SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 6.4
SECOND AMENDED AND RESTATED RIGHT OF
FIRST REFUSAL
AND CO-SALE AGREEMENT
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the ___th day of August, 2017 by and among Kindara Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
WHEREAS, each Key Holder is the beneficial owner of the number of shares of Capital Stock, or of options to purchase Common Stock, set forth opposite the name of such Key Holder on Schedule B;
WHEREAS, the Company and certain of the Investors are parties to the Series A Preferred Stock Purchase Agreement, of even date herewith (the “Purchase Agreement”), pursuant to which the Investors named therein have agreed to purchase shares of the Series A Preferred Stock of the Company, par value $0.00001 per share (“Series A Preferred Stock”); and
WHEREAS, the Key Holders, the Company and the existing Investors desire to further induce such Investors to purchase the Series A Preferred Stock;
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions.
1.1 “Affiliate” means, with respect to any specified Investor, any other Investor who directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, managing member, officer or director of such Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, such Investor.
1.2 “Capital Stock” means (a) shares of Common Stock or Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.
1.3 “Change of Control” means a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.
1.4 “Common Stock” means shares of Common Stock of the Company, par value $0.00001 per share.
1.5 “Company Notice” means written notice from the Company notifying the selling Investor or selling Key Holder, as applicable, that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed StockholderTransfer.
1.6 “Investor Notice” means written notice from an Investor notifying the Company and the selling Investor or selling Key Holder, as applicable, that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Stockholder Transfer.
1.7 “Investors” means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Subsection 6.9, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.11 and any one of them, as the context may require.
1.8 “Key Holders” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.16 and any one of them, as the context may require.
1.9 “Preferred Stock” means the Series Seed Preferred Stock, the Series Seed II Preferred Stock and the Series A Preferred Stock.
1.10 “Proposed Stockholder Transfer” means any bona fide assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Investors or Key Holders.
1.11 “Proposed Transfer Notice” means written notice from an Investor or Key Holder setting forth the terms and conditions of a Proposed Stockholder Transfer.
1.12 “Prospective Transferee” means any person to whom an Investor or Key Holder proposes to make a Proposed Stockholder Transfer.
1.13 “Restated Certificate” means the Company’s Third Amended and Restated Certificate of Incorporation, as amended from time to time.
1.14 “Right of Co-Sale” means the right, but not an obligation, of an Investor to participate in a Proposed Stockholder Transfer on the terms and conditions specified in the Proposed Transfer Notice.
1.15 “Right of First Refusal” means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a Proposed Stockholder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.
| 2 |
1.16 “Secondary Notice” means written notice from the Company notifying the Investors and the selling Investor or selling Key Holder, as applicable, that the Company does not intend to exercise its Right of First Refusal as to all shares of Transfer Stock with respect to any Proposed Stockholder Transfer.
1.17 “Secondary Refusal Right” means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.
1.18 “Series Seed Preferred Stock” means the shares of Series Seed Preferred Stock, par value $0.00001 per share, of the Company.
1.19 “Series Seed II Preferred Stock” means the shares of Series Seed II Preferred Stock, par value $0.00001 per share, of the Company.
1.20 “Transfer Stock” means shares of Capital Stock owned by an Investor or Key Holder, or issued to an Investor or Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).
1.21 “Undersubscription Notice” means written notice from an Investor notifying the Company and the selling Investor or selling Key Holder, as applicable, that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.
2. Agreement Among the Company, the Investors and the Key Holders.
2.1 Right of First Refusal.
(a) Grant. Subject to the terms of Section 3 below, each Investor and each Key Holder hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that such Investor or Key Holder may propose to transfer in a Proposed Stockholder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.
