Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the respective meanings set forth below: "Board" means the Board of Directors of the Company, as constituted from time to time in accordance with this Agreement and the Restated Certificate. "CEO Designee" has the meaning set forth in Section 2.2(a) of this Agreement. "Change of Control" means (i) a merger, consolidation, reorganizati

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) The term "including" (and its correlatives "include" and "includes") means "including, without limitation." (b) References to "Articles," "Sections," "Exhibits," and "Schedules" are references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. (c) References to a "party" or "Stockholder" include such party's or Sto

ARTICLE 2: VOTING PROVISIONS — BOARD COMPOSITION

Section 2.1 — Board Size The Board shall consist of seven (7) directors. The Restated Certificate shall provide that the authorized number of directors of the Company shall be fixed at seven (7). Each Stockholder agrees to vote all Shares held by such Stockholder, and to take all other actions within such Stockholder's control (whether as a stockholder, director, officer, or otherwise), so as to ensure that the autho

Section 2.2 — Board Composition Each Stockholder agrees to vote all Shares held by such Stockholder at each election of directors of the Company, and to take all other necessary or desirable actions within such Stockholder's control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings, and, if applicable, the

Section 2.3 — Failure to Designate In the event that any party or parties entitled to designate a director pursuant to Section 2.2 shall fail to designate a representative to fill a Board seat within thirty (30) days after the occurrence of a vacancy in such seat (whether by reason of death, resignation, removal, or otherwise), such Board seat shall remain vacant until such time as the designating party or parties de

Section 2.4 — Removal and Replacement A director designated pursuant to Section 2.2 may be removed from the Board (with or without cause) only at the written request of, or upon the affirmative vote of, the party or parties entitled to designate such director under Section 2.2, and any vacancy created by such removal shall be filled only by a person designated by the party or parties entitled to designate such direct

Section 2.5 — No Liability for Voting Obligations No Stockholder shall incur any liability to any other Stockholder, to the Company, or to any other Person for any action taken (or any failure to act) in good faith in exercising such Stockholder's voting obligations under this Article 2, provided that such action (or failure to act) is in compliance with the express terms of this Agreement. The foregoing shall not li

Section 2.6 — Board Observer Rights [Note to Draft: The Parties will discuss whether any Investor that is a party to this Agreement but that does not hold a right to designate a Board member pursuant to Section 2.2 shall be entitled to designate a non-voting observer to attend meetings of the Board. Any such observer right would be subject to customary limitations, including the right of the Board to exclude the obse

Section 2.7 — Compensation; Expenses Non-employee directors shall be entitled to reimbursement of all reasonable out-of-pocket expenses actually incurred in connection with attending meetings of the Board or any committee thereof, including travel, lodging, and meal expenses, upon submission of reasonable documentation supporting such expenses. The payment of any additional director compensation or fees, including an

Section 2.8 — Committees The Board may establish such standing and ad hoc committees as the Board determines to be necessary or appropriate from time to time, in accordance with the Restated Certificate, the Bylaws of the Company, and applicable law. The composition and authority of each such committee shall be determined by the Board; provided, however, that at least one (1) director designated by an Investor pursua

ARTICLE 3: VOTING ON OTHER MATTERS

Section 3.1 — Restated Certificate Each Stockholder agrees to vote all Shares held by such Stockholder, and to take all other actions within such Stockholder's control, in favor of the adoption and filing of the Restated Certificate with the Secretary of State of the State of Delaware, which Restated Certificate shall authorize the issuance of the Series D Preferred Stock and shall set forth the rights, preferences,

Section 3.2 — Increase in Authorized Shares Each Stockholder agrees to vote all Shares held by such Stockholder, and to take all other actions within such Stockholder's control, in favor of any increase in the authorized number of shares of Common Stock or Preferred Stock of the Company reasonably recommended by the Board, to the extent necessary to (a) accommodate the issuance of the Series D Preferred Stock pursuan

Section 3.3 — Voting for ESOP Matters Each Stockholder agrees to vote all Shares held by such Stockholder in favor of any amendment to, or restatement of, the Company's ESOP as may be approved by the Board from time to time, including any increase in the number of shares reserved for issuance thereunder, subject in all cases to the protective provisions set forth in the Restated Certificate and any consent rights of

Section 4.1 — Drag-Along Obligation In the event that a Sale of the Company or Change of Control (a "Drag-Along Sale") is approved by (i) the Board (including the affirmative vote of at least one (1) Founder Designee then serving on the Board), and (ii) the Investor Majority (that is, the holders of a majority of the then-outstanding shares of Preferred Stock, voting together as a single class on an as-converted-to-C

Section 4.2 — Conditions to Drag-Along The obligations of the Stockholders under Section 4.1 shall be subject to the satisfaction of each of the following conditions: (a) Allocation of Consideration. The aggregate consideration to be received by all Stockholders in connection with the Drag-Along Sale shall be allocated among the Stockholders in accordance with the liquidation preferences and distribution provisions s

Section 4.3 — Drag-Along Notice In the event that the conditions set forth in Section 4.1 for a Drag-Along Sale have been satisfied, the Investor Majority (or their designated representative) shall deliver written notice (the "Drag-Along Notice") to each Stockholder not less than fifteen (15) business days prior to the anticipated closing date of the proposed Drag-Along Sale. The Drag-Along Notice shall include the f

