THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.2

Execution Copy

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

TABLE OF CONTENTS


	Page
1. Definitions		1

2. Registration Rights		6

2.1 Request for Registration		6
2.2 Company Registration		8
2.3 Obligations of the Company		9
2.4 Furnish Information		10
2.5 Expenses of Demand Registration		10
2.6 Expenses of Company Registration		11
2.7 Underwriting Requirements		11
2.8 Delay of Registration		12
2.9 Indemnification		12
2.10 Reports Under Exchange Act		14
2.11 Form S-3 Registration		15
2.12 Assignment of Registration Rights		16
2.13 Limitations on Subsequent Registration Rights		17
2.14 “Market Stand-Off” Agreement		17
2.15 Termination of Registration Rights		18

3. Information Rights		18

3.1 Delivery of Financial Statements		18
3.2 Inspection		20
3.3 Termination of Information and Inspection Covenants		20
3.4 Confidentiality		20

4. Right of First Offer		20

4.1 Right of First Offer		20
4.2 Termination		22

5. Additional Covenants		22

5.1 Insurance		22
5.2 Compensation of Directors		23
5.3 Corporate Existence		23
5.4 By-laws		23
5.5 Restrictive Agreements Prohibited		23
5.6 Affiliated Transactions		23
5.7 Successor Indemnification		23
5.8 Certain Consent Rights		24
5.9 Termination of Covenants		24

6. General Transfer Restrictions		24

7. Miscellaneous		25

7.1 Transfers, Successors and Assigns		25


	Page
7.2 Governing Law		25
7.3 Counterparts		25
7.4 Titles and Subtitles		25
7.5 Notices		25
7.6 Costs of Enforcement		26
7.7 Amendments and Waivers		26
7.8 Severability		27
7.9 Aggregation of Stock		27
7.10 Entire Agreement		27
7.11 Transfers of Rights		27
7.12 Delays or Omissions		28
7.13 Remedies		28
7.14 Dispute Resolution		28

Schedule A – Schedule of Investors

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 23rd day of October, 2018, by and between XxxxxXxxx.xxx, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and collectively, the “Investors” and, solely for purposes of Section 6 and Section 7.7 hereof, the Senior Executive Stockholders (as defined below).

RECITALS

WHEREAS, certain Investors are purchasing shares of the Company’s Common Stock pursuant to that certain Common Stock Purchase Agreement, dated as of August 24, 2018, by and between the Company and the other parties thereto (the “Purchase Agreement”);

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;

WHEREAS, certain parties (the “Prior Investors”) are holders of the Company’s Common Stock and Series A Preferred Stock;

WHEREAS, the Prior Investors and the Company are party to that certain Second Amended and Restated Investors’ Rights Agreement, dated as of August 22, 2018 (the “Prior Agreement”); and

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the parties hereto desire to amend and restate the Prior Agreement to reflect certain agreements among the parties hereto.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Definitions. For purposes of this Agreement:

1.1 The term “Affiliate” shall mean with respect to any individual, corporation, partnership, association, trust, or any other entity (in each case, a “Person”), any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation any general partner, officer or director of such Person and any venture capital fund or other private investment fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person.

1.2 The term “Board” shall mean the Board of Directors of the Company.

1.3 The term “Certificate of Incorporation” shall mean the Third Amended and Restated Certificate of Incorporation of the Company, dated as of August 22, 2018, as it may be further amended from time to time.

1.4 The term “Change of Control” shall mean, regardless of form thereof, (1) the dissolution or liquidation of the Company, (2) the sale or exclusive license of all or substantially all of the assets of the Company on a consolidated basis to a person or entity which is not an affiliate of the Company, (3) a merger, reorganization or consolidation in which the outstanding shares of Company’s capital stock are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (4) the sale of all or substantially all of the outstanding stock of the Company to a person or entity which is not an affiliate of the Company.

1.5 The term “Common Stock” shall mean shares of the Company’s common stock, par value $0.001 per share.

1.6 The term “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

1.7 The term “Cross Creek” shall mean, collectively, Cross Creek Partners V, L.P., Cross Creek Capital II, L.P. and Cross Creek Capital Partners IV, L.P.

1.8 The term “Demand Investor” shall mean any of (i) the Permira Investor, (ii) FP and (iii) GPI so long as they, collectively with their permitted transferees, hold at least 1,192,748 shares of Registrable Securities (subject to appropriate to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares).

1.9 The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.10 The term “Exempt Transfer” shall mean: (i) in the case of a Holder that is an entity, a transfer by such Holder to its stockholders, affiliates, members, partners or other equity holders or (ii) in the case of a Holder that is a natural person, a transfer by such Holder, either during his or her lifetime or on death by will or intestacy to his or her siblings, children, grandchildren or spouse (or any other relatives approved by the Board), or any custodian or trustee for the account of a Holder or a Holder’s siblings, children, grandchildren or spouse.

1.11 The term “Equity Securities” shall mean (i) any capital stock, or other share capital, (ii) any securities, directly or indirectly, convertible into or exchangeable for any capital stock, shares, or other share capital or containing any profit participation features, (iii) any subscriptions, calls, puts, commitments, warrants, rights or options, directly or indirectly, to subscribe for or to purchase any capital stock, or other share capital or securities containing any profit participation features or, directly or indirectly, to subscribe for or to purchase any securities, directly or indirectly, convertible into, exercisable or exchangeable for any capital stock, or other share capital or securities, (iv) any share appreciation rights, phantom share rights or other similar rights, or (v) any Equity Securities issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

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1.12 The term “Form S-3” shall mean such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.13 The term “FP” shall mean collectively FPLZ I, L.P. and FPLZ II, L.P.