(b) Notice. Each Investor or Key Holder proposing to make a Proposed Stockholder Transfer must deliver a Proposed Transfer Notice to the Company and each Investor not later than forty-five (45) days prior to the consummation of such Proposed Stockholder Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Stockholder Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Stockholder Transfer. To exercise its Right of First Refusal under this Section 2, the Company must deliver a Company Notice to the selling Investor or selling Key Holder, as applicable, within fifteen (15) days after delivery of the Proposed Transfer Notice.
| 3 |
(c) Grant of Secondary Refusal Right to Investors. Subject to the terms of Section 3 below, each Investor and each Key Holder hereby unconditionally and irrevocably grants to the Investors a Secondary Refusal Right to purchase all or any portion of the Transfer Stock not purchased by the Company pursuant to the Right of First Refusal, as provided in this Subsection 2.1(c). If the Company does not intend to exercise its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Stockholder Transfer, the Company must deliver a Secondary Notice to the selling Investor or selling Key Holder, as applicable, and to each Investor to that effect no later than fifteen (15) days after the selling Investor or selling Key Holder, as applicable, delivers the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor must deliver an Investor Notice to the selling Investor or selling Key Holder, as applicable, and the Company within ten (10) days after the Company’s deadline for its delivery of the Secondary Notice as provided in the preceding sentence.
(d) Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Investor or selling Key Holder, as applicable, and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Investor or selling Key Holder, as applicable, of that fact.
(e) Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer Stock, and the selling Investor or selling Key Holder, as applicable, shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2 and 6.9(b); (ii) any future Proposed Stockholder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.
| 4 |
(f) Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Investor or selling Key Holder, as applicable, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Stockholder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.
2.2 Right of Co-Sale.
(a) Exercise of Right. If any Transfer Stock subject to a Proposed Stockholder Transfer is not purchased pursuant to Subsection 2.1 above and thereafter is to be sold to a Prospective Transferee, each respective Investor may elect to exercise its Right of Co-Sale and participate on a pro rata basis in the Proposed Stockholder Transfer as set forth in Subsection 2.2(b) below and, subject to Subsection 2.2(d), otherwise on the same terms and conditions specified in the Proposed Transfer Notice. Each Investor who desires to exercise its Right of Co-Sale (each, a “Participating Investor”) must give the selling Investor or selling Key Holder, as applicable, written notice to that effect within fifteen (15) days after the deadline for delivery of the Secondary Notice described above, and upon giving such notice such Participating Investor shall be deemed to have effectively exercised the Right of Co-Sale.
(b) Shares Includable. Each Participating Investor may include in the Proposed Stockholder Transfer all or any part of such Participating Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Stockholder Transfer by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Stockholder Transfer and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Stockholder Transfer, plus the number of shares of Transfer Stock held by the selling Investor or selling Key Holder, as applicable. To the extent one (1) or more of the Participating Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Stockholder Transfer shall be correspondingly reduced.
| 5 |
(c) Purchase and Sale Agreement. The Participating Investors and the selling Investor or selling Key Holder, as applicable, agree that the terms and conditions of any Proposed Stockholder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Investor or selling Key Holder, as applicable, further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.
(d) Allocation of Consideration.
(i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Investor or selling Key Holder, as applicable, shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Investor or selling Key Holder, as applicable, as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.
(ii) In the event that the Proposed Stockholder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Investor or selling Key Holder, as applicable, in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow, the Purchase and Sale Agreement shall provide that such consideration is allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate.
(e) Purchase by Selling Investor or Key Holder; Deliveries. Notwithstanding Subsection 2.2(c) above, if any Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Participating Investor or Investors or upon the failure to negotiate a Purchase and Sale Agreement reasonably satisfactory to the Participating Investors, no Investor or Key Holder may sell any Transfer Stock to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Investor or Key Holder purchases all securities subject to the Right of Co-Sale from such Participating Investor or Investors on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided in Subsection 2.2(d)(i); provided, however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the selling Investor or selling Key Holder, as applicable, to such Participating Investor or Investors shall be made in accordance with the first sentence of Subsection 2.2(d)(ii). In connection with such purchase by the selling Investor or selling Key Holder, as applicable, such Participating Investor or Investors shall deliver to the selling Investor or selling Key Holder, as applicable, any stock certificate or certificates, properly endorsed for transfer, representing the Capital Stock being purchased by the selling Investor or selling Key Holder (or request that the Company effect such transfer in the name of the selling Investor or selling Key Holder). Any such shares transferred to the selling Investor or selling Key Holder, as applicable, will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the selling Investor or selling Key Holder, as applicable, shall concurrently therewith remit or direct payment to each such Participating Investor the portion of the aggregate consideration to which each such Participating Investor is entitled by reason of its participation in such sale as provided in this Subsection 2.2(e).
