Document

Exhibit 4.2

Final Form
SENTINEL LABS, INC.
SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
THIS SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of October 28, 2020, by and among Sentinel Labs, Inc., a Delaware corporation d/b/a SentinelOne (the "Company"), each of the holders of shares of the Company's Series Seed Preferred Stock listed on Schedule A hereto (the "Series Seed Investors"), each of the holders of shares of the Company's Series A Preferred Stock listed on Schedule B hereto (the "Series A Investors"), each of the holders of shares of the Company's Series B Preferred Stock listed on Schedule C hereto (the "Series B Investors"), each of the holders of shares of the Company's Series C Preferred Stock listed on Schedule D hereto (the "Series C Investors"), each of the holders of shares of the Company's Series D Preferred Stock listed on Schedule E (the "Series D Investors"), each of the holders of shares of the Company's Series E Preferred Stock listed on Schedule F (the "Series E Investors") and each of the holders of shares of the Company's Series F Preferred Stock listed on Schedule G (the “Series F Investors,” and together with the Series Seed Investors, the Series A Investors, the Series B Investors, the Series C Investors, the Series D Investors and the Series E Investors, the "Investors"), and each of the stockholders listed on Schedule H hereto, each of whom is referred to herein as a "Key Holder."
RECITALS
WHEREAS, the Company, the Series Seed Investors, the Series A Investors, the Series B Investors, the Series C Investors, the Series D Investors, the Series E Investors and the Key Holders (collectively, the "Existing Parties") have entered into that certain Fifth Amended and Restated Investors' Rights Agreement dated as of February 7, 2020 (the "Prior Agreement") and the requisite Existing Parties desire to amend and restate the Prior Agreement in accordance with Section 6.6 thereof;
WHEREAS, the Company and the Series F Investors are parties to the Series F Preferred Stock Purchase Agreement of even date herewith (the "Purchase Agreement"), pursuant to which the Series F Investors have agreed to purchase shares of Series F Preferred Stock; and
WHEREAS, in order to induce the Existing Parties to approve the issuance of shares of Series F Preferred Stock and to induce the Series F Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors, the Key Holders and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Existing Parties hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and the parties to this Agreement further agree as follows:
1.    Definitions.  For purposes of this Agreement:
"Affiliate" means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any private equity or venture 








capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
“Board of Directors” means the board of directors of the Company.
"Common Stock" means shares of the Company's common stock, par value $0.0001 per share.
"Competitor" means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the business of developing, marketing, selling and distributing endpoint security solutions, but shall not include (a) any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than 20% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of any Competitor or (b) any private equity or venture capital fund (including, for the avoidance of doubt, Anchorage Illiquid Opportunities Offshore Master V, L.P. and its Affiliates (collectively, "Anchorage")
"Damages" means any loss, damage, claim or liability (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 loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an 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 the indemnifying party (or any of its agents or Affiliates) 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.
"Derivative Securities" means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.
“Direct Listing” has the meaning set forth in the Restated Certificate.
"Disqualifying Event" means any "bad actor" disqualifying event described in Rule 506(d)(l)(i) to (viii) of the Securities Act, except for a Disqualifying Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) is applicable.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Excluded Registration" means (i) a registration relating-to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) 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; (iv) 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 (v) a registration for a Direct Listing.
"FOIA Party" means a Person that, in the reasonable determination of the Board of Directors, may be subject to, and thereby required to disclose non-public information furnished by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552 ("FOIA"), any state public records access law, any state or other jurisdiction's laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement.
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"Form S-1" means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.
"Form S-3" means 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 that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
"GAAP" means generally accepted accounting principles in the United States.
"Holder" means any holder of Registrable Securities who is a party to this Agreement.
"Immediate Family Member" means 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 natural person referred to herein.
"Initiating Holders" means, collectively, Holders who properly initiate a registration request under this Agreement.
"IPO" means the Company's first underwritten public offering of its Common Stock under the Securities Act.
"Insight" means Insight Venture Partners X, L.P., Insight Venture Partners (Cayman) X, L.P., Insight Venture Partners X (Co-Investors), L.P., and Insight Venture Partners (Delaware) X, L.P.
"Key Holder Registrable Securities" means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.
"Major Investor" means any Investor that, individually or together with such Investor's Affiliates, holds at least 3,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).
"New Securities" means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities; provided, however, that New Securities shall not include Exempted Securities (as defined in the Restated Certificate).
"Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity.
"Preferred Stock" means, collectively, shares of the Company's Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock.
“Qualified Investor” means any Investor that (i) purchased shares of Series F Preferred Stock pursuant to the Purchase Agreement and (ii) as of immediately prior to the IPO or the Direct Listing with a DL Private Placement (as defined herein), continues to hold, individually or together with such Investor's Affiliates, at least 1,658,182 shares of Series F Preferred Stock (as adjusted for any stock split, stock dividend,  combination,  or other recapitalization  or reclassification  effected after the date hereof); provided, that Insight shall be deemed to hold one additional share of Series F Preferred Stock for every two Secondary Shares (as defined in the Purchase Agreement) purchased by Insight in the Secondary (as 
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defined in the Purchase Agreement) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) that Insight continues to hold as of immediately prior to the IPO or the Direct Listing with a DL Private Placement (the “Insight Proviso”).
