Common use of Ownership of Subject Shares Clause in Contracts

Ownership of Subject Shares. (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except for to the extent of any Subject Shares Transferred acquired after the date hereof in accordance with Section 5.01(which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such VC Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) a party obligating such Shareholder to Transfer or cause to be Transferred, any of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, such Stockholder is, and (a) Except for except with respect to any Subject Shares Transferred after the date hereof in accordance with Section 5.011.2 hereof) at all times during the term of this Agreement will be, a beneficial owner of, and such Stockholder or another Stockholder has, and will have, good and valid title to, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC ShareholderStockholder’s Subject Shares with no restrictions on such Stockholder’s rights of disposition pertaining thereto other than any restrictions under applicable securities laws or in connection with the arrangements described on Annex I. Other than as provided in this Agreement, such Stockholder has, and has good (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Stockholder’s Subject Shares, either (i) the sole power, directly or indirectly, to vote and marketable title to dispose of such Subject Shares free and clear of any Liensor (ii) the shared power together with one or more other Stockholders, claimsdirectly or indirectly, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or and dispose of such Subject Shares, and to issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights other than any limitations, qualifications restrictions in connection with the arrangements described on Annex I, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. None of such Stockholder’s Subject Shares are held in an account that would allow a third party to lend out such Subject Shares on any securities lending market or otherwise. Other than any shares of GeoMet Common Stock or GeoMet Preferred Stock underlying GeoMet equity awards (other than GeoMet restricted stock), except the number of shares of GeoMet Common Stock or GeoMet Preferred Stock set forth on Annex I opposite the name of such Stockholder are the only shares of GeoMet Common Stock or GeoMet Preferred Stock beneficially owned by such Stockholder as of the date of this Agreement. Other than the Subject Shares and any shares of GeoMet Common Stock or GeoMet Preferred Stock underlying GeoMet equity awards (other than GeoMet restricted stock) (the number of which is set forth opposite the name of such Stockholder on Annex I under the heading “Shares Subject to GeoMet Equity Awards (other than GeoMet Restricted Stock)”) or as set forth herein on Annex I, as of the date hereof such Stockholder does not own any shares of GeoMet Common Stock or pursuant GeoMet Preferred Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of GeoMet and has no interest in or voting rights with respect to any applicable restrictions on transfer under the Securities Actsecurities of GeoMet. Except for any vesting restrictions with respect to GeoMet restricted stock or any agreements or arrangements in connection with the Investor pursuant arrangements set forth on Annex I, there are no agreements or arrangements of any kind, contingent or otherwise, to this Agreementwhich such Stockholder is a party obligating such Stockholder to Transfer or cause to be Transferred to any Person other than a Stockholder any of such Stockholder’s Subject Shares. Except as set forth on Annex I, no Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such VC ShareholderStockholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder The Stockholder is the beneficial and/or record owner (as defined in Rule 13d-3 promulgated under the Exchange Actspecified on Schedule A) of such VC Shareholder’s Subject Shares of, and has good and marketable title to such to, the Subject Shares free and clear of all Encumbrances. Other than as provided in this Agreement, the Stockholder has with respect to the Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise, exchange and convert, as applicable, the Subject Shares, and to demand or waive any Liensappraisal or dissenters’ rights or issue instructions pertaining to the Subject Shares with respect to the matters set forth in this Agreement, claimsin each case with no limitations, options, qualifications or restrictions on such rights, understandings and, as such, has the complete and exclusive power to, directly or indirectly: (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 3; (ii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights with respect to the Subject Shares. The number of shares of the Company Common Stock set forth on Schedule A opposite the name of the Stockholder are the only shares of Company Common Stock owned beneficially and/or of record (as specified on Schedule A) by the Stockholder. Other than the Subject Shares and any shares of Company Common Stock that are the subject of unexercised Company Options or Company Restricted Stock Units held by the Stockholder (the number of which is set forth opposite the name of the Stockholder on Schedule A), the Stockholder does not own any shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as provided in this Agreement, there are no agreements or arrangements of any kind, contingent or any other encumbrancesotherwise, limitations to which the Stockholder is a party obligating the Stockholder to Transfer or restrictions whatsoever (including, but not limited tocause to be Transferred, any restriction on of the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s the Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, such Stockholder is, and (a) Except for except with respect to any Subject Shares Transferred in accordance with Section 7(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the beneficial owner of, and have good and marketable title to, such Subject Shares with no restrictions on such Stockholder’s rights of disposition pertaining thereto. Other than as provided in this Agreement (including as set forth on Schedule I hereto), such Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 7(b)) at all times during the Agreement Period will have, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, the Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to the Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights (except as imposed by Applicable Law or pursuant to Company policies and procedures governing trading in the Company’s securities), and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 7(b)) at all times during the Agreement Period