| 6 |
(f) Additional Compliance. If any Proposed Stockholder Transfer is not consummated within sixty (60) days after receipt of the Proposed Transfer Notice by the Company, the Investor or Key Holder proposing the Proposed Stockholder Transfer may not sell any Transfer Stock unless they first comply in full with each provision of this Section 2. The exercise or election not to exercise any right by any Investor hereunder shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Subsection 2.2.
2.3 Effect of Failure to Comply.
(a) Transfer Void; Equitable Relief. Any Proposed Stockholder Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).
(b) Violation of First Refusal Right. If any Investor or Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Investor or Key Holder, as applicable, the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.
(c) Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Investor or Key Holder, as applicable, to purchase from such Investor the type and number of shares of Capital Stock that such Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the selling Investor or selling Key Holder, as applicable, not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such selling Investor or selling Key Holder, as applicable, shall also reimburse each Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Subsection 2.2.
| 7 |
3. Exempt Transfers.
3.1 Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 2.1 and 2.2 shall not apply (a) in the case of a selling Investor or selling Key Holder that is an entity, upon a transfer by such Investor or Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from an Investor or Key Holder by the Company at a price no greater than that originally paid by such Investor or Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, or (d) in the case of a selling Investor or selling Key Holder that is a natural person, upon a transfer of Transfer Stock by such Investor or Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Investor or Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Investor or Key Holder or any such family members; provided that in the case of clause(s) (a) or (c), the Investor or Key Holder, as applicable, shall deliver prior written notice to the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as an Investor or Key Holder, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of an Investor or Key Holder, as applicable, with respect to Proposed Stockholder Transfers of such Transfer Stock pursuant to Section 2; and provided further in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.
3.2 Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
3.3 Prohibited Transferees. Notwithstanding the foregoing, no Investor or Key Holder shall transfer any Transfer Stock to (a) any entity which, in the determination of the Company’s Board of Directors, directly or indirectly competes with the Company; or (b) any third party, customer, distributor or supplier of the Company, if the Company’s Board of Directors should determine that such transfer would result in such third party, customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.
| 8 |
4. Legend. Each certificate, instrument, or book entry representing shares of Transfer Stock held by the Investors and Key Holders or issued to any permitted transferee in connection with a transfer permitted by Subsection 3.1 hereof shall be notated with the following legend:
THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.
Each Investor and Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares notated with the legend referred to in this Section 4 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement at the request of the holder.
5. Lock-Up.
5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.
| 9 |
5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period.
6. Miscellaneous.
6.1 Term. This Agreement shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the Company’s IPO; and (b) the consummation of a Deemed Liquidation Event (as defined in the Restated Certificate).
6.2 Stock Split. All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.
6.3 Ownership. Each Key Holder and Investor represents and warrants that such Key Holder or Investor, as applicable, is the sole legal and beneficial owner of the shares of Transfer Stock subject to this Agreement and that no other person or entity has any interest in such shares (other than a community property interest as to which the holder thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).
6.4 Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Denver, Colorado, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings.
The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Colorado or any court of the State of Colorado.
| 10 |
6.5 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereof, as the case may be, or if to an Investor, at its address set forth on the Financing Signature Page (as defined below), or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Company, it shall be addressed to Kindara Inc., 0000 Xxxxxxxx Xxx, Xxxxxxx, XX 00000, Attention: Xxx Xxxxxxxxx, and a copy shall also be sent to Company Counsel LLC, 00 Xxxxx Xxx, Xxxxxxxxxx, XX 00000, Attention: Xxxxx Xxxxxxxx.