"Registrable Securities" means (i) any Common Stock held by the Investors, including Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; (iii) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Subsections 2.1 (and any other applicable Section or Subsection with respect to registrations under Subsection 2.1), 2.10, 3.1, 3.2, 4.1 and 6.7; and (iv) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.
"Registrable Securities then outstanding" means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.
“Restated Certificate” means the Company's Eighth Amended and Restated Certificate of Incorporation (as it may be amended and/or restated from time to time).
"Restricted Securities" means the securities of the Company required to bear the legend set forth in Subsection 2.12(b) hereof.
"SEC" means the Securities and Exchange Commission.
"SEC Rule 144" means Rule 144 promulgated by the SEC under the Securities Act.
"SEC Rule 145" means Rule 145 promulgated by the SEC under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Selling Expenses" means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.
"Series A Preferred Stock" means shares of the Company's Series A Preferred Stock, par value $0.0001 per share.
"Series B Preferred Stock" means shares of the Company's Series B Preferred Stock, par value $0.0001 per share.
"Series C Preferred Stock" means shares of the Company's Series C Preferred Stock, par value $0.0001 per share.
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"Series D Preferred Stock" means shares of the Company's Series D Preferred Stock, par value $0.0001 per share.
1.1    "Series E Preferred Stock" means shares of the Company's Series E Preferred Stock, par value $0.0001 per share.
1.2    "Series F Preferred Stock" means shares of the Company's Series F Preferred Stock, par value $0.0001 per share.
1.3    "Series Seed Preferred Stock" means shares of the Company's Series Seed Preferred Stock, par value $0.0001 per share.
2.    Registration Rights. The Company covenants and agrees as follows:
2.1    Demand Registration.
(a)    Form S-1 Demand. If at any time during the period commencing on the date that is one hundred eighty (180) days after the effective date of the registration statement for the IPO or the Direct Listing, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with an anticipated aggregate offering price, net of Selling Expenses, of not less than $10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the "Demand Notice") to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(c) and Subsection 2.3.
(b)    Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(c) and Subsection 2.3.
(c)    Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company's chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the 
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Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period other than an Excluded Registration.
(d)    The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the one hundred eighty (180) day period commencing on the effective date of a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Subsections 2.1(a); or (iii) 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 Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company's good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause  such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request.  A registration shall not be counted as "effected" for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as "effected" for purposes of this Subsection 2.1(d).
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 securities under the Securities Act in connection with the public offering of such securities solely for cash ( other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder  given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.
2.3    Underwriting Requirements.
(a)    If, pursuant to Subsection 2.1, 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, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. 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 Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through 
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such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed  to by all such selling Holders; provided, however, that the number of Registrable Securities which  are not Key Holder Registrable Securities to be included in such underwriting shall not be reduced unless all Key Holder Registrable 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 100 shares.
(b)    In connection with any offering involving an underwriting of shares of the Company's capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders' Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine 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 number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine 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 in their sole discretion determine will not jeopardize the success of the offering. If 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 allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. 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 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO (if the Company has not already completed a Direct Listing), in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder's securities are included in such offering or (iii) notwithstanding (ii) above, any Registrable Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate 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 number of Registrable Securities owned by all Persons included in such "selling Holder," as defined in this sentence.
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(c)    For purposes of Subsection 2.1, a registration shall not be counted as "effected" if, as a result of an exercise of the underwriter's cutback provisions in Subsection 2.3(a), 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.
2.4    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 file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, 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, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that 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 180 days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;
(b)    prepare and 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 Securities Act in order to enable the disposition of all securities covered by such registration statement;
(c)    furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;
(d)    use its commercially reasonable 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 selling Holders; provided that the Company shall not be required 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 underwriter(s) of such offering;
(f)    use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;
(g)    provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(h)    promptly make available for inspection  by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any 
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attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent  corporate documents, and properties of the Company, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to  verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;
(i)    notify each selling Holder, promptly after the Company receives  notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and
(j)    after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.
In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act or a Direct Listing shall have become effective, its insider trading policy shall  provide that the Company's directors may implement a trading program under Rule 10b5-1 of the Exchange Act.
2.5    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 is reasonably required to effect the registration of such Holder's Registrable Securities.
2.6    Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers' and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements not to exceed $25,000, of one counsel for the selling Holders ("Selling Holder Counsel"), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses  of any registration proceeding begun pursuant to Subsection 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 selling 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall 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 not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. All expenses incurred by the Company in connection with a Direct Listing, including, without limitation, all registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Company shall be borne by the Company.
2.7    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.