will have, the complete and exclusive power to, directly or indirectly, (i) issue (or cause the issuance of) instructions with respect to the matters set forth in this Agreement, (ii) agree to all matters set forth in this Agreement and (iii) demand and waive any applicable appraisal or dissent rights. Except to the extent of any Subject Shares acquired after the date hereof in accordance with Section 5.01(which shall become Subject Shares upon that acquisition), the number of shares of the Company Common Stock set forth on the signature page hereof are the only shares of Company Common Stock beneficially owned by such Stockholder on the date of this Agreement. Other than the Subject Shares, such VC Shareholder is Stockholder does not own any shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares Company and has good and marketable title no interest in or voting rights with respect to such Subject Shares free and clear any securities of the Company. Except as provided in this Agreement, there are no agreements or arrangements of any Lienskind, claimscontingent or otherwise, options, rights, understandings to which Stockholder is a party obligating such Stockholder to Transfer or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited tocause to be Transferred, any restriction on of the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s the Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, such Stockholder is, and (a) Except for except with respect to any Subject Shares Transferred in accordance with Section 7(b) hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, the beneficial owner of, and have good and marketable title to, such Stockholder’s Subject Shares with no restrictions on such Stockholder’s rights of disposition pertaining thereto. Other than as provided in this Agreement, Stockholder has, and (except with respect to any Shares Transferred in accordance with Section 7(b)) at all times during the Agreement Period will have, with respect to such Stockholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with Section 7(b)) at all times during the Agreement Period will have, the complete and exclusive power to, directly or indirectly, (A) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 4, (B) agree to all matters set forth in this Agreement and (C) demand and waive appraisal or dissent rights. Except to the extent of any Subject Shares acquired after the date hereof in accordance with Section 5.01(which shall become Subject Shares upon that acquisition), such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under number of shares of the Exchange Act) Company Common Stock set forth on Schedule A opposite the name of such VC Shareholder’s Stockholder are the only shares of Company Common Stock beneficially owned by such Stockholder on the date of this Agreement. Other than the Subject Shares and any shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs held by such Stockholder (the number of which is set forth opposite the name of such Stockholder on Schedule A), such Stockholder does not own any shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has good and marketable title no interest in or voting rights with respect to such Subject Shares free and clear any securities of the Company. Except as provided in this Agreement, there are no agreements or arrangements of any Lienskind, claimscontingent or otherwise, options, rights, understandings to which such Stockholder is a party obligating Stockholder to Transfer or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited tocause to be Transferred, any restriction on the right to vote or dispose of such Stockholder’s Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC ShareholderStockholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. (a) Except for Subject Shares Transferred after As of the date hereof in accordance with Section 5.01of this Agreement, such VC Shareholder Equityholder is the a beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of of, and such VC ShareholderEquityholder or another Equityholder has good and valid title to, such Equityholder’s Subject Shares with no restrictions on such Equityholder’s rights of disposition pertaining thereto other than any restrictions under applicable securities laws or in connection with the arrangements described on Annex I. Other than as provided in this Agreement, such Equityholder has, with respect to such Equityholder’s Subject Shares, either (i) the sole power, directly or indirectly, to vote and has good and marketable title to dispose of such Subject Shares free and clear of any Liensor (ii) the shared power together with one or more other Equityholder, claimsdirectly or indirectly, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or and dispose of such Subject Shares, and to issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights other than any limitations, qualifications restrictions in connection with the arrangements described on Annex I, and, as such, has the complete and exclusive power, individually or together with one or more other Equityholder, to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 of this Agreement and (b) agree to all matters set forth in this Agreement. None of such Equityholder’s Subject Shares are held in an account that would allow a third party to lend out such Subject Shares on any securities lending market or otherwise. Other than any shares of CST Common Stock or Partnership Units underlying CST or Partnership equity awards (other than CST restricted stock), except the number of shares of CST Common Stock or Partnership Units set forth on Annex I opposite the name of such Equityholder are the only shares of CST Common Stock or Partnership Units beneficially owned by such Equityholder as of the date of this Agreement. Other than the Subject Shares and any shares of CST Common Stock or Partnership Units underlying CST or Partnership equity awards (other than CST restricted stock) (the number of which is set forth opposite the name of such Equityholder on Annex I under the heading “Shares Subject to CST Equity Awards (other than CST Restricted Stock)” and “Units Subject to Partnership Equity Awards”) or as set forth herein on Annex I, as of the date of this Agreement such Equityholder does not own any shares of CST Common Stock or pursuant to Partnership Units or any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation options to purchase or rights to subscribe for or otherwise acquire any securities of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject CST or the Partnership and has no interest in or voting rights with respect to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of CST or the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoingPartnership.