6.6 Entire Agreement. This Agreement (including, the Exhibits and Schedules hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.
6.7 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
6.8 Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders, respectively, in the same fashion, (ii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders and (iii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.
| 11 |
6.9 Assignment of Rights.
(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(b) Any successor or permitted assignee of any Key Holder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof, shall deliver to the Company and the Investors, as a condition to any transfer or assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee.
(c) The rights of the Investors hereunder are not assignable without the Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except (i) by an Investor to any Affiliate, or (ii) to an assignee or transferee who acquires at least 470,810shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction), it being acknowledged and agreed that any such assignment, including an assignment contemplated by the preceding clauses (i) or (ii) shall be subject to and conditioned upon any such assignee’s delivery to the Company and the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the assignor of such assignee.
(d) Except in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any circumstances.
| 12 |
6.10 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
6.11 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and thereafter shall be deemed an “Investor” for all purposes hereunder.
6.12 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware.
6.13 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
6.14 Counterparts. This Agreement may be executed in two (2) or more counterparts (including, in the case of the Investors, a financing signature page as attached to the Purchase Agreement (a “Financing Signature Page”)), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
6.15 Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company, the Investors and the Key Holders hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.
6.16 Additional Key Holders. In the event that after the date of this Agreement, the Company issues shares of Common Stock, or options to purchase Common Stock, to any employee or consultant, which shares or options would collectively constitute with respect to such employee or consultant (taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%) or more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), the Company shall, as a condition to such issuance, cause such employee or consultant to execute a counterpart signature page hereto as a Key Holder, and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Key Holder.