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2.8    Indemnification.  If  any Registrable Securities are included in a registration statement (i) under this Section 2 or (ii) in connection with a Direct Listing:
(a)    To the extent permitted by law, the Company  will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter   (as defined in the Securities Act) for each 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 Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby  in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent  of the Company, which consent shall not be unreasonably  withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or  are based upon actions or omissions made in reliance upon and  in conformity with written information furnished  by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.
(b)    To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless  the Company, and 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 (as defined in the Securities Act), any  other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid 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 Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that 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 action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this 
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Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party's ability to defend such action.  The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.
(d)    To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 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 Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required  on the part of any party hereto  for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities,  or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect 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 allegedly untrue statement of a material fact, or the omission or alleged omission of 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, (x) no 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 (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation;  and provided further that in no event shall a Holder's liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or 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 Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.
2.9    Reports Under Exchange Act.  With a view to making available to the Holders the benefits of SEC Rule 144 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 shall:
(a)    make and keep available adequate  current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO or Direct Listing (whichever occurs first);
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(b)    use commercially  reasonable efforts to 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 (at any time after the Company has become subject to such reporting requirements); and
(c)    furnish to any Holder,  so long as the Holder  owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective  date of the registration  statement filed by the Company for the IPO or Direct Listing (whichever occurs first)), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies) and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant  to Form S-3 (at any time after the Company so qualifies to use such form).
2.10    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 at least fifty-five percent (55%) of the Registrable Securities then outstanding, voting together as a single class on an as-converted basis (such Holders, the "Requisite Holders"), enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.11.
2.11    "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 registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days (plus an additional eighteen (18) days to the extent necessary to comply with regulatory requirements) in the case of the IPO (if the Company has not already completed a Direct Listing)), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions  on  (1)  the  publication   or  other  distribution  of research  reports  and  (2)  analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions  or amendments thereto)(such period, the "Standoff Period"), (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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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 Subsection 2.11 shall apply only to the IPO (if the Company has not already completed a Direct Listing) and shall not apply to the sale of any shares in a Direct Listing, or to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the 
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Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all directors and officers of the Company and all stockholders individually owning more than one percent (1%) of the Company's outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock).  The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 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 connection with such registration that are consistent with this Subsection 2.11  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 ( other than discretionary financial hardship waivers not exceeding $50,000 for any Holder of shares of Common Stock) shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.
2.12    Restrictions on Transfer
(a)    The Preferred Stock and the Registrable  Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are  intended to ensure compliance with the provisions of the Securities Act.  A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.
(b)    Each certificate or instrument representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be stamped or otherwise imprinted with a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH SHARES  MAY  NOT  BE  SOLD,  PLEDGED,  OR TRANSFERRED  IN  THE  ABSENCE   OF  SUCH  REGISTRATION   OR  A  VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS  OF SAID ACT.
THE  SECURITIES  REPRESENTED  HEREBY  MAY  BE  TRANSFERRED  ONLY  IN ACCORDANCE    WITH   THE   TERMS   OF   AN   AGREEMENT    BETWEEN    THE COMPANY  AND  THE  STOCKHOLDER, A  COPY  OF WHICH  IS  ON FILE  WITH THE SECRETARY OF THE COMPANY.
The  Holders   consent  to  the  Company  making  a  notation  in  its  records   and  giving instructions  to  any  transfer  agent  of the  Restricted  Securities  in order  to  implement  the restrictions  on transfer set forth in this Subsection 2.12.
(c)    The  holder   of  each  certificate   representing   Restricted   Securities, by acceptance  thereof,  agrees  to  comply  in all respects  with the provisions  of this  Section 2.  Before any proposed  sale,  pledge,  or  transfer  of any  Restricted  Securities,  unless  there  is  in  effect  a registration statement under the Securities Act covering the proposed transaction,  the Holder thereof shall 
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give notice to the Company of such Holder's intention to effect such sale, pledge,  or transfer.   Each such notice shall describe the manner and circumstances  of the proposed  sale, pledge,  or transfer in sufficient detail and,  if reasonably  requested  by  the  Company,  shall  be  accompanied  at  such  Holder's  expense  by  either  (i)  a written  opinion  of legal counsel  who  shall,  and whose  legal opinion  shall,  be reasonably  satisfactory  to the  Company,  addressed  to  the  Company,  to  the  effect  that  the  proposed  transaction  may  be  effected without registration  under the Securities Act; (ii) a "no action"  letter from the SEC to the effect  that the proposed  sale, pledge,  or transfer  of such Restricted  Securities  without  registration  will  not result  in  a recommendation   by  the  staff  of the  SEC  that  action  be  taken  with  respect  thereto;  or  (iii)  any  other evidence reasonably  satisfactory  to counsel to the Company to the effect that the proposed  sale, pledge, or transfer  of  the  Restricted   Securities  may  be  effected   without  registration   under  the  Securities  Act, whereupon  the  Holder  of such  Restricted   Securities  shall  be  entitled  to  sell,  pledge,  or  transfer  such Restricted  Securities in accordance  with the terms of the notice given by the Holder to the Company.   The Company  will not require  such a legal opinion  or "no  action"  letter (x) in any transaction  in compliance with SEC Rule  144 or (y) in any transaction  in which  such Holder distributes  Restricted  Securities to an Affiliate  of such Holder for no consideration; provided  that each transferee  agrees in writing to be subject to the terms  of this Subsection 2.12.  Each certificate  or instrument evidencing  the Restricted  Securities transferred  as above provided  shall bear, except  if such transfer  is made pursuant  to  SEC Rule  144, the appropriate  restrictive  legend  set forth  in  Subsection 2.12(b), except that such certificate  shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company,  such legend is not required in order to establish compliance with any provisions of the Securities Act.