Section 4.4 — Exceptions to Drag-Along [Note to Draft: This Section 4.4 is reserved and left intentionally blank pending the resolution of the open negotiation between the Founders and the Investors regarding the inclusion of a minimum enterprise value threshold for the exercise of drag-along rights. As noted in the commentary to Section 4.1, the Founders have proposed that the drag-along obligation set forth in this

Section 4.5 — Irrevocable Proxy In order to secure the performance of each Stockholder's obligations under this Article 4, each Stockholder hereby irrevocably appoints the Investor Majority (or any designee or designees of the Investor Majority) as the attorney-in-fact and proxy of such Stockholder, with full power of substitution, to vote all of such Stockholder's Shares in favor of a Drag-Along Sale and to take all

ARTICLE 5: ADDITIONAL COVENANTS

Section 5.1 — Legend Each certificate (or, in the case of uncertificated shares, each book-entry) representing Shares held by a Stockholder who is a party to this Agreement shall bear (or, in the case of uncertificated shares, shall be subject to) a legend or notation substantially in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED VOT

Section 5.2 — Transfers Subject to Agreement No Stockholder shall Transfer any Shares unless the proposed transferee agrees in writing, as a condition precedent to the effectiveness of such Transfer, to be bound by all of the terms and conditions of this Agreement to the same extent as the transferring Stockholder, by executing and delivering a joinder agreement in substantially the form attached hereto as Exhibit B

Section 5.3 — Conflicting Agreements No Stockholder shall enter into any agreement, arrangement, understanding, or commitment with any Person, whether written or oral, that is inconsistent with, or that conflicts with or would reasonably be expected to conflict with, any provision of this Agreement, including any agreement with respect to the voting or transfer of such Stockholder's Shares that is inconsistent with t

Section 5.4 — Specific Performance Each of the Parties acknowledges and agrees that a breach or threatened breach of any provision of this Agreement would cause irreparable harm and significant injury to the other Parties, the exact amount of which would be difficult or impossible to ascertain, and that monetary damages alone would not be an adequate remedy for any such breach or threatened breach. Accordingly, each

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Section 6.1 — Stockholder Representations Each Stockholder, severally and not jointly, represents and warrants to the Company and to each other Stockholder as of the date hereof as follows: (a) Power and Authority. Such Stockholder has full legal right, power, and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. In the case of any Stockholder that is a natural person, s

Section 6.2 — Company Representations The Company represents and warrants to each Stockholder as of the date hereof as follows: (a) Incorporation and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by its registration with the Delaware Secretary of State under File Number 6274913. The Company has all requisite

Section 7.1 — Termination Events This Agreement shall terminate and be of no further force or effect upon the earliest to occur of any of the following events: (a) the consummation of a Qualified IPO; (b) the consummation of a Sale of the Company or Change of Control in compliance with the applicable provisions of this Agreement (including, if applicable, Article 4); (c) the delivery of a written instrument executed

Section 7.2 — Effect of Termination Upon the termination of this Agreement in accordance with Section 7.1, all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, and this Agreement shall thereafter be null and void; provided, however, that (a) the provisions of Article 6 (Representations and Warranties), Section 8.1 (Notices), Section 8.2 (Governing Law), Sect

Section 7.3 — Termination of Prior Agreement The Prior Agreement is hereby amended, restated, and superseded in its entirety by this Agreement. The Prior Agreement shall be of no further force or effect from and after the date of this Agreement, and all rights and obligations of the parties to the Prior Agreement thereunder shall be deemed terminated and discharged. All references in any Transaction Agreement or othe

Section 8.1 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand or by a nationally recognized overnight courier service, (b) sent by email (with written confirmation of receipt by the recipient), or (c) sent by registered or certified mail, return rec

Section 8.2 — Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.3 — Jurisdiction; Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if subject matter jurisdiction over such matter is vested exclusively in the federal c

Section 8.4 — Entire Agreement This Agreement, together with the Purchase Agreement, the Restated Certificate, the Amended and Restated Investors' Rights Agreement of even date herewith, the Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith, and the other Transaction Agreements, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersed

Section 8.5 — Amendment and Waiver This Agreement may be amended, modified, supplemented, or restated, and any provision hereof may be waived, only by a written instrument signed by (i) the Company (acting with the approval of the Board), (ii) the Founders (or their successors), and (iii) the Investor Majority. No waiver of any provision of this Agreement, and no consent to any departure from the terms hereof, shall

Section 8.6 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, personal representatives, executors, administrators, successors, and permitted assigns. No Party may assign this Agreement or any of its rights or obligations hereunder to any Person without the prior written consent of the other Parties; provided, however, that any Stock

Section 8.7 — Counterparts; Electronic Signatures This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or electronic transmission (including by email delivery of PDF copies) shall constitu

Section 8.8 — Severability If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be 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 the remaining provisions shall continue in full force and effect. The Pa

Section 8.9 — Delays or Omissions No delay or omission by any Party in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. The rights and remedies of the Parties unde

Section 8.10 — Aggregation of Stock All shares of Preferred Stock, Common Stock, or other equity securities of the Company held or acquired by affiliated entities or Persons of any Stockholder (including any fund, parallel fund, co-investment vehicle, or special purpose vehicle that is managed by, or is under common management or control with, such Stockholder or its general partner or investment manager) shall be ag

Section 8.11 — Additional Parties In the event that after the date hereof, the Company issues additional shares of Common Stock, Preferred Stock, or other equity securities (including upon the exercise of options or warrants or the conversio