Common use of Private Placement Right Clause in Contracts

Private Placement Right. In the event that (i) the Investor is not entitled to purchase a number of shares of Common Stock in the Qualified Initial Public Offering that is equal to or greater than the number of Adjusted Investor Maximum Allocated Shares (determined in accordance with Section 1.2) because any such purchase is prevented, in whole or in part, by operation of Section 1.6 above, or (ii) the number of Adjusted Investor Maximum Allocated Shares is less than the Allocation Minimum, then in either case, the Investor shall instead have the right, but not the obligation (so long as the Investor is an “accredited investor” within the meaning of Rule 501 under the Act) to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (a “Private Placement”), a number of shares of Common Stock as shall equal the difference between (x) the number of Investor Maximum Allocated Shares and (y) the number of shares of Common Stock that the Investor actually purchases in the Qualified Initial Public Offering (the “Private Placement Shares”), at a price per share equal to the price to the public in the Qualified Initial Public Offering. In the event that any such right of the Investor to purchase shares in the Private Placement arises, the Company shall deliver written notice to the Investor containing all of the information required to be included in an Offering Notice pursuant to Section 1.3 hereto, as well as, in the event such right arose pursuant to clause (i) of Section 1.6, a summary of the basis for the Company’s conclusion that there would be any conflict with any Securities Laws and Regulations or other legal impediment or legal requirement which would prevent or materially delay the consummation of or unreasonably interfere with either the Qualified Initial Public Offering or the purchase shares of Common Stock as contemplated in Sections 1.1 through 1.5 hereof (the “Private Placement Notice”). The Investor shall inform the Company in writing of its desire to purchase all of the Private Placement Shares or not to participate in the Private Placement at all. If the Investor does not so inform the Company within five business days following the date of the Private Placement Notice, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of securities counsel for the Company and concurred in by counsel for the managing underwriters, be deemed invalid as a private placement under the Act for any reason (including but not limited to by reason of the doctrine of “integration” with the Qualified Initial Public Offering) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified Initial Public Offering, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith. The Investor shall be entitled to apportion the rights granted pursuant to this Section 1.7 among itself and its partners, Affiliates and other aforementioned persons in such proportions as it deems appropriate.

Private Placement Right. In Notwithstanding the provisions of Section ----------------------- 2.3, in the event that (i) the Investor is not entitled to purchase a number Qualified IPO occurs within one (1) year from the date of shares of Common Stock in the Qualified Initial Public Offering that is equal to or greater than the number of Adjusted Investor Maximum Allocated Shares (determined in accordance with Section 1.2) because any such purchase is prevented, in whole or in part, by operation of Section 1.6 abovethis Agreement, or (ii) the number rights of Adjusted Investor Maximum Allocated Shares is less than the Allocation Minimum, then in either case, the Investor shall instead have the right, but not the obligation (so long as the Investor is an “accredited investor” within the meaning of Rule 501 under the Act) to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (a “Private Placement”), a number of shares of Common Stock as shall equal the difference between (x) the number of Investor Maximum Allocated Shares and (y) the number of shares of Common Stock that the Investor actually purchases participation in the Qualified Initial Public Offering (IPO of the “Private Placement Shares”)IPO Holders has been waived in accordance with Section 2.3(b) hereof, at a price per share equal then the Company agrees to sell to the price to IPO Holders securities of the public Company at fair market value at the time of their issuance (as determined in the good faith judgment of the Board of Directors) in a private placement that as closely as practicable approximates the economic benefit of the rights of participation in the Qualified Initial Public OfferingIPO (the "Private Placement Right"). In the event that any such right of the Investor to purchase shares in the Private Placement arises, the Company shall deliver written notice to the Investor containing all of the information required to be included in an Offering Notice pursuant to Section 1.3 hereto, as well as, in the event such right arose pursuant to clause (i) of Section 1.6, a summary of the basis for the Company’s conclusion that there would be any conflict with any Securities Laws and Regulations or other legal impediment or legal requirement which would prevent or materially delay the consummation of or unreasonably interfere with either the Qualified Initial Public Offering or the purchase shares of Common Stock as contemplated in Sections 1.1 through 1.5 hereof (the “Private