(d)    Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial  interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable  satisfaction  of the Company  that the proposed  transferee  is not subject to any Disqualifying  Event,  except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed,  reasonably  in advance of the transfer, in writing in reasonable detail to the Company.
2.13    Termination of Registration Rights.  The right of any Holder to request registration  or  inclusion  of Registrable   Securities  in  any  registration  pursuant  to  Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a)    the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate;
(b)    as  to  any  holder  of less  than  one  percent  (1%)   of  the  outstanding Registrable  Securities, at such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder's shares without limitation during a three-month period without registration; and
(c)    the fifth  anniversary  of the IPO  or a Direct  Listing  (whichever  occurs first).
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3.    Information Rights.
3.1    Delivery of Financial Statements.  The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:
(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,  (i) a balance sheet as of the end of such year,  (ii) statements of income and of cash flows for such year,  and (iii) a statement of stockholders'  equity as of the end  of such year; all such financial  statements  prepared  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 quarter  of each fiscal year of the Company,  unaudited  statements  of income and of cash flows for such  fiscal quarter,  and an unaudited  balance  sheet and a statement of stockholders'  equity as of the  end  of  such  fiscal  quarter   all  prepared   in  accordance   with  GAAP  ( except  that  such   financial statements  may (i) be subject  to normal year-end  audit adjustments;  and (ii) not contain all notes thereto that may be required in accordance  with GAAP);
(c)    as soon as practicable, but in any event within thirty (30) days before the end of each fiscal year,  a budget and operating plan for the next fiscal year (the "Budget"), prepared on a monthly basis, including balance sheets,  income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(d)    upon  request,  with  respect  to  the  financial  statements  called  for  in Subsection 3.1(a), Subsection 3.1(b), and Subsection 3.1(c), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Subsection 3.1(b), and Subsection 3.1(c)) and fairly present  the financial  condition  of the Company and its results of operation for the periods specified therein.
Notwithstanding any of the foregoing, the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality  agreement, in form acceptable to the  Company)  or (ii) the  disclosure  of which  would  adversely  affect  the  attorney-client  privilege between the Company and its counsel.
If, for any period, the Company has 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.
Notwithstanding anything else in this Subsection 3.1 to the contrary,  the Company may cease providing  the information  set forth in this Subsection 3.1 during the period starting with the date sixty (60) days before the Company's good-faith estimate of the date of filing of a registration statement if it  reasonably  concludes  it  must  do  so to comply  with  the  SEC rules  applicable  to such registration statement  and  related  offering  or Direct  Listing;  provided that the Company's  covenants  under  this Subsection 3.1 shall be reinstated  at such time  as the  Company  is no  longer  actively  employing  its commercially reasonable efforts to cause such registration statement to become effective.
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For purposes  of this Section 3.1,  Qualcomm Ventures  LLC,  its Affiliates,  and each of their   permitted  successors  and assigns  (collectively,  “Qualcomm”) shall be deemed  to be  a “Major Investor”  and entitled to the delivery of financial information  as permitted herein to the Major  Investors of the Company.  The provisions  of this  Section 3.1  as it relates  to the right of Qualcomm  to receive financial information  of the Company may be amended and the observance of any term thereof may be waived only with the written consent of Qualcomm.
3.2    Inspection.  The Company  shall permit  each Major  Investor  (provided  that the Board  of Directors  has  not  reasonably  determined  that  such  Major  Investor  is a Competitor  of the Company),  at such Major Investor's  expense,  to visit and inspect the Company's properties;  examine its books of account and records;  and discuss the Company's  affairs,  finances,  and accounts with its officers, during  normal  business  hours  of the  Company  as may  be reasonably  requested  by  the Major Investor; provided, however, that the  Company  shall not be obligated  pursuant  to this  Subsection 3.2  to provide access to any information  that it reasonably  and in good faith considers to be a trade secret or confidential information  (unless  covered  by  an  enforceable   confidentiality   agreement,  in  form  acceptable   to  the Company)  or the  disclosure  of which  would  adversely  affect  the  attorney-client  privilege  between  the Company and its counsel.