Ownership of Subject Shares. (a) Except for Subject to the extent any Owned Shares or New Shares are Transferred after the date hereof in accordance with Section 5.014.02, such VC Shareholder is the beneficial owner Owned Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) and owned of record by such VC Shareholder’s Subject Shares Holder. Such Holder is the beneficial owner of, and has has, with respect to the Owned Shares, and will have with respect to the New Shares, good and marketable title to such to, the Subject Shares Shares, free and clear of any all Liens, claimsexcept for any Liens created by this Agreement, optionsimposed by applicable securities laws or that would not, rightsindividually or in the aggregate, understandings reasonably be expected to prevent, impair or arrangements interfere with the ability of such Holder to perform its obligations hereunder or consummate the transactions contemplated hereby on a timely basis. Such Holder does not, and will not, beneficially own (within the meaning of Section 13 of the Exchange Act) any Shares other encumbrancesthan the Subject Shares. Except as contemplated by this Agreement, limitations or restrictions whatsoever such Holder has the sole right to vote (including, but not limited to, any restriction on including the right to control such vote as contemplated herein) the Subject Shares, and no Subject Share is subject to any voting trust or other agreement with respect to the voting thereof. Such Holder has the sole right to dispose of such the Subject Shares), except as Shares and the sole power to issue instructions with respect to the matters set forth herein or pursuant herein, and the sole power to any applicable restrictions on transfer under agree to all of the Securities Act. Except for the Investor pursuant to matters set forth in this Agreement, with no restrictions, subject to the applicable securities laws, on its rights of disposition of the Subject Shares. Except as contemplated by this Agreement, (a) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Holder to sell, transfer, pledge, assign, exchange, lend, encumber or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise (collectively, “Transfer”), or cause to be Transferred any Subject Shares or otherwise relating to the Transfer of any Subject Shares and (b) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. (a) Except for Subject to the extent any Owned Shares or New Shares are Transferred after the date hereof in accordance with Section 5.014.02, such VC Shareholder is the beneficial owner Owned Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) and owned of record by such VC Shareholder’s Subject Shares Holder. Such Holder is the beneficial owner of, and has has, with respect to the Owned Shares, and will have with respect to the New Shares, good and marketable title to such to, the Subject Shares Shares, free and clear of any all Liens, claims, options, rights, understandings or arrangements or except for any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to Liens created by this Agreement, no Person has any contractual imposed by applicable securities laws or other right that would not, individually or obligation in the aggregate, reasonably be expected to purchase prevent, impair or otherwise acquire any interfere with the ability of such VC Shareholder’s Holder to perform its obligations hereunder or consummate the transactions contemplated hereby on a timely basis. Such Holder does not, and will not, beneficially own (within the meaning of Section 13 of the Exchange Act) any Shares other than the Subject Shares. Except for as contemplated by this Agreement, none of such VC Shareholder’s Holder has the sole right to vote (including the right to control such vote as contemplated herein) the Subject Shares are Shares, and no Subject Share is subject to any voting agreement, voting trust or other agreement with respect to the voting thereof. Such Holder has the sole right to dispose of the Subject Shares and the sole power to issue instructions with respect to the matters set forth herein, and the sole power to agree to all of the matters set forth in this Agreement, with no restrictions, subject to the applicable securities laws, on its rights of disposition of the Subject Shares. Except as contemplated by this Agreement, (a) there are no agreements or arrangementarrangements of any kind, includingcontingent or otherwise, but not limited toobligating such Holder to sell, any proxytransfer, consent pledge, assign, exchange, lend, encumber or power otherwise dispose of, whether voluntarily, involuntarily, by operation of attorney. law or otherwise (b) Except for collectively, “Transfer”), or cause to be Transferred any Subject Shares acquired after or otherwise relating to the date hereof, other than the Transfer of any Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.and