Placement Notice”). The Investor shall inform the Company in writing of its desire to purchase all exercise of the Private Placement Shares or not to participate Right results in the Private Placement at all. If IPO Holders purchasing restricted securities, no illiquidity discount shall be applied in determining the Investor does not so inform economic benefit provided and the Company within five business days following the date of the Private Placement Notice, then the Private Placement shall not occur be required to register the resale of such restricted securities other than pursuant to the registration rights granted in Section 1.5, 1.6 and the Company1.7 of this Agreement; provided, on the one handhowever, and the Investor, on the other hand, that such securities shall have no liability or obligation to one another in connection therewithbe deemed Registrable Securities hereunder. Notwithstanding anything to the contrary contained in this Agreementforegoing, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of securities counsel for the Company and concurred in by counsel for the managing underwriters, be deemed invalid as a private placement under the Act if for any reason (including but not limited the Company is advised by legal counsel, the SEC, the National Association of Securities Dealers, Inc., the Nasdaq Stock Market, Inc. or any other regulatory body, or any of their staffs, that the offering or sale of securities to by reason the IPO Holders as described in this Section 2.5 is contrary to any federal or state securities laws or the rules or regulations of the doctrine SEC, the National Association of “integration” with Securities Dealers, Inc., the Qualified Initial Public Offering) Nasdaq Stock Market, Inc. or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment regulatory body or legal requirement their staffs, the IPO Holders agree that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified Initial Public Offering, then the their Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith. The Investor Right shall be entitled to apportion deemed waived without any further action by the rights granted pursuant to this Section 1.7 among itself and its partners, Affiliates and other aforementioned persons in such proportions as it deems appropriateIPO Holders.

Private Placement Right. In Notwithstanding the event that (i) the Investor is not entitled to purchase a number of shares of Common Stock in the Qualified Initial Public Offering that is equal to or greater than the number of Adjusted Investor Maximum Allocated Shares (determined in accordance with Section 1.2) because any such purchase is prevented, in whole or in part, by operation of Section 1.6 above, or (ii) the number of Adjusted Investor Maximum Allocated Shares is less than the Allocation Minimum, then in either case, the Investor shall instead have the right, but not the obligation (so long as the Investor is an “accredited investor” within the meaning of Rule 501 under the Act) to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (a “Private Placement”), a number of shares of Common Stock as shall equal the difference between (x) the number of Investor Maximum Allocated Shares and (y) the number of shares of Common Stock that the Investor actually purchases in the Qualified Initial Public Offering (the “Private Placement Shares”), at a price per share equal to the price to the public in the Qualified Initial Public Offering. In the event that any such right of the Investor to purchase shares in the Private Placement arises, the Company shall deliver written notice to the Investor containing all of the information required to be included in an Offering Notice pursuant to Section 1.3 hereto, as well asforegoing, in the event such right arose pursuant to clause that, (i) by reason of the provisions of Section 1.61 above, a summary of the basis for the Company’s conclusion that there would be any conflict with any Securities Laws and Regulations or other legal impediment or legal requirement which would prevent or materially delay the consummation of or unreasonably interfere with either the Qualified Initial Public Offering IPO or the purchase of Directed Shares as contemplated in Section 1 above or (ii) the IPO shall occur within one year of the date hereof, neither Crosslink nor TCV shall have any rights under Section 1 above and each of Crosslink and TCV (so long as such Investor is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended (the "Securities Act")) shall be entitled to purchase or direct to any of the Investor Affiliates (so long as each of such Investor Affiliates to whom Crosslink or TCV, respectively, so directs any shares is an "accredited investor" within the meaning of Rule 501 under the Securities Act), in a separate private placement that may be conducted, in whole or in part, concurrently with the IPO (the "Private Placement"), up to a number of shares of Common Stock as contemplated in Sections 1.1 through 1.5 hereof (the “"Private Placement Notice”Shares"), at the same net price (net of underwriting discounts and commissions in the IPO) as shall equal the number of Directed Shares. The Investor shall inform the Company in writing of its desire to purchase all of the Private Placement Shares or not shall be deemed to participate in be "Restricted Stock" pursuant to the Private Placement at all. If the Investor does not so inform the