3.3    Observer Rights.
(a)    As long as Data Collective II, L.P. ("Data Collective") owns not less than fifty percent (50%) of the shares of Series Seed Preferred Stock originally purchased by it under the Seed Agreement  (or an equivalent  amount of Common  Stock issued upon conversion thereof),  the Company shall invite Matthew Ocko to attend all meetings of the Board of Directors and committees  of the Board of Directors in a nonvoting observer capacity.  In this respect, the Company shall give Mr. Ocko copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Mr. Ocko agrees to hold in confidence  and trust  and to act in a fiduciary  manner  with respect  to all information  so provided  and to be bound by the provisions  of Subsection 3.5 of this Agreement; and provided  further,  that the Company  reserves  the right to withhold  any information  and to exclude Mr. Ocko from any meeting or portion thereof if access to such information or attendance at such meeting that the company  reasonably  believes, upon  advice  of counsel,  would  adversely  affect  the  attorney-client privilege  between  the Company  and its counsel  or result in disclosure  of trade secrets or a conflict of interest, or if Mr. Ocko is a Competitor of the Company.   For the avoidance of doubt, the Company shall not be  obligated  to provide  observer  rights  under  this  Subsection 3.3 to any representative  of Data Collective other than Mr. Ocko.
(b)    As long as Redpoint Omega II, L.P. ("Redpoint") owns not less than fifty percent  (50%) of the shares of Series C Preferred  Stock originally purchased  by it under the Purchase Agreement  (or an equivalent  amount of Common  Stock issued upon conversion thereof),  the Company shall invite  one designee  of Redpoint,  who shall initially be Elliot Geidt,  to attend all meetings  of the Board  of Directors  in a nonvoting  observer  capacity.    In this  respect,  the  Company  shall  give  such designee  copies  of all notices, minutes, consents, and other materials  that  it provides  to its directors; provided,  however,  that such designee  agrees to hold in confidence  and trust and to act in a fiduciary manner with respect to all information so provided and to be bound by the provisions of Subsection 3.5 of this Agreement;  and provided  further,  that the Company reserves the right to withhold  any information and to  exclude  such designee  from  any meeting  or portion  thereof if access  to such  information  or attendance  at  such  meeting  that  the  company  reasonably  believes,  upon  advice  of counsel,  would adversely affect the attorney-client  privilege between the Company and its counsel or result in disclosure of trade secrets, or if such designee is a Competitor of the Company.
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(c)    As  long  as Anchorage  owns not  less than  fifty percent  (50%)  of the shares  of Series  D Preferred  Stock  originally  purchased  by  it under  the Purchase  Agreement  (or  an equivalent  amount  of Common  Stock issued upon  conversion  thereof), the Company  shall invite one designee  of Anchorage,  who  shall  initially  be Alex  Kassan,  to attend  all meetings  of the  Board  of Directors in a nonvoting observer capacity.   In this respect, the Company shall give such designee copies of all notices, minutes,  consents,  and other materials that it provides to its directors; provided, however, that such designee agrees to hold in confidence and trust all information so provided and to be bound by the provisions  of Subsection 3.5  of this Agreement;  and provided further,  that the Company reserves the right to withhold  any information and to exclude such designee from any meeting  or portion thereof if access to such information  or attendance  at such meeting  that the Company  reasonably  believes,  upon advice  of counsel,  would  adversely  affect  the  attorney-client  privilege  between  the  Company  and  its counsel or result in disclosure of trade secrets.
3.4    Termination of Information and Observer Rights.  The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of an IPO or a Direct Listing (whichever occurs first), (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
3.5    Confidentiality.  Each Investor agrees that such Investor will keep confidential and  will  not  disclose,  divulge,  or  use  for  any  purpose   (other  than  to  monitor  its  investment   in  the Company)  any  confidential  information   obtained  directly  or  indirectly  from  the  Company  (including notice of the Company's  intention to file a registration  statement), unless such confidential  information (a) is known or becomes  known to the public in general ( other than as a result of a breach  of this Subsection 3.5 by  such  Investor),  (b) is or has been  independently  developed  or conceived  by the Investor  without use  of or reliance  upon  the  Company's  confidential  information,  or (c) 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 (i) 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, provided  that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality  of such information;  (ii) to any prospective  purchaser  of any Registrable  Securities from such Investor,  if such prospective purchaser  agrees to be bound by the provisions  of this Subsection 3.5, provided that (x) the Investor provides such prospective purchaser's identity to the Company prior to any disclosure  of confidential  information  and (y) the Board  of Directors  confirms  in writing  that  it has determined  that such prospective  purchaser  is not a Competitor  of the Company;  (iii) to any existing or prospective  Affiliate, partner,  limited partner, member,  stockholder,  or wholly owned subsidiary of such Investor in the ordinary course of business;  provided,  that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality  of such information; or (iv) as may otherwise  be (x) required  by law, including  under  a judicial  or governmental  order  or in connection with a judicial  or governmental proceeding, or (y) required or requested under any regulation or any regulatory  or supervisory authority with authority over such Investor, provided that, to the extent practical  and permitted  to do so under  applicable  law, rule, regulation  or order, the Investor promptly notifies  the Company  of such disclosure  (other than in the case of where  such disclosure  is made  in connection with an examination by any regulatory or supervisory authority) and takes reasonable steps to minimize the extent of any such required disclosure.