1.14 The term “FT” shall mean collectively Franklin Strategic Series – Franklin Small Cap Growth Fund, the Franklin Strategic Series – Franklin Growth Opportunities Fund and Franklin Xxxxxxxxx Investment Funds – Franklin U.S. Opportunities Fund.

1.15 The term “GAAP” shall mean generally accepted accounting principles.

1.16 The term “GPI” shall mean GPI Capital Gemini Holdco LP.

1.17 The term “Holder” shall mean any Person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 2.12 hereof.

1.18 The term “Immediate Family Member” shall mean a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a person referred to herein.

1.19 The term “Initiating Holders” shall mean, collectively, any Holders who properly initiate a registration request under this Agreement.

1.20 The term “Institutional Investors” shall mean, collectively, the Permira Investor, Institutional Venture Partners XIII, L.P. (“IVP”), KPCB Holdings, Inc., as Nominee (“KPCB”), FP, GPI, Neuberger, FT, TCV, TA Associates, WCP and Cross Creek.

1.21 The term “Investor Nominees” shall mean those four (4) members of the Board initially designated by the holders of Series A Preferred Stock, subject to and in accordance with the Certificate of Incorporation, the Voting Agreement and that certain letter agreement by and between LucasZoom, LLC, the Company, GPI and FP, dated as of July 20, 2018 (the “Side Letter”).

1.22 The term “IPO” shall mean the Company’s first underwritten public offering of its Common Stock under the Securities Act.

1.23 The term “Major Investor” shall mean any Institutional Investor or its permitted transferees who collectively hold at least 1,192,748 shares of Registrable Securities (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares).

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1.24 The term “Monitoring Agreement” shall mean that certain Monitoring Fee Agreement, dated as of January 29, 2014, by and among Purchaser and the Company.

1.25 The term “Neuberger” shall mean, collectively, Xxxxxxxxx Xxxxxx Alternative Funds, Xxxxxxxxx Xxxxxx Long Short Fund, Xxxxxxxxx Xxxxxx Equity, Funds, Xxxxxxxxx Xxxxxx Guardian Fund, Xxxxxxxxx Xxxxxx Equity Funds, Xxxxxxxxx Xxxxxx Focus Fund, NB All Cap Alpha Master Fund Ltd and Ask America, LLC.

1.26 The term “New Investors” shall mean collectively GPI, FP, Neuberger, FT, TCV, TA Associates, WCP, and Cross Creek and their permitted transferees.

1.27 The term “New Securities” shall mean Equity Securities of the Company, whether now authorized or not, or rights, options, or warrants to purchase said Equity Securities, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for said Equity Securities (collectively “New Securities”).

1.28 The term “Options” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

1.29 The term “Permira Investor” shall mean LucasZoom, LLC, a Delaware limited liability company. For the avoidance of doubt, the term “Investor” shall include the Permira Investor and the New Investors.

1.30 The term “Qualified Public Offering” shall mean the Company’s first underwritten public offering on a firm commitment basis by a nationally recognized investment banking organization or organizations pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Common Stock (i), prior to August 22, 2020, at a price per share of Common Stock of not less than $52.40 (appropriately adjusted for stock splits, stock dividends, combinations, recapitalizations and the like), (ii) with respect to which the Company receives aggregate gross proceeds attributable to sales for the account of the Company of not less than $100 million, and (iii) with respect to which such Common Stock is listed for trading on either the New York Stock Exchange or the NASDAQ National Market.

1.31 The term “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

1.32 The term “Registrable Securities” shall mean (i) the Common Stock issuable or issued upon conversion of the Series A Preferred Stock and (ii) any Common Stock of the Company (A) held by the Permira Investor and the New Investors or (B) that is issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in clause (i) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under Section 2 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 2.15 of this Agreement.

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1.33 The term “Registrable Securities then outstanding” shall mean the number of shares determined by adding the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or Convertible Securities which are, Registrable Securities.

1.34 The term “Requisite Registrations” shall mean (i) one (1) registration by each of the Demand Investors other than the Permira Investor and (ii) two (2) registrations by the Permira Investor.

1.35 The term “ROFO Investor” shall mean each of the Investors, as well as each other holder of shares of Common Stock or Series A Preferred Stock who has signed a signature page to this Agreement or a joinder agreement agreeing to be bound by the terms of this Agreement.

1.36 The term “SEC” shall mean the Securities and Exchange Commission.

1.37 The term “SEC Rule 144” shall mean Rule 144 promulgated by the SEC under the Securities Act.

1.38 The term “SEC Rule 145” shall mean Rule 145 promulgated by the SEC under the Securities Act.

1.39 The term “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.40 The term “Senior Executive Stockholders” shall mean Xxxx Xxx, Xxxxx Xxx and Xxxxx Xxxxxxxxx; provided, that in the event a Senior Executive Stockholder is no longer employed by the Company or its subsidiaries for any reason, the Senior Executive Stockholder shall no longer be bound by Section 6 upon the later of (i) the one (1) year anniversary of the date hereof and (ii) the date of such termination.

1.41 The term “Series A Preferred Stock” shall mean shares of the Series A Convertible Preferred Stock, par value $0.001 per share.