Ownership of Subject Shares. (a) Except as may be reflected in Schedule A hereto and for Subject Shares Transferred after the date hereof in accordance with Section 5.013.01, such VC Shareholder the Stockholder is the beneficial owner (as defined in Rule 13d-3 promulgated under sole record and Beneficial Owner of the Exchange Act) of such VC ShareholderStockholder’s Subject Shares and has good good, valid and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, including any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act1933 Act or applicable state securities laws. Except for The Stockholder has, and will have at all times during the Investor pursuant to term of this Agreement, the sole right to vote and direct the vote of, and to dispose of and direct the disposition of, the Stockholder’s Subject Shares, and there are no Contracts of any kind, contingent or otherwise, obligating the Stockholder to Transfer (as defined below), or cause to be Transferred, any of the Subject Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholderthe Stockholder’s Subject Shares. Except for this Agreement, none of such VC Shareholderthe Stockholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, including any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC ShareholderA are the only Company Securities or Company Subsidiary Securities Beneficially Owned or owned of record by the Stockholder and the Stockholder’s knowledge after reasonable inquiry, any Affiliates. (c) For purposes of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests inthis Agreement, the Companyterm “Beneficial Owner” shall be interpreted in accordance with the term “beneficial owner” as defined in Rule 13d-3 adopted by the SEC under the 1934 Act; provided that, (ii) securities of without limiting the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any generality of the foregoing, for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which such Person has, at any time during the term of this Agreement, the right to acquire pursuant to any Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time (including the passage of time in excess of 60 days), the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). The terms “Beneficial Ownership,” “Beneficially Own” and “Beneficially Owned” shall have correlative meanings.

Ownership of Subject Shares. (a) Except as may be reflected in Schedule A hereto and for Subject Shares Transferred (as defined below) after the date hereof in accordance with Section 5.01, such VC Shareholder 4.01: (i) each Stockholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) sole record and Beneficial Owner of such VC ShareholderStockholder’s Subject Shares and has good good, valid and marketable title to such Subject Shares Shares, free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, including any restriction on the right to vote or dispose of such Subject Shares), except (x) as set forth herein or herein, (y) pursuant to any applicable restrictions on transfer under the Securities Act. Except for 1933 Act or applicable state securities laws or (z) as may be reflected in the Investor pursuant to Company’s Certificate of Incorporation, as amended or amended and restated; (ii) each Stockholder has, and will have at all times during the term of this Agreement, the sole right to vote and direct the vote of, and to dispose of and direct the disposition of, such Stockholder’s Subject Shares, and there are no contracts of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below), or cause to be Transferred, any of the Subject Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC ShareholderStockholder’s Subject Shares. Except ; and (iii) except for this Agreement, none of such VC ShareholderStockholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, including any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name listed on Schedule AA are the only shares of Company Common Stock or Company Subsidiary Securities Beneficially Owned or owned of record by such Stockholder and the Stockholder’s Affiliates. (c) For purposes of this Agreement, neither the term “Beneficial Owner” shall be interpreted in accordance with the term “beneficial owner” as defined in Rule 13d-3 adopted by the SEC under the 1934 Act; provided that, without limiting the generality of the foregoing, for purposes of determining Beneficial Ownership, a Person shall not be deemed to be the Beneficial Owner of any shares of Company Common Stock which such VC Shareholder norPerson has the right to acquire pursuant to any contract or upon the exercise of conversion rights, exchange rights, warrants, options or otherwise, or upon the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing, unless and until such Person has actually acquired such shares of Company Common Stock upon such exercise, satisfaction, occurrence or combination thereof. The terms “Beneficial Ownership,” “Beneficially Own” and “Beneficially Owned” shall have correlative meanings. For purposes of this Agreement, the term “Affiliate” (i) when used with respect to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates a Person that is an entity (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares a trust), shall have the meaning set forth in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the CompanyMerger Agreement, (ii) securities when used with respect to a Person that is a natural person, shall include such Person’s (A) family members, (B) a trust, the beneficiaries of which include the Company convertible Stockholder or exchangeable intotheir family members and (C) any other Person that, directly or exercisable forindirectly, shares through one or more intermediaries, controls, is controlled by or is under common control with such specified Person or members of capital stock or other voting securities of or ownership interests in the Company or such Person’s family members and (iii) warrantswhen used with respect to a Person that is a trust, callsshall include such Person’s (A) grantor, options or other rights to acquire from the Company (B) trustee, (C) beneficiaries and (D) any family members of the foregoinggrantor, if the grantor is a natural person.

