination Threshold, (B) the USV Rights described in this Section 4.3(a) shall terminate immediately upon USV first attaining the USV 12% Termination Threshold and (C) the KPCB Rights described in this Section 4.3(a) shall terminate immediately upon KPCB first attaining the KPCB 9% Threshold and no parties’ rights under this Section 4.3(a) will revive if such party’s percentage holdings of Equity Securities shall subsequently decline below the applicable threshold; provided that, for the avoidance of doubt, in no event shall the foregoing preclude any such party from assigning any unexercised right to purchase Unsubscribed Shares in accordance with the terms of Sections 4.3(a)(i) through 4.3(a)(iv) . (vii) For the avoidance of doubt, the rights of first offer of Foundation, USV and KPCB described in this Section 4.3 shall be senior to the rights of the Major Investors set forth in Section 4.3(b) below. (b) Subject to the Foundation Rights, the USV Rights and the KPCB Rights described in Section 4.3(a), if not all of the Major Investors elect to purchase their pro rata share of the Equity SecuritiesSecurities offered by the Company pursuant to Section 4.2, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed shares. Each such any Unsubscribed Shares not otherwise purchased by Foundation, USV or KPCB pursuant to Section 4.3(a) on a pro rata basis; provided, however, that solely to the extent that the Foundation Rights, the USV Rights and the KPCB Rights set forth in Section 4.3(a) apply to an issuance of Equity Securities, neither Foundation, USV nor KPCB shall have the right to purchase any Equity Securities pursuant to this Section 4.3(b) (it being understood that, if Foundation, USV or KPCB waives its rights under Section 4.3(a) or until the Foundation Rights, the USV Rights and the KPCB Rights, respectively, do not apply to an issuance of Equity Securities, Foundation, USV and/or KPCB, respectively, shall be treated as a Major Investor shall be entitled pursuant to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securitiesthis Section 4.3(b)). The Major Investors shall have ten five (105) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesUnsubscribed Shares. If the Major Investors fail to exercise in full the rights of first refusal, the The Company shall have sixty ninety (6090) days thereafter to sell the Equity Securities in respect of which the Major Investors’ ’, Foundation’s, USV’s and KPCB’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within sixty ninety (6090) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above. (c) For purposes of this Section 4, the term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security of the Company (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security of the Company and (iv) any such warrant or right.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect (the “Fully-Exercising Investors”) and shall offer such Major Fully-Exercising Investors the right to acquire such unsubscribed shares. Each such Major Investor shall be entitled to acquire a proportion of such unsubscribed shares equal to (a) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by such Major Investor immediately prior to the issuance of such Equity Securities to (b) the total number of outstanding shares of Common Stock issued or issuable upon the conversion of Preferred Stock held by all such Major Investors immediately prior to the issuance of such Equity Securities. The Major Fully-Exercising Investors shall have ten (10) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares; provided, that if the Fully-Exercising Investors elect to purchase in the aggregate more than 100% of the aggregate number of such Shares, the number of such Shares sold to each Fully-Exercising Investor shall be reduced proportionately in accordance with each electing Fully-Exercising Investor’s respective pro-rata share, which for this purpose shall mean the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held by all Fully-Exercising Investors electing to purchase such available Shares (in such cases, assuming full conversion and exercise of all convertible or exercisable securities). If the Major Investors fail to exercise in full the rights of first refusal, the Company shall have sixty ninety (6090) days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a no less than the price and upon other general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof4.2. If the Company has not sold such Equity Securities within sixty ninety (6090) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.