1.42 The term “TA Associates” shall mean, collectively, TA XII-A, L.P., TA XII-B, L.P. and TA Investors XII, L.P.

1.43 The term “TCV” shall mean, collectively, TCV IX, L.P., TCV IX (A), L.P., TCV IX (B), L.P. and TCV Member Fund, L.P.

1.44 The term “Transaction Documents” shall mean, collectively, the Purchase Agreement, the Voting Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Certificate of Incorporation, the Side Letter and this Agreement.

1.45 The term “Violation” shall mean losses, claims, damages, or liabilities (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements,

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omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law.

1.46 The term “Voting Agreement” shall mean the Fourth Amended and Restated Voting Agreement, dated as of October 23, 2018, by and among the Company and the parties thereto.

1.47 The term “WCP” shall mean WCP Holdings IV, L.P.

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Request for Registration.

(a) Following a Qualified Public Offering, if the Company shall receive at any time a written request from any Demand Investor covering the registration of all or any portion of their Registrable Securities then outstanding in the manner specified in such request, then the Company shall:

(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders, who shall then have twenty (20) days to notify the Company in writing of their desire to be included in such registration;

(ii) as soon as practicable, and in any event within sixty (60) days of the receipt of such request (subject to the availability of appropriate audited financial statements provided that the Company is using reasonable best efforts to obtain such financial statements), confidentially submit or file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 2.1(b), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 6.5; and

(iii) use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable after such request.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 2.1(a) and the Company shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by the Initiating Holders subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable

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Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if, in good faith, the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities of the Company owned by each Holder as of the date thereof; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(i) pursuant to this Section 2.1:

(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act;

(B) After the Company has effected the Requisite Registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective;

(C) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or

(D) If the Registrable Securities to be included in the registration statement could then be sold without restriction under SEC Rule 144 (or any similar provision then in effect), including with respect to the volume and timing limitations or other restrictions on transfer thereunder; or

(ii) pursuant to any other provision of this Agreement:

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(B) If the Registrable Securities to be included in the registration statement could then be sold without restriction under SEC Rule 144 (or any similar provision then in effect), including with respect to the volume and timing limitations or other restrictions on transfer thereunder.

(d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than two (2) times in any twelve (12)-month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors with Registrable Securities after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.2 Company Registration. If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration statement relating either to the sale of

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securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 6.5, the Company shall, subject to the provisions of Section 2.7, cause to be registered under the Securities Act, all of the Registrable Securities that each such Holder has requested to be registered; provided, however, that the Company shall have no obligation to effect the registration of Registrable Securities held by the Holders to the extent the aggregate number of Registrable Securities sought to be included by the Holders exceeds sixty-seven percent (67%) of the total number of securities proposed to be offered and sold in connection with such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 hereof.

2.3 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible,

(a) prepare and confidentially submit or file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and, upon the request of the Initiating Holders, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the Registration Statement has been completed; provided, however, that (i) such one hundred twenty (120)-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120)-day period shall be extended for up to one hundred eighty (180) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b) prepare and confidentially submit or file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

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(d) use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions, as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;

(f) cause all such Registrable Securities registered pursuant to this Agreement hereunder to be listed on a national securities exchange or trading system and each securities exchange and trading system on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and

(h) use its reasonable best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date on which such Registrable Securities are sold to the underwriter, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a “comfort” letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any.

2.4 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities.

2.5 Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) all registration, filing and qualification fees, printers’ and

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accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one (1) counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 2.1; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1.

2.6 Expenses of Company Registration. The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.2 hereof for each Holder (which right may be assigned as provided in Section 2.12 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the fees and disbursements of one (1) counsel for the selling Holders selected by them, but excluding underwriting discounts and commissions relating to Registrable Securities.

2.7 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the Company’s IPO in which case the selling Holders may be excluded beyond this amount if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder which is a Holder of Registrable

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Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder”, and any pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as’ defined in this sentence.

2.8 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.9 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Violation and the Company will pay to each such Holder, underwriter, controlling person or other aforementioned person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter, controlling person or other aforementioned person.

(b) To the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, any legal or other expenses reasonably

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incurred by any person intended to be indemnified pursuant to this Section 2.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this Section 2.9(b) exceed the lesser of (i) that proportion of the total of such losses, claims, damages, liabilities or actions indemnified against equal to the proportion of the total securities sold under such registration statement which is being held by such Holder, or (ii) the amount equal to the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.9.

(d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 2.9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 2.9, then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or

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omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided however, that, in any such case, (I) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (II) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation; provided further, that in no event shall a Holder’s liability pursuant to this Section 2.9(d), when combined with the amounts paid or payable by such holder pursuant to Section 2.9(b), exceed the proceeds from the offering (net of any underwriting discounts or commissions) received by such Holder, except in the case of willful fraud by such Holder.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations, of the Company and Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2, and otherwise and shall survive the termination of this Agreement.

2.10 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or

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that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

(d) After the occurrence of the first underwritten public offering of Common Stock of the Company pursuant to an offering registered under the Securities Act on Form S-1 or Form SB-1 (or any comparable successor forms), subject to the limitations on transfers imposed by this Agreement, the Company shall use its reasonable best efforts to facilitate and expedite transfers of Registrable Securities pursuant to SEC Rule 144 under the Securities Act, which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Securities.

2.11 Form S-3 Registration. In case the Company shall receive from Holders holding Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $7,500,000 a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.11: (1) if Form S-3 is not then available for such offering by the Holders; (2) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.11; provided, however, that the Company shall not utilize this right more than one (1) time in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under SEC Rule 145, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the

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Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (3) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of one (1) counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1.