[Remainder of Page Intentionally Left Blank]
| 13 |
IN WITNESS WHEREOF, the parties have executed this Right of First Refusal and Co-Sale Agreement as of the date first written above.
| Kindara Inc. | ||
| By: | ||
| Xxx Xxxxxxxxx, Chief Executive Officer | ||
| KEY HOLDERS: | ||
| Xxxxxxx Xxxxx | ||
| Xxxxxxxxx Xxxxxxxx | ||
| SOSventures LLC | ||
| By: | ||
| Xxxx X’Xxxxxxxx, Managing Director | ||
SCHEDULE A
INVESTORS
| Name and Address | |
|
Boston Seed Capital II, LP 000 Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Attn: Xxxxxx X. Stata xxxxxx@xxxxxxxxxx.xxx
|
|
|
62 Mile Ventures LLC 000 X 00xx Xx., 00x Xxx Xxxx, XX 00000 Attn: Xxxxxxxxxxx X. Xxxxxx xxxxxxx@00xxxxxxxxxxxx.xxx
|
|
|
MENA Venture Investments LTD 2304 A, Business Central Towers Dubai Media City, Dubai United Arab Emirates Attn: Fares Ghandour xxxxx@xxx.xx
|
|
|
Goodworks Ventures, LLC X.X. Xxx 00 Xxxxx, XX 00000 Xxxx XxXxx xxxx@xxxxxxxxxxxxxxxxx.xxx
|
|
|
Xxxxxxxx Xxxxx Xxxxxx 000 Xxxxxxx Xxxx Xxxx, Xxx. 00X xxxxxx00@xxx.xxx
|
|
|
Service Provider Capital Fund I, LP 000 00xx Xxxxxx - Xxxxx X - #000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxx xxxxx@xxxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
Accretive Asset Management, Inc. 00000 Xxxxxxx Xxxx Xx. Xxxx, XX 00000 xxxxxxx@xxxxx.xxx
|
|
|
Xxxx X. Xxxxxxxxxxx Trust 000 Xxxxx Xx., #0000 Xxxxxx, XX 00000-0000 xxxxxxxxxxxxx@xxxxxxx.xxx
|
|
|
Xxxxxx Xxxxxx 000 Xxxx Xxxxxx Xx. Xxxxxxxxxx, XX 00000 Xxxxxx.X.Xxxxxx@xxxxxxxxx.xxx
|
|
|
AngelList-Kara-Fund, a series of AngelList-JS-Funds, LLC X.X. Xxx 000000 Xxxx Xxxx Xxxx, XX 00000 xxxxxxxxx@xxxxxxxxxxxxxx.xxx
|
|
Xxxx XxXxxxxx 0000 Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 xxxxxxxxx@xxxxxxxxxxxxxx.xxx
|
|
|
Xxxxxxx X. Xxxx 0000 000xx Xxx. XX Xxxxxxxxx, XX 00000 xxxxxxxxxx@xxx.xxx
|
|
|
Clarion Direct Investment, LLC - Series B 0000 Xxxxx Xx., Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxxx X Xxxxxxx xxxxxxxxx@xxxxxxxxxxxx.xxx
|
|
|
Xxxxxxxx Xxxxxxxx 0000 Xxxxxxxxxx Xx., #000 Xxxxxx, XX 00000 xxxx00000@xxxxx.xxx
|
|
|
Xxxxxx Xxxxx 0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000 xxxxxx.xxxxx0@xxxxx.xxx
|
|
|
Xxxxx Xxxxxx 000 Xxxxxxxxx Xx. Xxxxxxxxxx, XX 00000 xxxxx.xxxxxx@xxxxx.xxx
|
|
|
Xxxxx Xxxxxxxxxxx 000 Xxxx Xx. Xxxxxxxx Xxxxxxx, XX 00000 xxx@xxxxxxxxxxx.xxx
|
|
|
Xxxx Xxxxx 0000 Xxxxx Xxxx Xx. Xxxxxxx, XX 00000 xxxx@xxxxxxxxx.xxx
|
|
|
Xxxxx X. Xxxxxx 000 Xxxxxxx Xxx. Xxxxxxxxxxxxxxx, XX 00000 xxxx@xxx.xxx
|
|
|
Xxxxxxx Zichermann 000 Xxxx Xxxxxx X. #00000 Xxx Xxxx Xxxx, XX 00000 xxxxxxxx@xxxxx.xxx