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4.    Rights to Future Stock Issuances.
4.1    Right of First Offer.  Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall  first  offer  such New  Securities  to each  Major  Investor.   A Major  Investor  shall be  entitled  to apportion the right of first offer hereby granted to it in such proportions  as it deems appropriate,  among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having "beneficial ownership," as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor ("Investor Beneficial Owners"); provided that, each such Affiliate or Investor  Beneficial  Owner:  (x) is not a Competitor  or FOIA Party,  unless  such party's purchase  of New  Securities  is otherwise  consented  to by the Board  of Directors, and (y) agrees to enter into this Agreement  and each of the Seventh Amended and Restated Voting Agreement  and Sixth Amended  and Restated Right of First Refusal and Co-Sale Agreement  of even date herewith  among the Company,  the Investors and the other parties named therein,  as an "Investor" under each such agreement (provided that, any Competitor or FOIA Party  shall not be entitled to any rights as a Major  Investor  under Subsections 3.1, 3.2 and 4.1 hereof).
(a)    The  Company  shall  give  notice  (the  "Offer Notice") to each Major Investor, 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 notification  to the Company within twenty (20) days after the Offer Notice is given,  each Major Investor may elect to purchase or otherwise acquire,  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 Common  Stock then held by such Major  Investor (including  all shares of Common  Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative  Securities then held by such Major Investor) bears to the total Common Stock then outstanding  (assuming  full conversion  and/or  exercise, as applicable, of all Preferred  Stock and other Derivative  Securities)  (such portion  of the New Securities hereinafter  referred to as a Major  Investor's "Pro Rata Share").  At the expiration of such twenty (20) day period, the Company shall promptly notify each  Major  Investor  that  elects  to purchase  or acquire  all the  shares  available  to  it (each,  a "Fully Exercising Investor") of any other Major Investor's failure to do likewise.  During the ten (10) day period commencing  after the Company has given such notice,  each Fully Exercising  Investor  may,  by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held,  or issuable (directly or indirectly) upon conversion  and/or exercise,  as applicable,  of Preferred Stock  and any other  Derivative  Securities  then  held, by  such Fully  Exercising  Investor  bears  to the Common  Stock issued and held, or issuable (directly or indirectly) upon conversion  and/or exercise, as applicable,  of the Preferred  Stock and any other Derivative  Securities then held,  by all Fully Exercising Investors  who wish  to purchase  such unsubscribed  shares.   The closing  of any sale pursuant  to this Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c).
(c)    If all New Securities referred to in the Offer Notice are not elected to be purchased  or acquired  as provided  in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed  portion of such New 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 
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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 Major Investors in accordance with this Subsection 4.1.
(d)    The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted  Securities (as defined in the Restated  Certificate),  (ii) shares of Common  Stock issued in the IPO or (iii) shares of Series F Preferred  Stock issued pursuant  to the Purchase  Agreement, including, without limitation, shares issued at the Insight Closing (as defined in the Purchase Agreement), if any.
(e)    Notwithstanding anything to the contrary herein,  if the rights of a Major Investor under Subsection 4.1 with respect  to an offering  of New  Securities  are waived  without  the consent of such  Major  Investor,  and any Major  Investor  actually purchases  any New  Securities in any such  offering,  then  each  Major  Investor  who  did  not  consent  to  such  waiver  shall  be  permitted  to participate  in such offering  on a pro rata basis  (based  on the level of participation  of the Major  Investor purchasing  the  largest  portion  of such  Major  Investor's  Pro  Rata  Share),  in  accordance  with  the  other provisions  (including  notice and election periods)  set forth in Subsection 4.1; provided, however, that in no  event  shall  this  Subsection 4.1(e) give rise  to a right  of any Major  Investor  to purchase  more New Securities  than  such Major  Investor's  Pro  Rata  Share.   The preceding  sentence  may not be amended  or waived without the consent of each Major Investor.
4.2    Termination.  The covenants  set forth in Subsection 4.1  shall terminate  and be of no  further  force  or  effect  (i)  immediately   before  the  consummation   of an  IPO  or  a  Direct  Listing (whichever   occurs   first),   (ii)  when   the   Company   first  becomes   subject   to  the  periodic   reporting requirements  of Section 12(g)  or 15(d)  of the Exchange Act,  or (iii) upon a Deemed Liquidation  Event, as such term is defined in the Restated Certificate, whichever  event occurs first.
5.    Additional  Covenants.
5.1    Employee Agreements.  The Company  will  cause  each person  now  or hereafter employed   by   it   or   by   any   subsidiary   ( or   engaged   by   the   Company   or   any   subsidiary    as   a consultant/independent  contractor)  with  access  to  confidential  information and/or  trade  secrets  to  enter into  a nondisclosure  and proprietary  rights  assignment  agreement  substantially  in the form  approved  by the Board of Directors.