(d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

2.12 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (i) is a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii), after such assignment or transfer, holds at least 381,400 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations); provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 2.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member, shall be aggregated

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together and with those of the assigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2.

2.13 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.

2.14 “Market Stand-Off” Agreement. Each 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 IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) 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 Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.14 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s IPO are intended third-party beneficiaries of this Section 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s IPO that are consistent with this Section 2.14 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

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2.15 Termination of Registration Rights.

(a) No Holder shall be entitled to exercise any right provided for in this Section 2 after five (5) years following the consummation of the IPO.

(b) The rights set forth in this Section 2 shall terminate (i) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation and (ii) as to any Holder, when the Registrable Securities held by such Holder (together with any Affiliate of such Holder with whom such Holder must aggregate its sales under SEC Rule 144) could be sold without restriction under SEC Rule 144 (or any similar provision then in effect) , including with respect to the volume and timing limitations or other restrictions on transfer thereunder.

3. Information Rights.

3.1 Delivery of Financial Statements. So long as such Investor is a Major Investor, the Company shall deliver to (i) each of the Permira Investor, IVP, KPCB, GPI and FP and (ii) FT, Xxxxxxxxx, TCV, TA Associates, WCP, and Cross Creek only with respect to the financial statements in Subsections (a) and (b) of this Section 3.1 (each, an “Information Rights Party”):

(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, a balance sheet and income statement as of the last day of such year, a statement of stockholders’ equity and cash flows for such year and a comparison between the actual figures for such year, the comparable figures for the prior year and the comparable figures included in the Budget (as defined below) for such year, with an explanation of any material differences between them and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP (except that the financial report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto which may be required in accordance with GAAP), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, schedule as to the sources and application of funds for such fiscal quarter, an unaudited balance sheet and a statement of stockholders’ equity and cash flows as of the end of such fiscal quarter;

(c) as soon as practicable, but in any event with forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for common shares and the exchange ratio or exercise price applicable thereto and number of shares of issued stock options and

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stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Investors with Registrable Securities to calculate its percentage equity ownership in the Company and certified by the Chief Financial Officer or Chief Executive Officer of the Company as being true, complete and correct;

(d) as soon as practicable, but in any event within thirty (30) days following the end of each month, an unaudited income statement, statement of stockholders’ equity and cash flows, and an unaudited profit or loss statement;

(e) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(f) with respect to the financial statements called for in Subsections (a), (b) and (c) of this Section 3.1, an instrument executed by the Chief Financial Officer and President or Chief Executive Officer of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified therein, subject to year-end audit adjustment;

(g) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as an Information Rights Party may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Subsection (g) or any other subsection of Section 3.1 to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;

(h) if for any period the Company shall have any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries;

(i) promptly following receipt by the Company, each audit response letter, accountant’s management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its subsidiaries; and

(j) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that could materially and adversely affect the Company or any of its subsidiaries, if any.

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3.2 Inspection. The Company shall permit each Information Rights Party and such persons as each Information Rights Party may designate, at each of such Information Rights Party’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with each such Information Rights Party and such designees, as applicable, such affairs, finances and accounts) all at such reasonable times as may be reasonably requested by each Information Rights Party; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information or would adversely affect the attorney-client privilege between the Company and its counsel.

3.3 Termination of Information and Inspection Covenants. The covenants set forth in Section 3.1 and Section 3.2 shall terminate as to the each Information Rights Party and be of no further force or effect immediately prior to the consummation of the sale of shares of Common Stock in the Company’s Qualified Public Offering.

3.4 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose or divulge any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (ii) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information or (iii) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (b) to any prospective investor of any Registrable Securities from such Investor as long as such prospective investor agrees to be bound by the provisions of this Section 3.4, (c) to any Affiliate, partner (including, without limitation, any existing or prospective limited partner), member, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, or (d) as may otherwise be required by law, provided that the Investor takes reasonable steps to minimize the extent of any such required disclosure. The Company acknowledges that the Investors are in the business of venture capital and other direct investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

4. Right of First Offer.

4.1 Right of First Offer. Subject to the terms and conditions specified in this Section 4.1, and applicable securities laws, in the event the Company proposes to offer, issue or sell any New Securities, the Company shall first make an offering of such New Securities to each ROFO Investor in accordance with the following provisions of this Section 4.1. A ROFO Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.

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(a) The Company shall deliver a notice, in accordance with the provisions of Section 6.5 hereof, (the “Offer Notice”) to each of the ROFO Investors stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By written notification received by the Company, within ten (10) calendar days after receipt of the Offer Notice by the ROFO Investors, each of the ROFO Investors may elect to purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Series A Preferred Stock (and any other securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) then held, if any, by such ROFO Investor bears to the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion and exercise of all Convertible Securities and Options). The Company shall promptly, in writing, inform each ROFO Investor that elects to purchase all the shares available to it (each, a “Fully-Exercising Investor”) of any other ROFO Investor’s failure to do likewise. During the five (5) day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the New Securities for which ROFO Investors were entitled to subscribe but which were not subscribed for by the ROFO Investors which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of Series A Preferred Stock (and any other securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Series A Preferred Stock (and any other securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) then held, by all Fully-Exercising Investors who wish to purchase such unsubscribed shares.

(c) To the extent that the New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 4.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) hereof, offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the ROFO Investors in accordance with this Section 4.1.