Ownership of Subject Shares. As of the date hereof, the Stockholder is, and (a) Except for except with respect to any Subject Shares Transferred after the date hereof in accordance with Section 5.017.2 or accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, such VC Shareholder is the beneficial and/or record owner (as defined in Rule 13d-3 promulgated under the Exchange Actspecified on Schedule A) of such VC Shareholder’s Subject Shares of, and has have good and marketable title to to, such Stockholder’s Subject Shares free and clear of any all Liens, claims, options, rights, understandings or arrangements or including any other encumbrances, limitations or restrictions whatsoever on such Stockholder’s voting or disposition rights pertaining thereto. Other than as provided in this Agreement, such Stockholder has, and (includingexcept with respect to any Shares Transferred in accordance with Section 7.2 or accepted for payment pursuant to the Offer) at all times during the Agreement Period will have, but not limited towith respect to such Stockholder’s Subject Shares, any restriction on the right sole power, directly or indirectly, to vote or vote, dispose of of, exercise, exchange and convert, as applicable, such Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with Section 7.2 or accepted for payment pursuant to the Offer) at all times during the Agreement Period will have, the complete and exclusive power to, directly or indirectly: (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 4; (ii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), except as the number of shares of the Company Common Stock set forth herein on Schedule A opposite the name of such Stockholder are the only shares of Company Common Stock owned beneficially and/or of record (as specified on Schedule A) by such Stockholder on the date of this Agreement. Other than the Subject Shares and any shares of Company Common Stock that are the subject of unexercised Company Options held by such Stockholder (the number of which is set forth opposite the name of such Stockholder on Schedule A), such Stockholder does not own any shares of Company Common Stock or pursuant any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any applicable restrictions on transfer under securities of the Securities ActCompany. Except for the Investor as provided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Stockholder is a party obligating Stockholder to Transfer or cause to be Transferred, any of such Stockholder’s Subject Shares. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC ShareholderStockholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, such Stockholder is, and (a) Except for except with respect to any Subject Shares Transferred after the date hereof in accordance with Section 5.011.2 hereof) at all times during the term of this Agreement will be, a beneficial owner of, and such Stockholder or another Stockholder has, and will have, good and valid title to, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC ShareholderStockholder’s Subject Shares with no restrictions on such Stockholder’s rights of disposition pertaining thereto other than any restrictions in connection with the arrangements described on Annex I. Other than as provided in this Agreement, such Stockholder has, and has good (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Stockholder’s Subject Shares, either (i) the sole power, directly or indirectly, to vote and marketable title to dispose of such Subject Shares free and clear of any Liensor (ii) the shared power together with one or more other Stockholders, claimsdirectly or indirectly, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or and dispose of such Subject Shares, and to issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights other than any limitations, qualifications restrictions in connection with the arrangements described on Annex I, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. None of such Stockholder’s Subject Shares are held in an account that would allow a third party to lend out such Subject Shares on any securities lending marked or otherwise. Other than any shares of Common Stock underlying Company Equity Awards (other than Company Restricted Stock), except the number of shares of Common Stock set forth on Annex I opposite the name of such Stockholder are the only shares of Common Stock beneficially owned by such Stockholder as of the date of this Agreement. Other than the Subject Shares and any shares of Common Stock underlying Company Equity Awards (other than Company Restricted Stock) (the number of which is set forth opposite the name of such Stockholder on Annex I under the heading “Shares Subject to Company Equity Awards (other than Company Restricted Stock)”) or as set forth herein on Annex I, as of the date hereof such Stockholder does not own any shares of Common Stock or pursuant any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any applicable restrictions on transfer under securities of the Securities ActCompany. Except for any vesting restrictions with respect to Company Restricted Stock or any agreements or arrangements in connection with the Investor pursuant arrangements set forth on Annex I, there are no agreements or arrangements of any kind, contingent or otherwise, to this Agreementwhich such Stockholder is a party obligating such Stockholder to Transfer or cause to be Transferred to any Person other than a Stockholder any of such Stockholder’s Subject Shares. Except as set forth on Annex I, no Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such VC ShareholderStockholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, the Shareholder is, and (a) Except for except with respect to any Subject Shares Transferred after the date hereof in accordance with Section 5.017(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, such VC Shareholder is the beneficial and/or record owner (as defined in Rule 13d-3 promulgated under the Exchange Actspecified on Schedule A) of such VC Shareholder’s Subject Shares of, and has have good and marketable title to to, such Shareholder’s Subject Shares free and clear of all Encumbrances, including any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever on such Shareholder’s voting or disposition rights pertaining thereto. Other than as provided in this Agreement, such Shareholder has, and (includingexcept with respect to any Shares Transferred in accordance with Section 7(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period will have, but not limited towith respect to such Shareholder’s Subject Shares, any restriction on the right sole power, directly or indirectly, to vote or vote, dispose of of, exercise, exchange and convert, as applicable, such Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with Section 7(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period will have, the complete and exclusive power to, directly or indirectly: (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 4; (ii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), except as the number of shares of the Company Common Stock set forth herein on Schedule A opposite the name of such Shareholder are the only shares of Company Common Stock owned beneficially and/or of record (as specified on Schedule A) by such Shareholder on the date of this Agreement. Other than the Subject Shares and any shares of Company Common Stock that are the subject of unexercised Company Options held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Schedule A), such Shareholder does not own any shares of Company Common Stock or pursuant any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any applicable restrictions on transfer under securities of the Securities ActCompany. Except for the Investor as provided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, each Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of such Stockholder’s Subject Shares. Other than as provided in this Agreement, each Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Stockholder’s Subject Shares, the sole power, directly or indirectly, to vote such Subject Shares or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except for to the extent of any Subject Shares Transferred acquired after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s which shall become Subject Shares and has good and marketable title to such upon that acquisition), the Subject Shares free and clear are the only shares of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on Common Stock beneficially owned by a Stockholder as of the right to vote or dispose date of such Subject Shares), except this Agreement. Except as set forth herein on Schedule A, other than the Subject Shares, no Stockholder owns any shares of Common Stock or pursuant any options to purchase or rights to subscribe for or otherwise acquire any securities of Seller and has no interest in or voting rights with respect to any applicable restrictions on transfer under the Securities Actof Seller. Except for the Investor pursuant There are no agreements or arrangements of any kind, contingent or otherwise, to this Agreementwhich any Stockholder is a party obligating a Stockholder to Transfer or cause to be Transferred, no any of a Stockholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC ShareholderStockholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, the Shareholder is, and (a) Except for except with respect to any Subject Shares Transferred in accordance with Section 6(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, the beneficial owner of, and have good and marketable title to, such the Subject Shares with no restrictions on the Shareholder’s rights of disposition pertaining thereto. Other than as provided in this Agreement, the Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 6(b)) at all times during the Agreement Period will have the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, the Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to the Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 6(b)) at all times during the Agreement Period will have, the complete and exclusive power to, directly or indirectly, (A) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 5, (B) agree to all matters set forth in this Agreement and (C) demand and waive any applicable appraisal or dissent rights. Except to the extent of any Subject Shares acquired after the date hereof in accordance with Section 5.01(which shall become Subject Shares upon that acquisition), such VC the number of shares of the Company Common Stock set forth on the signature page hereof are the only shares of Company Common Stock beneficially owned by the Shareholder is on the beneficial owner (as defined in Rule 13d-3 promulgated under date of this Agreement. Other than the Exchange Act) of such VC Shareholder’s Subject Shares and any shares of Company Common Stock that are the subject of unexercised Company Stock Options held by the Shareholder, the Shareholder does not own any shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has good and marketable title no interest in or voting rights with respect to such Subject Shares free and