Company within five business days following the date terms of the Private Placement Notice, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewithRegistration Rights Agreement. Notwithstanding anything Anything herein to the contrary contained in this Agreementnotwithstanding, (i) in the event that any such a Private Placement would, in the Company’s reasonable judgment, based on the advice of securities counsel for the Company and concurred in by counsel for the managing underwriters, would be deemed invalid as a private placement under the Securities Act for any reason (including but not limited to by reason of the doctrine of “"integration” " with the Qualified Initial Public OfferingIPO) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified Initial Public OfferingIPO, then the Private Placement Company, Crosslink and TCV shall not occur negotiate in good faith and agree to an alternative private placement of securities of the Company, with such alternative private placement to be for such securities, to close at such time and to be on such other terms and conditions as shall carry out to the one hand, extent reasonably practicable the intended purpose and intent of this Section 2 without being invalid as a private placement under the Investor, on Securities Act for any reason (including but not limited to by reason of the doctrine of "integration" with the IPO) or otherwise conflicting with any Securities Laws or giving rise to any other hand, shall have no liability legal impediment or obligation to one another in connection therewith. The Investor requirement that would prevent or materially delay the consummation of or unreasonably interfere with the IPO; (ii) the closing of any Private Placement or any alternative private placement under this Section 2 shall be entitled conditioned, in any event, upon the completion of the IPO; and (iii) the Company may withdraw any registration statement for an IPO at any time without thereby incurring any liability to apportion any of Crosslink, TCV or the rights granted pursuant to this Section 1.7 among itself and its partners, Affiliates and other aforementioned persons in such proportions as it deems appropriateInvestor Affiliates.

Private Placement Right. In the event that (i) the Investor is not entitled to purchase a number of shares of Common Stock in the Qualified Initial Public Offering IPO that is equal to or greater than the number of Adjusted Investor Maximum Allocated Shares (determined in accordance with Section 1.22.2) because any such purchase is prevented, in whole or in part, by operation of Section 1.6 2.6 above, or (ii) the number of Adjusted Investor Maximum Allocated Shares is less than the Allocation MinimumInvestor Allocated Shares, then in either case, the Investor shall instead have the right, but not the obligation (so long as the Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act) to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (a “Private Placement”), a number of shares of Common Stock as shall equal the difference between (x) the number of Investor Maximum Allocated Shares and (y) the number of shares of Common Stock that Investor is actually provided the opportunity to purchase (provided such number is lesser than the number of Investor actually purchases Allocated Shares) in the Qualified Initial Public Offering IPO (the “Private Placement Shares”), at a price per share equal to the price to the public in the Qualified Initial Public OfferingIPO. In the event that any such right of the Investor to purchase shares in the Private Placement arises, the Company shall deliver written notice to the Investor containing all of the information required to be included in an Offering Notice pursuant to Section 1.3 2.3 hereto, as well as, in the event such right arose pursuant to clause (i) of Section 1.62.6, a summary of the basis for the Company’s conclusion that there would be any conflict with any Securities Laws and Regulations or other legal impediment or legal requirement which would prevent or materially delay the consummation of or unreasonably interfere with either the Qualified Initial Public Offering IPO or the purchase shares of Common Stock as contemplated in Sections 1.1 2.1 through 1.5 2.5 hereof (the “Private Placement Notice”). The Investor shall inform the Company in writing of its desire to purchase any or all of the Private Placement Shares (which indication of interest may be expressly made dependent on valuation and the pricing of the offering) or not to participate in the Private Placement at all. If the Investor does not so inform the Company within five ten (10) business days following the date of the Private Placement Notice, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of securities counsel for the Company and concurred in by counsel for the managing underwriters, be deemed invalid as a private placement under Section 4(a)(2) of the Securities Act for any reason (including but not limited to by reason of the doctrine of “integration” with the Qualified Initial Public OfferingIPO) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified Initial Public OfferingIPO, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith. The Investor shall be entitled to apportion the rights granted pursuant to this Section 1.7 2.7 among itself and its partners, Affiliates and other aforementioned persons in such proportions as it deems appropriate.