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(d) The right of first offer in this Section 4.1 shall not be applicable to: (i) shares of Common Stock issued or deemed issued as a dividend or distribution on Series A Preferred Stock in accordance with the Certificate of Incorporation; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Article Fourth, Section B.4(e) and Article Fourth, Section B.4(f) of the Company’s Certificate of Incorporation; (iii) up to 3,434,829 shares of Common Stock, including Options therefor (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to the Company’s 2000 Stock Option Plan, 2007 Stock Option Plan, 2010 Stock Option Plan or the 2016 Stock Incentive Plan, whether issued before or after the date hereof (provided that any Options for such shares that expire or terminate unexercised or any restricted stock repurchased by the Company at cost shall not be counted toward such maximum number); (iv) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security, (v) shares of Common Stock issued in connection with a “public offering” that is registered under the Securities Act, (vi) shares of Common Stock issued to any Person that is not an Affiliate of any Investor or the Company or any of its subsidiaries in any direct or indirect acquisition, merger or similar transaction duly approved in accordance with the applicable Transaction Documents, or (vii) shares of Common Stock issued to any Person that is not an Affiliate of any Investor or the Company or any of its subsidiaries in a joint venture or any other strategic transaction.

(e) The right of first offer set forth in this Section 4.1 may not be assigned or transferred except that (i) such right is assignable by each ROFO Investor to any Affiliate of such ROFO Investor or (ii) such right is assignable by any ROFO Investor to any other ROFO Investor and (iii) such right in assignable to any transferee of at least 238,547 shares of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) held by any ROFO Investor as of the date hereof, duly made in accordance with the Transaction Documents.

4.2 Termination. The provisions of this Section 4 shall terminate immediately prior to the consummation of the Company’s Qualified Public Offering.

5. Additional Covenants.

5.1 Insurance. As soon as reasonably practicable following the closing of the transactions contemplated by the Purchase Agreement the Company shall obtain, and thereafter so long as any Series A Preferred Stock remains outstanding maintain or Major Investors continue to hold shares of Common Stock, from financially sound and reputable insurers (i) Directors and Officers Errors and Omissions insurance in coverage amounts satisfactory to the Investors; (ii) property and casualty insurance in coverage amounts satisfactory to the Investors and (iii) unless otherwise determined by the Board, term “key-person” insurance in coverage amounts of at least $1,000,000 on the life of each executive officer designated as an insured executive by the Board and any other executive officer in amounts determined by the Board.

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Each “key person” policy shall name the Company as loss payee and neither policy shall be cancelable by the Company without prior approval of the Board, including the Investor Nominees.

5.2 Compensation of Directors. The Company shall promptly reimburse in full each Director of the Company who is not an employee of the Company for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board or any Committee thereof.

5.3 Corporate Existence. The Company shall maintain its corporate existence.

5.4 By-laws. The Company shall at all times maintain provisions in its Bylaws indemnifying all directors against liability and absolving all directors from liability to the Company and its stockholders to the maximum extent permitted under the laws of the State of Delaware.

5.5 Restrictive Agreements Prohibited. Neither the Company nor any of its subsidiaries shall become a party to any agreement which by its terms expressly restricts the Company’s performance of this Agreement or any other Transaction Document.

5.6 Affiliated Transactions. Any transaction between or involving the Permira Investor, Permira Advisers LLC, any funds or entities advised by Permira Advisers LLC now or in the future, or any of their respective Affiliates, on the one hand, and the Company, on the other hand, other than (i) securities issuances that are subject to Section 4 of this Agreement, (ii) transactions pursuant to the Monitoring Agreement or (iii) transactions between the Company or any of its subsidiaries, on the one hand, and any portfolio company of Affiliates of the Permira Investor on the other hand, to the extent the Company demonstrates such transaction is on an arms’ length basis and in the ordinary course of business, shall require the consent of the members of the Board appointed by the holders of Common Stock. In addition to any other approval or prior written consent required pursuant to the Transaction Documents, (i) any redemption or purchase of shares of Common Stock or Series A Preferred Stock (excluding purchases of Common Stock from employees of the Company or any subsidiary of the Company from time to time pursuant to applicable employee compensation arrangements with such employees), (ii) any distribution or dividend in respect of shares of Common Stock or Series A Preferred Stock or (iii) any payment of any fee to any holder of shares of Common Stock or Series A Preferred Stock or an affiliated management company of such holder (other than fees paid pursuant to the Monitoring Agreement); in each case of this sentence, other than any such transaction that is effected on a pro rata basis in respect of all holders of Common Stock and/or Series A Preferred Stock at such time, shall require consent of a majority of the Registrable Securities held by the “disinterested” holders with respect to such transaction.

5.7 Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s bylaws, Certificate of Incorporation, or elsewhere, as the case may be.

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5.8 Certain Consent Rights. So long as such Investor holds at least 50% of the shares of Registrable Securities (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) held by such Investor as of the date hereof, without the written consent or affirmative vote of: (i) each of GPI and FP for all of the actions set forth in subsections (a) through (f) below and (ii) each of Xxxxxxxxx, FT, TCV, TA Associates, WCP, and Cross Creek for the actions set forth in subsections (a), (c) and (d) below, the Company shall not, either directly or by amendment, merger, consolidation or otherwise:

(a) amend, modify, alter or repeal any provision of the Certificate of Incorporation or Bylaws in any manner that materially and adversely affects the rights and obligations of the New Investors disproportionately vis-a-vis any other class of capital stock;

(b) increase or decrease the authorized size of the Board;

(c) issue, sell or exchange, or reserve or set aside for issuance, sale or exchange (or agree to do any of the foregoing) any Equity Securities (i) that rank senior to the Common Stock as to dividends or distributions in accordance with the Certificate of Incorporation or (ii) to which voting rights of more than one vote per share of Common Stock or Common Stock equivalent attached;

(d) pay or declare any dividend or make distributions in respect of Company capital stock unless such transaction is effected on a pro rata basis in respect of all stockholders in accordance with their then-current ownership levels;

(e) enter into, or agree to enter into, any transaction or series of transactions which would constitute a Change of Control other than in accordance with Section 1.6 of the Voting Agreement; or

(f) consummate an initial public offering other than a Qualified Public Offering.