clear any securities of the Company. Except as provided in this Agreement, there are no agreements or arrangements of any Lienskind, claimscontingent or otherwise, options, rights, understandings to which the Shareholder is a party obligating the Shareholder to Transfer or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited tocause to be Transferred, any restriction on of the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s the Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. As of the date hereof, such Stockholder (a) Except for together with such Stockholder’s spouse if such Stockholder is married and the Subject Shares Transferred after constitute community property under applicable Law) is, and at all times during the date hereof in accordance with Section 5.01Agreement Period will be, such VC Shareholder is the record and beneficial owner (for purposes of this Agreement, as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC ShareholderStockholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings Liens and with no restrictions on such Stockholder’s rights of voting or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares)disposition pertaining thereto, except as set forth herein or pursuant to for any applicable restrictions on transfer Transfer under the Securities Act. Except for the Investor pursuant to this Agreementas otherwise disclosed on Schedule I, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither I opposite the name of such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than Stockholder constitute (i) any portfolio company all of any fund entity to which the shares of Company Common Stock held by such VC Shareholder or one Stockholder as of its Affiliates serves as an advisor or the date hereof and (ii) all of the shares of Company Common Stock subject to Company Stock Options held by such Stockholder which are exercisable as of the date hereof or will become exercisable within 60 days thereafter. Other than as set forth or otherwise disclosed on Schedule I (and excluding any individual that may be an Affiliate shares of Company Common Stock subject to Company Stock Options held by such VC Shareholder that owns shares in his/her individual capacity) Stockholder which will become exercisable more than 60 days after the date of this Agreement), as of the date hereof, such Stockholder does not beneficially owns own any (ix) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company, (y) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in the Company, or (iiiz) warrants, calls, options or other rights to acquire from the Company any of capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in the foregoingCompany.

Ownership of Subject Shares. As of the date hereof, the Shareholder is, and (a) Except for except with respect to any Subject Shares Transferred after the date hereof (as defined below) in accordance with Section 5.017(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, such VC Shareholder is the beneficial and/or record owner (as defined in Rule 13d-3 promulgated under the Exchange Actspecified on Schedule A) of such VC Shareholder’s Subject Shares of, and has have good and marketable title to to, such Shareholder’s Subject Shares free and clear of all Encumbrances. Other than as provided in this Agreement, such Shareholder has, and (except with respect to any LiensShares Transferred in accordance with Section 7(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period will have, claimswith respect to such Shareholder’s Subject Shares, optionsthe sole power, rightsdirectly or indirectly, understandings or arrangements or any other encumbrancesto vote, limitations or restrictions whatsoever (includingdispose of, but not limited toexercise, any restriction on the right to vote or dispose of exchange and convert, as applicable, such Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with Section 7(b) or accepted for payment pursuant to the Offer) at all times during the Agreement Period will have, the complete and exclusive power to, directly or indirectly: (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 4; (ii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), except as the number of shares of the Company Common Stock set forth herein on Schedule A opposite the name of such Shareholder are the only shares of Company Common Stock owned beneficially and/or of record (as specified on Schedule A) by such Shareholder on the date of this Agreement. Other than the Subject Shares and any shares of Company Common Stock that are the subject of unexercised Company Options held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Schedule A), such Shareholder does not own any shares of Company Common Stock or pursuant any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any applicable restrictions on transfer under securities of the Securities ActCompany. Except for the Investor as provided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

