Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Pe

ARTICLE 2 — RIGHT OF FIRST REFUSAL

Section 2.1 — Grant of Right of First Refusal; Notice. (a) Proposed Transfer Notice Requirement. Each Key Holder hereby unconditionally and irrevocably agrees that, prior to making any voluntary transfer, sale, assignment, pledge, hypothecation, gift, or other disposition of any Transfer Stock or any interest therein (each, a "Proposed Transfer") to any person or entity other than the Company (each, a "Prospective Tr

Section 2.2 — Investors' Right of First Refusal. (a) Grant. To the extent the Company does not exercise its right of first refusal in full pursuant to Section 2.1 with respect to all shares of Transfer Stock identified in the Proposed Transfer Notice, each Investor shall have the right, but not the obligation, to purchase its pro rata share of the remaining Transfer Stock (the "Available Shares") at the same price pe

Section 2.3 — Completion of Transfer to Prospective Transferee. If the Company and the Investors collectively do not exercise their respective rights of first refusal pursuant to Sections 2.1 and 2.2 with respect to all of the Transfer Stock identified in the Proposed Transfer Notice (i.e., the Company and the Investors in the aggregate elect to purchase fewer than all of the Transfer Stock specified in such notice),

Section 2.4 — Exempt Transfers. Notwithstanding anything to the contrary in this Article 2, the right of first refusal provisions of this Article 2 shall not apply to, and no Proposed Transfer Notice shall be required with respect to, the following transfers (each, an "Exempt Transfer"): (a) Permitted Transferees. Any transfer by a Key Holder of Transfer Stock to one or more of the following "Permitted Transferees":

ARTICLE 3 — CO-SALE / TAG-ALONG RIGHTS

Section 3.1 — Co-Sale Right. (a) Grant. If a Key Holder proposes to transfer any shares of Transfer Stock to a Prospective Transferee (a "Proposed Co-Sale Transfer") and the Company and the Investors have not collectively exercised their rights of first refusal pursuant to Article 2 with respect to all of the Transfer Stock specified in the applicable Proposed Transfer Notice, then each Investor shall have the right

Section 3.2 — Conditions to Co-Sale Closing. The closing of the co-sale transaction shall occur simultaneously with the closing of the Key Holder's transfer to the Prospective Transferee, at the same place and on the same date. At the closing: (a) each participating Investor shall deliver to the Prospective Transferee the certificate(s) representing the shares of Equity Securities to be sold by such Investor (or, in

Section 3.3 — Allocation Among Participating Investors. If the Prospective Transferee limits the total number of shares it will purchase in the Proposed Co-Sale Transfer (whether due to regulatory constraints, investment limitations, or otherwise), the available co-sale shares shall be allocated among the participating Investors pro rata, based on the relative number of shares of Equity Securities (on an as-converted

Section 3.4 — Exempt Transfers. The co-sale provisions of this Article 3 shall not apply to any Exempt Transfer described in Section 2.4. For the avoidance of doubt, the exemptions set forth in Section 2.4 apply with equal force and effect to the co-sale provisions set forth in this Article 3, subject to the same conditions and requirements set forth therein with respect to each category of Exempt Transfer.

Section 4.1 — Violation of ROFR or Co-Sale Provisions. (a) Put Right. If a Key Holder makes or attempts to make a transfer of Transfer Stock in contravention of the right of first refusal provisions set forth in Article 2 or the co-sale provisions set forth in Article 3 (a "Prohibited Transfer"), each Investor shall have the right, exercisable upon written notice delivered to the Key Holder within thirty (30) days af

Section 4.2 — Void Transfers. Any transfer of Transfer Stock made in violation of the terms of this Agreement shall be void ab initio and of no force or effect whatsoever. The Company shall not, and it hereby agrees that it will not, (a) record any such transfer on its stock transfer books, (b) recognize the purported transferee as a stockholder of the Company for any purpose, including the payment of dividends, the

ARTICLE 5 — LEGEND AND TRANSFER RESTRICTIONS

Section 5.1 — Stock Certificate Legend. Each certificate representing shares of Transfer Stock held by a Key Holder (or, in the case of uncertificated shares, the book-entry records of the Company or its transfer agent with respect to such shares) shall bear (or, in the case of uncertificated shares, shall be subject to) a legend or notation in substantially the following form: "THE SHARES REPRESENTED HEREBY ARE SUBJ

Section 5.2 — Instructions to Transfer Agent. The Company shall issue and deliver, or cause to be issued and delivered, appropriate stop-transfer instructions to any transfer agent, registrar, or other agent of the Company responsible for maintaining the stock transfer books or book-entry records for the Company's securities, directing such agent not to register the transfer of any shares of Transfer Stock except in

Section 6.1 — Term and Termination. This Agreement shall be effective as of the Effective Date and shall terminate and be of no further force or effect upon the earliest to occur of the following: (a) the closing of a firmly underwritten public offering of shares of the Company's Common Stock pursuant to an effective registration statement under the Securities Act, resulting in aggregate gross proceeds to the Company

Section 6.2 — Amendments and Waivers. (a) Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument executed by each of the following: (i) the Company, (ii) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis), and (iii) the holders of a majority of the shares of Transfer S

Section 6.3 — Governing Law. This Agreement and any claim, controversy, or dispute arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of law principles or rules that would cause the application of the laws of any other jurisdiction.

Section 6.4 — Dispute Resolution; Jurisdiction. (a) Exclusive Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware or (ii) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any matter, the Superior Court of the State of Delaware (Complex Commercial Division) or the United States

Section 6.5 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given, made, and received: (a) if delivered by hand or by nationally recognized overnight courier (e.g., Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), upon actual receipt by the intended recipient; (b) if sent by electronic m

Section 6.6 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, executors, administrators, personal representatives, heirs, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, except in connection with a permitted transfer of Equity Securities to a Person w

Section 6.7 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negot

Section 6.8 — Additional Key Holders. The Company may, with the prior written approval of the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis), require any Person who, after the date hereof, acquires shares of Common Stock directly from the Company (including, without limitation, shares issued pursuant to the exercise

Section 6.9 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement dated as of the date hereof by and among the Company and the Investors party thereto (the "Investors' Rights Agreement"), the Voting Agreement, the Restated Certificate, and all Exhibits hereto, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof

Section 6.10 — Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by means of an electronic signature platform (including

Section 6.11 — Aggregation of Stock. For purposes of determining the pro rata rights and other allocations of Investors under this Agreement, all shares of Equity Securities held or acquired by Affiliated entities or persons shall be aggregated together and treated as though held by a single Investor. Without limiting the generality of the foregoing, shares held by a fund and any parallel funds, co-investment vehicle

Section 6.12 — Specific Performance. Without limiting the generality of Section 4.1(b), each Party acknowledges and agrees that the other Parties would be irreparably harmed by any breach of this Agreement and that monetary damages would not be an adequate remedy for such breach. Accordingly, each Party agrees that, in addition to any other remedies available at law or in equity, the non-breaching Party shall be enti

1. Joinder. The New Key Holder hereby agrees to be bound by all of the terms, conditions, restrictions, and obligations of the Agreement as a "Key Holder" thereunder, with the same force and effect as if the New Key Holder had been an original signatory to the Agreement. All shares of Common Stock and other Equity Securities of the Company acquired by the New Key Holder, whether pursuant to the issuance described abo

2. Representations and Warranties. The New Key Holder hereby represents and warrants that (