5.2    Employee Stock.    Unless  otherwise   approved  by  the  Board  of Directors,  all future employees  and consultants  of the Company  who purchase, receive  options to purchase, or receive awards  of shares  of the  Company's   capital  stock  after  the  date  hereof  shall  be  required  to  execute restricted stock or option agreements,  as applicable, providing  for (i) vesting of shares over a four (4) year period, with the first twenty-five  percent  (25%)  of such shares vesting  following  twelve  (12) months  of continued  employment  or service,  and the remaining  shares  vesting  in equal monthly  installments  over the following  thirty-six  (36) months, and (ii) a market  stand-off  provision  substantially  similar to that in Subsection 2.11.  In addition, unless  otherwise  approved  by the Board  of Directors, the Company  shall retain a "right  of first refusal"  on employee  transfers until the IPO or a Direct Listing  (whichever  occurs first) and shall have the right to repurchase  unvested  shares at cost upon termination  of employment  of a holder of restricted stock.
5.3    Insurance.   The Company  shall use commercially  reasonable  efforts  to maintain, from financially  sound and reputable  insurers,  (a) "directors and officers"  liability insurance  and (b) term "key person" insurance on each of Tomer Weingarten  and Almog Cohen,  each in an amount and on terms and  conditions  satisfactory  to the  Board  of Directors,  and will  use  
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commercially  reasonable  efforts  to cause such insurance  policies  to be maintained  until such time as the Board  of Directors  determines  that such insurance  should be discontinued.   The key person  policy  shall name the  Company  as loss payee, and neither policy  shall be cancelable by the Company without prior approval by the Board of Directors. Notwithstanding any other provision  of this Section 5.3 to the contrary,  for so long as a Series B Director, a Series C Director  or a Series D Director  (each as defined in the Seventh Amended  and Restated  Voting Agreement,  dated  as  of the  date  hereof,  by  and  among  the  Company  and  the  other  parties  thereto)  is serving  on the Board  of Directors, the  Company  shall  not  cease  to maintain  a  "directors  and  officers" liability insurance policy with a carrier and in an amount satisfactory  to the Board of Directors.
5.4    Directed Shares.  If the Company  undertakes  (x) an IPO  or (y) a Direct  Listing that is completed  concurrently  with a private placement  transaction  that is exempt from the Securities Act (a "DL Private Placement"), whichever occurs first, the Company will:
(a)    in the event of an IPO,  use its commercially  reasonable  efforts  to allocate,  or to cause  its managing  underwriter(s)  to allocate, to each Qualified  Investor, either under  a “directed  share program”  or  in  a concurrent  private  placement  transaction  that  is  exempt  from  the  Securities  Act  (an "IPO Private Placement" and, together  with the DL Private Placement, each a "Concurrent Private Placement"),  such decision  being  at the Company's  sole discretion,  in either case on the same terms being offered  to the public  investors  in the IPO, the right (but not the obligation)  to purchase  up to a number  of shares of Common  Stock in the IPO or the IPO Private  Placement  equal to such Qualified Investor's Share Allocation (as defined below).
(b)    in the event of a DL Private Placement, use its commercially reasonable efforts to allocate  to each Qualified  Investor, in such DL Private  Placement, on the terms being  offered  by the Company in such DL Private Placement, the right (but not the obligation) to purchase up to a number of shares of Common Stock in the DL Private Placement equal to such Qualified Investor's Share Allocation (as defined below).
(c)    For purposes  of this Section 5.4, a Qualified Investor's  “Share Allocation”  is a number  of shares  of Common  Stock  with  an  aggregate  purchase  price  equal  to  (i)  a  fraction,  the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of the shares of Series F Preferred Stock held by each Qualified Investor (including, with respect to Insight, the shares of Series F Preferred  Stock deemed held by Insight in accordance with the Insight Proviso) as of immediately prior to the IPO or the DL Private Placement, as applicable, and the denominator of which is the aggregate  number  of shares of Common  Stock issued or issuable upon conversion  of the shares of Series F Preferred Stock held by all Qualified Investors (including the shares of Series F Preferred Stock deemed held by Insight in accordance with the Insight Proviso) as of immediately prior to the IPO or the DL Private Placement,  as applicable, multiplied by (ii) the lesser of (a) $50,000,000  and (b) 20% of the aggregate  gross  proceeds  received  by  the  Company  in the  IPO  or the  DL  Private  Placement.  Each Qualified Investor shall have the right to apportion its Share Allocation among itself and its Affiliates. If a Qualified  Investor  (including  any  of its  Affiliates)   does  not  purchase  the  entire  Share  Allocation apportioned to such Qualified Investor (a “Non-Fully Participating Investor”), and the other Qualified Investor(s)  (including  any of their Affiliates)  purchase(s)  the entire Share Allocation  apportion  to such other   Qualified   Investor(s)   (collectively,  the  “Fully Participating Investors”),   each  such  Fully Participating  Investor will have the right (but not the obligation) to purchase on a pro rata basis (based on the level of participation  of the Fully Participating  Investors  purchasing  the entire Share Allocation  of each such Fully Participating Investors Share Allocation) the Share Allocation for such Non-Fully Participating   Investor   was   entitled   to  purchase   but   did  not   purchase.   Each   Qualified   Investor acknowledges   that  notwithstanding   the  