Ownership of Subject Shares. (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder Seller is the beneficial owner (as defined in Rule 13d-3 promulgated under sole record holder of the Exchange Act) of such VC Shareholder’s Subject Shares and has sole legal and beneficial ownership of, and good and marketable valid title to such to, the Subject Shares. All of the Subject Shares were validly issued to Seller and none of the Subject Shares was issued to Seller in violation of any federal (United States), state or foreign securities law. All of the Subject Shares are free and clear of any Liensclaims, claimsliens, pledges, options, rightssecurity interests, understandings trusts, encumbrances or arrangements other rights or interests of any other encumbrancesPerson. There is no security, limitations or restrictions whatsoever option, warrant, right (including, but not limited towithout limitation, preemptive rights), put, call, subscription agreement, commitment, understanding or claim of any nature whatsoever, fixed or contingent, to which Seller, the Company or the Company Subsidiary is a party or by which Seller, the Company or the Company Subsidiary is bound that directly or indirectly (a) calls for the issuance, sale, pledge, delivery or other disposition of any interests in the Company or the Company Subsidiary or any securities convertible into, or other rights to acquire, any restriction on interests in the right Company or the Company Subsidiary, (b) relates to vote the voting or dispose control of such any interests in the Company or the Company Subsidiary, or (c) obligates Seller, the Company or the Company Subsidiary or any of its respective Affiliates to grant, offer or enter into any of the foregoing. Seller has the absolute and unrestricted right, power, authority and capacity to transfer the Subject Shares)Shares to Buyer and, except as set forth herein or pursuant to any applicable restrictions on transfer under upon the Securities Act. Except for completion of the Investor pursuant to transactions contemplated in this Agreement, no Person has Buyer will become the sole record holder of the Subject Shares and acquire from Seller sole legal and beneficial ownership of, and good and valid title to, the Subject Shares, free and clear of any contractual claims, liens, pledges, options, security interests, trusts, encumbrances or other right rights or obligation to purchase or otherwise acquire interests of any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorneyPerson. (b) The Subject Shares represent all the outstanding equity interests of the Company. Except for any Subject Shares acquired after the date hereoftransactions contemplated by this Agreement, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule Athere are no options, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options rights, commitments or agreements of any character, written or oral, to which the Company or Seller is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. (c) The Company is the sole member of the Company Subsidiary and has sole legal and beneficial ownership of, and good and valid title to, all of the outstanding membership interests of the Company Subsidiary. All of the membership interests of the Company Subsidiary were validly issued to the Company and none of the membership interests was issued to the Company in violation of any federal (United States), state or foreign securities law. All of the membership interests of the Company Subsidiary are free and clear of any claims, liens, pledges, options, security interests, trusts, encumbrances or other rights or interests of any Person. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to acquire from which the Company, Seller or the Company Subsidiary is a party or by which the Company, Seller or the Company Subsidiary is bound obligating the Company, Seller or the Company Subsidiary to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any membership interests or other equity interests of the foregoingCompany Subsidiary or obligating the Company, Seller or the Company Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.

Ownership of Subject Shares. As of the date hereof, such Stockholder (atogether with such Stockholder’s spouse if such Stockholder is married and the Subject Shares constitute community property under applicable Law) Except for is, and (except with respect to any Subject Shares Transferred after the date hereof (as defined below) in accordance with Section 5.013.02) at all times during the Agreement Period will be, such VC Shareholder is the record and beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Shares as set forth opposite the name of such Stockholder on Schedule I hereto (together with any Shares or other Company Securities that may become subject to this Agreement as provided in Section 3.04, including pursuant to any exercise of Company Options or vesting of any Company RSU Awards, the “Subject Shares and has good and marketable title to such Subject Shares Shares”) free and clear of any Liens, claims, options, rights, understandings Liens and with no restrictions on such Stockholder’s rights of voting or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares)disposition pertaining thereto, except as set forth herein or pursuant to for any applicable restrictions on transfer Transfer (as defined below) under the Securities Act. Except for to the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any extent of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereofhereof (which shall become Subject Shares upon that acquisition), other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate I opposite the name of such VC Shareholder that owns shares in his/her individual capacity) Stockholder are the only Shares beneficially owns owned by such Stockholder on the date hereof. Other than as set forth on Schedule I, such Stockholder does not beneficially own any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in the Company, or (iii) warrants, calls, options or other rights to acquire from the Company any Company, or other obligations of the foregoingCompany to issue, any capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in the Company.