5.9 Termination of Covenants. The covenants set forth in this Section 5 shall terminate and be of no further force or effect upon the consummation of a Qualified Public Offering.

6. General Transfer Restrictions. Other than in connection with an Exempt Transfer or an Approved Liquidity Event (as defined below), without Supermajority Board Approval (as defined below) no Senior Executive Stockholder may transfer any shares of Equity Securities, until the earlier of (i) an IPO or (ii) (x) in the case of shares of Equity Securities held by such Senior Executive Stockholder on the date hereof or Equity Securities acquired by a Senior Executive Stockholder pursuant to the exercise of options or other convertible Equity Securities held by such Senior Executive Stockholder on the date hereof, one (1) year from the date hereof and (y) in the case of any Equity Securities granted to or otherwise acquired by a Holder after the

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date hereof other than the foregoing, three (3) years from the date hereof (the “Lock Up Period”); provided, that following the Lock Up Period, Holders shall remain subject to the provisions of the A&R Right of First Refusal and Co-Sale Agreement, dated as of January 29, 2014, by and among the Company and the other signatories thereto (the “Co-Sale Agreement”) (including but not limited to Section 2 and Section 3 thereof) and Section 2.14 hereto. For purposes hereof, “Approved Liquidity Event” shall mean a Sale of the Company in accordance with the Voting Agreement or pursuant to Supermajority Board Approval for a liquidity event involving the Company or any Institutional Investor such as a private secondary sale, recapitalization and the like, excluding, in each case, the Second Sale (as defined in the Side Letter), or to the extent the Company receives Supermajority Board Approval for a general liquidity program for all employees. For purposes hereof, “Supermajority Board Approval” shall mean the approval of six (6) of nine directors (or 2/3 of the directors if there is a change in the size of the Board). Any transfers not made in compliance with this Section 6 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. Notwithstanding any of the foregoing, other than in connection with an Exempt Transfer or the Second Sale (as defined in the Side Letter) these transfer restrictions shall no longer be in effect in the event any Institutional Investor sells any Equity Securities outside of an Approved Liquidity Event.

Miscellaneous.

7.1 Transfers, Successors and Assigns

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and 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 assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its principles of conflicts of laws.

7.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.4 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.

7.5 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next

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business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Schedule A hereto, 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, a copy (which shall not constitute notice) shall also be sent to Xxxxxx, LLP, 0000 0xx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, XX 00000-0000, Attention: C. Xxxxxx Xxxxxxx, Fax No.: (000) 000-0000, e-mail: xxxxxxxx@xxxxxx.xxx. If notice is given to the Permira Investor, a copy (which shall not constitute notice) shall also be given to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxx X. Xxxxxxxxx, Esq. Fax No.: (000) 000-0000, email: xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxx X. Xxxxxxx, Esq,. Fax No.: (000) 000-0000, e-mail: xxxxx.xxxxxxx@xxxxxxxxxx.xxx. If notice is given to GPI, a copy (which shall not constitute notice) shall also be given to Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxx Xxxx , P.C., Fax No.: (000) 000-0000, email: xxxx.xxxx@xxxxxxxx.xxx and Xxx Xxxxxx. Fax No.: (000) 000-0000, e-mail: xxx.xxxxxx@xxxxxxxx.xxx. If notice is given to FP, a copy (which shall not constitute notice) shall also be given to Xxxx Xxxxxxxx LLP, 000 Xxxxxxxxxx, Xxxxx-Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxx Xxxxxxx, e-mail: xxxxxxxxxxx@xxxxxxxxxxxx.xxx and Xxxx Xxxx, e-mail: xxxxxxxx@xxxxxxxxxxxx.xxx. If notice is given to a TCV Party, a copy (which shall not constitute notice) shall also be given to Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, Attention: Xxxxx X. Xxxxxxxx, e-mail: xxxxx.xxxxxxxx@xxxx.xxx. If notice is given to TA Associates, a copy (which shall not constitute notice) shall also be given to Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, Attention: Xxxx X. Xxxxxx, Fax No.: (000) 000-0000, email: xxxx.xxxxxx@xxxxxxxx.xxx.

7.6 Costs of Enforcement. If any Party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing Party shall pay all costs and expenses incurred by the prevailing Party, including, without limitation, all reasonable attorneys’ fees.