|
|
|
Xxxxxx Xxxxx 0000 Xxxxxx Xx. #0000 Xxxxxxxxx, XX 00000 xxxxxxxxx@xxxxx.xxx |
|
Xxxxxx Xxxxx 000 Xxxxxx Xxxx Xxxxxx, XX 00000 xxxxxx@xxxxxxx.xxx
|
|
|
Xxx XxXxxxx, Xxxxxxx XxXxxxx JTWROS 0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000 Xxxxxxxxx@xxxxx.xxx
|
|
|
Xxxxxxx Xxxx 000 Xxxx 00xx Xx., Xxx. 00X Xxx Xxxx Xxxx, XX 00000 xxxxx@xxxxxxxxxx.xxx
|
|
|
Xxxxxxx Xxxxx 000 Xxxxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx xxxxxxx.xxxxxxx@xxxxx.xxx
|
|
|
Xxxx Xxxx 000 Xxxxxxxxxxx Xxxxxx Xxxxxx, XX 00000 xxxx@xxxxxxxx.xxx
|
|
|
Xxxx Xxxxxx 0 Xxxxx Xx., Xxx 0X Xxx Xxxx, XX 00000 xxxx.xxxxxx@xxxxx.xxx
|
|
|
Xxx Xxxxxxx 000 Xxx Xxxxxxx Xxx. Xxxxxxx, XX 00000 xxx.xxxxxxx@xxxxxxxxxxxxxx.xxx
|
|
|
Xxxxxxxx Xxxxx Xxxxxx X.X. Xxx 0000 Xxxxxxx, XX 00000 xxx@xxxxxxxxxxxxxxxxxxxxx.xxx
|
|
|
Xxxx Xxxxxxx 00 Xxxxx Xx., Xxx. 0x Xxxxxxxx, XX 00000 j@xxxxxxxxxxx.xxx
|
|
|
JP Surgical LLC 000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 xxxxxxxx@xxxx.xxxxxxx.xxx
|
|
|
Xxxxxxxx Xxxxxxxx Xxxxxx 000 Xxxxxx Xxx. Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx xxxxxx@xxxxxx.xxx
|
|
|
Xxxxxxx Xxxxxxxx 0-00 00xx Xxx., 0X Xxxx Xxxxxx Xxxx, XX 00000 xxxxxxx.xxxxxxxx@xxxxx.xxx
|
|
Xxxxxxx Xxxxxxxx 2007 Irrevocable Trust 0-00 00xx Xxx., 0X Xxxx Xxxxxx Xxxx, XX 00000 xxxxxxx.xxxxxxxx@xxxxx.xxx
|
|
|
Xxxxx Kapital LLC 0000 Xxxxxxxxxx Xx. Xxxxxxx, XX 00000 xxxxxxxxxxxxxxxxx@xxxxx.xxx
|
|
|
Lil Jacket Inc. 000 Xxxxxxxxxx Xx., Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000 xxxxxx@xxxxxxxxxxxx.xxx
|
|
|
Xxxxxxx Xxxxx Xxxxx 0000 xxx Xxxx Xxxxxxxx Xxxxxxxx XX, X0X 0X0 Xxxx.xxxxx@xxxxxxxxxxxx.xxx
|
|
|
Misha Xxxxx Xxxxxxx X.X. Xxx 0000 Xxxxxxxx, XX 00000 xxxxxxxxxxxx@xxxxx.xxx
|
|
|
Xxxxxxxxx Xxxxxx Xxxxx and Xxxxxx Xxxxx Xxxxxxx, 2008 Revocable Trust 0000 Xxxxxxxxx Xxx. Xxx Xxxxxxx, XX 00000 xxxxxx@xxxxxxxxx.xxx
|
|
|
Xxxxxxx Xxxxxxxx 00 xx xxxxx 0000 XX 00000 Xxxxxxxxxx, Xxxxxxx xxxxxxxxx@xxxxxxxxxxxx.xxx
|
|
|
Xxxx Xxxxxxx 000 Xxxxxxx Xxxx Xxxx Xxxxxxx, XX 00000 xxxxxxxxx@xxx.xxx
|
|
|
PV Ventures II, L.P. 000 Xxxxxxxxxxx Xx., Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000 xxxxx.xxxxxxx@xxxxxxx.xxx xxxxx@xxxxxxx.xxx
|
|
|
Xxxx Xxxxxxxx 0000 Xxx Xxxxx Xxxxxxx, XX 00000 xxxx.xxxxxxxx@xxxxx.xxx
|
|
|
Sillysoft Games Ltd. 00-0000 Xxxx Xx. Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx xxxxxx@xxxxxxxxx.xxx
|
|
SOSventures LLC 0xx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx, Xxxx, Xxxxxxx Attn: Xxxx X'Xxxxxxxx xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx xxxxx.xxxxxxxxxxx@xxxxxxxxxxx.xxx |
|
|
Xxxxxxx Xxxxxxxx 00-00 00xx Xx., #0X Xxxxxxxxx, XX 00000 xxxxxxx.xxxxxxxx@xxxxx.xxx