7.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Company, (ii) the holders of a majority of the Registrable Securities then outstanding and (iii) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis); provided, that any amendment or waiver to Section 2 or Section 4 of this Agreement shall require the written consent of (w) the Company and ROFO Investors holding a majority of the shares of Common Stock and Series A Preferred Stock (on an as converted basis) held by all ROFO Investors at such time, (x) holders of at least 81% of the outstanding shares of Series A Preferred Stock, (y) so long as such Investor holds at least 1,192,739 shares of Registrable Securities (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares), holders of a majority of the Registrable Securities held by GPI and (z) so long as such Investor holds at least 1,789,109 shares of Registrable Securities (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares), holders

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of a majority of the Registrable Securities held by FP; provided, further, that any amendment or waiver to Section 3 or Section 5 of this Agreement shall require the written consent of each of GPI and FP; and provided, further, that any amendment or waiver to Section 1.39 or Section 6 of this Agreement shall require the written consent of the Senior Executive Stockholders. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding (or ROFO Investor, as applicable), each future holder of all such Registrable Securities (or ROFO Investor, as applicable), and the Company. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereunder may not be waived with respect to any Investor (or ROFO Investor, as applicable) without the written consent of such Investor (or ROFO Investor, as applicable), unless such amendment, termination or waiver applies to all Investors (or ROFO Investor, as applicable), in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all ROFO Investors in the same fashion if (i) such waiver does so by its terms and (ii) no ROFO Investor by agreement with the Company or otherwise purchases securities in such transaction). The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.7 shall be binding on all parties hereto, even if they do not execute such consent. 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.

7.8 Severability. The invalidity of unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

7.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates or by accounts advised by the same investment advisor to such Affiliates at the time of purchase (or other permitted transferees) shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

7.10 Entire Agreement. This Agreement (including the Schedules and Exhibits hereto, if any) 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.

7.11 Transfers of Rights. Each Investor and ROFO Investor hereto hereby agrees that it will not, and may not assign any of its rights and obligations hereunder, unless such rights and obligations are assigned by (a) such Investor to any person or entity to which Registrable Securities are transferred by such Investor, or (b) such Investor or ROFO Investor to any Affiliate of such Investor or ROFO Investor, as applicable, and, in each case, such transferee shall be deemed an “Investor” or “ROFO Investor”, as applicable, for purposes of this Agreement; provided that such assignment of rights shall be contingent upon the transferee providing a written instrument to the Company notifying the Company of such transfer and assignment and agreeing in writing to be bound by the terms of this Agreement.

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7.12 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 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.

7.13 Remedies. It is specifically understood and agreed that any breach of the provisions of this Agreement by any Person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have, such other parties may seek judicial relief to enforce their respective rights by actions for specific performance (to the extent permitted by law) and the Company may refuse to recognize any unauthorized transferee as one of its stockholders for any purpose, including, without limitation, for purposes of dividend and voting rights, until the relevant party or parties have complied with all applicable provisions of this Agreement.

7.14 Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as otherwise provided in this Agreement, 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 the State of California, 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 rules of civil procedure in the State of California, 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 a U.S. District Court for the Central District of California or any court of the State of California having subject matter jurisdiction.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


XXXXXXXXX.XXX, INC.

By:		/s/ Xxxx Xxx
Name:		Xxxx Xxx
Title:		Chief Executive Officer

Address:		000 Xxxxx Xxxxx Xxxxxxxxx, 00^xxXxxxx
		Xxxxxxxx, XX 00000

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTOR:

LUCASZOOM, LLC

By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		VP, CFO and Treasurer

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTOR:

INSTITUTIONAL VENTURE PARTNERS XIII, L.P.

BY: INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC, ITS GENERAL PARTNER

By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		General Partner

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTOR:

GPI CAPITAL GEMINI HOLDCO LP

By: GPI GP LP, its general partner

By: GPI GP Limited, its general partner

By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Director

By:		/s/ Xxxx Xx
Name:		Xxxx Xx
Title:		Authorized Person

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTORS:

FPLZ I, L.P.

By: Francisco Partners GP V, L.P., its General Partner

By: Francisco Partners GP V Management, LLC, its General Partner

By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Director

FPLZ II, L.P.

By: Francisco Partners GP V, L.P., its General Partner

By: Francisco Partners GP V Management, LLC, its General Partner

By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Director

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTORS:

FPLZI, L.P.

By:		Francisco Partners GP V, L.P., its General Partner

By:		Francisco Partners GP V Management, LLC, its General Partner


By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Director


FPLZ II, L.P.

By:		Francisco Partners GP V, L.P., its General Partner

By:		Francisco Partners GP V Management, LLC, its General Partner


By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Director

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTORS:

XXXXXXXXX XXXXXX ALTERNATIVE FUNDS, XXXXXXXXX XXXXXX LONG SHORT FUND

By: Xxxxxxxxx Xxxxxx Investment Advisers LLC, as discretionary investment adviser

By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		MD and Portfolio Manager


XXXXXXXXX XXXXXX EQUITY FUNDS, XXXXXXXXX XXXXXX GUARDIAN FUND

By: Xxxxxxxxx Xxxxxx Investment Advisers LLC, as discretionary investment adviser

By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		MD and Portfolio Manager


XXXXXXXXX XXXXXX EQUITY FUNDS, XXXXXXXXX XXXXXX FOCUS FUND

By: Xxxxxxxxx Xxxxxx Investment Advisers LLC, as discretionary investment adviser

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		MD and Portfolio Manager

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]


NB ALL CAP ALPHA MASTER FUND LTD.

By: Xxxxxxxxx Xxxxxx Investment Advisers LLC, as discretionary investment adviser

By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		MD and Portfolio Manager


ASK AMERICA, L.L.C.

By: Xxxxxxxxx Xxxxxx Investment Advisers LLC, as discretionary investment adviser

By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		MD and Portfolio Manager

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTORS:

FRANKLIN STRATEGIC SERIES – FRANKLIN SMALL CAP GROWTH FUND

BY: FRANKLIN ADVISERS, INC., AS INVESTMENT MANAGER

By:		/s/ Xxxx XxXxxxxxx
Name:		Xxxx XxXxxxxxx
Title:		Vice President

FRANKLIN STRATEGIC SERIES – FRANKLIN GROWTH OPPORTUNITIES FUN D

BY: FRANKLIN ADVISERS, INC., AS INVESTMENT MANAGER

By:		/s/ Xxxx XxXxxxxxx
Name:		Xxxx XxXxxxxxx
Title:		Vice President

FRANKLIN XXXXXXXXX INVESTMENT FUNDS – FRANKLIN U.S. OPPORTUNITIES FUND

BY: FRANKLIN ADVISERS, INC., AS INVESTMENT MANAGER

By:		/s/ Xxxx XxXxxxxxx
Name:		Xxxx XxXxxxxxx
Title:		Vice President

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTOR:

KPCB HOLDINGS, INC., AS NOMINEE

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		CFO

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


		INVESTORS:

TCV IX, L.P.		TCV IX (A), L.P.
a Cayman Islands exempted limited partnership, acting by its general partner		a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management IX, L.P. a Cayman Islands exempted limited partnership, acting by its general partner		Technology Crossover Management IX, L.P. a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management IX, Ltd. a Cayman Islands exempted company		Technology Crossover Management IX, Ltd. a Cayman Islands exempted company

By:	/s/ Xxxxxxxx X. Xxxxxx	By:	/s/ Xxxxxxxx X. Xxxxxx
Name:	Xxxxxxxx X. Xxxxxx	Name:	Xxxxxxxx X. Xxxxxx
Title:	Authorized Signatory	Title:	Authorized Signatory

TCV IX (B), L.P.		TCV MEMBER FUND, L.P.
a Cayman Islands exempted limited partnership, acting by its general partner		a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management IX, L.P. a Cayman Islands exempted limited partnership, acting by its general partner		Technology Crossover Management IX, Ltd. a Cayman Islands exempted company

Technology Crossover Management IX, Ltd. a Cayman Islands exempted company		By: Name: Title:	/s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx Authorized Signatory
By:	/s/ Xxxxxxxx X. Xxxxxx
Name:	Xxxxxxxx X. Xxxxxx
Title:	Authorized Signatory

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


		INVESTORS:

TA XII-A, L.P.		TA XII-B, L.P.

By:	TA Associates XII GP L.P.	By:	TA Associates XII GP L.P.
Its:	General Partner	Its:	General Partner

By:	TA Associates, L.P.	By:	TA Associates, L.P.
Its:	General Partner	Its:	General Partner

By:	/s/ Xxxxxxxx Xxxxx	By:	/s/ Xxxxxxxx Xxxxx
Name:	Xxxxxxxx Xxxxx	Name:	Xxxxxxxx Xxxxx
Title:	Managing Director	Title:	Managing Director

TA INVESTORS XII, L.P.

By:	TA Associates, L.P.
Its:	General Partner

By:	/s/ Xxxxxxxx Xxxxx
Name:	Xxxxxxxx Xxxxx
Title:	Managing Director

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTOR:

WCP HOLDINGS IV, L.P.

By:		WCP XX XX, L.P., its general partner
By:		WCP XX XX, LLC, its general partner

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Member

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.


INVESTORS:

CROSS CREEK CAPITAL II, L.P.

By:		Cross Creek Capital II GP, LLC
		Its Sole General Partner

By:		/s/ Xxxxx Xxxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxxx
		Title: Managing Director

CROSS CREEK CAPITAL PARTNERS IV, L.P.

By:		Cross Creek Capital Partners IV GP, LLC
		Its Sole General Partner

By:		/s/ Xxxxx Xxxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxxx
		Title: Managing Director

CROSS CREEK PARTNERS V, LP

By:		Cross Creek Partners V GP, LLC
		Its Sole General Partner

By:		/s/ Xxxxx Xxxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxxx
		Title: Managing Director

[Signature Page to Third Amended and Restated Investors‘ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.

SENIOR EXECUTIVE STOCKHOLDER:

/s/ Xxxx Xxx

XXXX XXX

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.

SENIOR EXECUTIVE STOCKHOLDER:

/s/ Xxxxx Xxx

XXXXX XXX

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.

SENIOR EXECUTIVE STOCKHOLDER:

/s/ Xxxxx Xxxxxxxxx

XXXXX XXXXXXXXX

[Signature Page to Third Amended and Restated Investors’ Rights Agreement]

SCHEDULE A

INVESTORS


Name		Address
LucasZoom, LLC

Institutional Venture Partners XIII, L.P.

Xxxxxx Xxxxx

Xxxxxx Xxxxx

GPI Capital Gemini Holdco, LP

FPLZ I, L.P.

FPLZ II, X.X.

Xxxxxxxxx Xxxxxx Alternative Funds,
Xxxxxxxxx Xxxxxx Long Short Fund

Xxxxxxxxx Xxxxxx Equity Funds,
Xxxxxxxxx Xxxxxx Guardian Fund

Xxxxxxxxx Xxxxxx Equity Funds,
Xxxxxxxxx Xxxxxx Focus Fund

NB All Cap Alpha Master Fund Ltd

Ask America, LLC


Name		Address

Franklin Xxxxxxxxx








KPCB Holdings, Inc., as Nominee


TCV IX, L.P. TCV IX (A), L.P. TCV IX (B), L.P. TCV Member Fund, L.P.

TA XII-A, L.P. TA XII-B, L.P. TA Investors XII, L.P.

WCP Holdings IV, L.P.



Cross Creek Partners V, L.P. Cross Creek Capital II, L.P. Cross Creek Capital Partners IV, L.P.

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Table of Contents

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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