|
|
|
Synergy5280 LLC 0000 Xxxxxx Xx. Xxxxxx, XX 00000 xxxxxxxxxxx@xxxxx.xxx
|
|
|
The Xxx Xxxxxxxxx Trust 0000 Xxxxx Xxx., #0000 Xxxxxxx, XX 00000 xxx@xxxxxxxxxxxxxx.xxx
|
|
|
Xxxxxx Xxxxxx and Xxxx Xx Xxxxxx 0000 Xxxxxx Xx. Xxxxxxxx Xxxxxxx, XX 00000 xxxxxxxxx@xxxxx.xxx
|
|
|
Xxx and Xxxx Xxxxxx, JTWROS 0000 Xxxxxx Xxxx. Xxxxxxx, XX 00000 xxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxx@xxxxx.xxx
|
|
|
Vast Ventures V LP 00 Xxxxxxxxx Xx Xxxxx Xxxxx XX 00000 D@xxxxxx.xxx
|
|
|
Watershed Technologies Inc. 000X Xxxxxx Xx. Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx xxxx.xxxx@xxxxxxxxx.xx
|
|
|
Soaring Wisdom Capital LLC 000 Xxxxxxxx Xxx. 0XX Xxxx Xxxx, XX. 94301 Attn: Xxxxxxx Xxx xxxx.xxxxxxxxxxxxxxxxxxxx@xxxxx.xxx
|
|
|
FG Angel LLC 0000 Xxxxxx Xxxxxx, Xxx 000 Xxxxxxx XX 00000 Attn: Xxxx Xxxx xxxx@xxxxxxxxxxxx.xxx
|
|
A-KWD-24-Fund, a series of AngelList-FG-Funds, LLC X.X. Xxx 000000 Xxxx Xxxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx
Seven Peaks Ventures Fund I, LP Xxx Xxxxxxxxx 000 Xxxxxx Xxxxx Xx Xxxxxxx XX 00000 xxx@xxxxxxx.xxx
|
|
|
Malte and Xxxxxxx Xxxxxx 0000 Xxxxxx Xxxx Xxxxxxx, XX 00000 xxxxx@xxxxxxx.xxx
|
|
|
Mango Seed Investment Fund LLC c/o Xxx Xxxxxx 00000 XX Xxxxxxx Xxxxx Xxxxxx, XX 00000 xxx@xxxxxx.xxx
|
|
|
Xxx Xxxxxxxxx 0000 Xxxxx Xxx, #0000 Xxxxxxx, XX 00000 xxx@xxxxxxxxx.xxx
|
|
|
AngelList-Kara-Fund, a series of AngelList-JS-Funds, LLC c/o Assure Fund Management, LLC, Manager of the Fund, XX Xxx 000000, Xxxx Xxxx Xxxx, XX 00000 xxx@xxxxxxxxxxxxxx.xxx
|
|
|
CircleUp Marketplace Index Fund 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 xxxxxxxxx@xxxxxxxx.xxx
|
|
|
Xxxxx Xxxxxx 000 Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 xxxxxxxx@xxxxx.xxx
|
|
|
Xxxxx Xxxxxx 000 Xxxxxxx Xxxxxx Xxxxxxxxxxxxxxx, XX 00000 xxxx@xxx.xxx
|
|
|
Xxxx Xxxxxxxxx 00 Xxxx 00xx Xxxxxx, Xxx 0 xxxxxxxxxx@xxxxx.xxx
|
|
|
Seglo Capital, LLC 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 xxxx.xxxxx@xxxxxxxxxxx.xxx
|
|
Lil Jacket, Inc. 000 Xxxxxxxxxxx Xx., Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000 xxxxxx@xxxxxxxxxxxx.xxx
|
|
|
Credo Investments, LLC 000 Xxxxx Xxxxxx Xxxx Xxxxxx, XX 00000 xxxxxxxxx@xxxxx.xxx
|
|
|
Hana Microelectronics PLC 65/98 Soi Vibhavadi-Rangsit 64 Junction 2, Talad Xxxxxxxx, Xxxxx, Xxxxxxx 00000 Xxxxxxxx xxxxx_xxx@xxxxxx.xxx
|
SCHEDULE B
KEY HOLDERS
| Name and Address | ||
Xxxxxxx Xxxxx
c/o Kindara Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxxxx Xxxxxxxx
0000 Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
SOSventures LLC
0xx Xxxxx Xxxxxxx Xxxxx
Xxxxxx Xxxxxx, Xxxx, Xxxxxxx
Attn: Xxxx X'Xxxxxxxx
xxxx.xxxxxxxxx@xxxxxxxxxxx.xxx