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terms  of this  Agreement,  the  designation  of shares  by  the managing  underwriter(s)  and/or the issuance  of shares in a Concurrent  Private  Placement  will only be made in compliance with all federal and state securities laws, including, without limitation, the Securities Act, all applicable rules and regulations promulgated by FINRA (including FINRA Rules 2010 and 5130) and such other self-regulatory organizations  as may be applicable in connection with the IPO, the Direct Listing or the Concurrent Private Placement or have authority over the participants therein. The Company and the  Investor  each  acknowledge  that  this  indication of interest  is not  intended  to be  an offer  to purchase  from the Investor but merely an indication of interest to assist the Company in structuring the IPO  or  the  Concurrent  Private  Placement  and  preparing  the  appropriate  disclosure,  if any,  in  the registration statement. The Qualified Investors agree and acknowledge that in case of a Direct Listing, the Company in its sole discretion may determine whether to complete a primary component  in connection with such Direct Listing, and if the Company completes a Direct Listing with no primary component, the Investor agrees that its Share Allocation  rights pursuant  to this Subsection 5.4 shall be deemed waived and of no further force or effect  without any further action by the Investor or the Company.  All shares purchased pursuant to this Subsection 5.4 shall be subject to a customary “market stand-off” agreement to be entered into with the underwriters  for the duration of the Standoff Period.   Any discretionary release, waiver  or termination  of the restrictions  of any or all of such “market stand-off”  agreements  ( other than discretionary   financial  hardship  waivers  not  exceeding  $50,000  for  any  Holder  of shares  of Common Stock)  shall  apply  pro  rata  to  all Holders  subject  to  such  agreements,  based  on the  number  of shares subject to such agreements.
5.5    Termination of Covenants.  The covenants  set forth in this Section 5, except for Subsections 5.5 and 5.6 shall  terminate  and be  of no  further  force  or effect  (i) immediately before  the consummation   of the  IPO  or  a  Direct  Listing  (whichever  occurs  first),  (ii)  when  the  Company  first becomes  subject to the periodic  reporting requirements  of Section  12(g)  or 15(d)  of the Exchange Act,  or (iii) upon  a Deemed  Liquidation  Event,  as such  term  is defined  in the Restated  Certificate,  whichever event occurs first.
5.6    Bad Actor Status
(a)    The Company will notify the Investors promptly  in writing in the event a "bad actor" Disqualifying  Event becomes applicable to the Company.
(b)    Each  party  to  this  Agreement  ( other  than  the  Company)  will  promptly notify the Company  in writing if it or, to its knowledge, any person specified in Rule 506(d)(l) under the Securities Act becomes  subject to any Disqualifying  Event.
5.7    FCPA Compliance.  The  Company  shall  not,  and  shall  not  permit  any  of its subsidiaries   and  Affiliates   or  any  of its  or  their  respective  directors,  officers,  managers,  employees, independent contractors, representatives  or agents ( collectively,  “Representatives”) to, promise, authorize or make any payment to, or otherwise contribute any item of value to, any person in violation of the U.S. Foreign Corrupt Practices Aet (“FCPA”) or any other applicable anti-bribery or anti-corruption  law. The Company shall, and shall cause each of its subsidiaries and Affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or Affiliates or any of its or their respective  Representatives  in violation  of the FCPA or any other applicable  anti-bribery  or anti-corruption  law.  The  Company  shall,  and  shall  cause  each  of its  Affiliates  and  subsidiaries  to, maintain  systems  or  internal  controls  (such  as  accounting  systems,  purchasing  systems  and  billing systems)  designed  to ensure  compliance  with  the FCPA  or any other  applicable  anti-bribery  or anti-corruption law.
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5.8    U.S. Real Property Holding Company:   The Company shall conduct its affairs so as to avoid the Company being treated as a “United States Real Property Holding Corporation”  within the meaning of Section 897(c)(2) of the Internal Revenue Code, as amended (the “Code”) and any applicable regulations  promulgated  thereunder  (“USRPHC”).    The Company  shall notify  the Investor  promptly following   any  “determination date”  (as  defined  in  Treasury  Regulations   section   1.897-2(c)(1)) or otherwise within five (5) business days of becoming aware that the Company is, or is reasonably likely to be, a USRPHC.  In addition, at any time upon the Investor's request, the Company shall issue a statement to the Investor,  in form and substance  as described  in Treasury Regulations  sections  1.897-2(h)(1)  and 1.1445-2(c) (or any successor regulations)  and signed under penalties  of perjury,  regarding whether any interest in the Company constitutes a “U.S. real property interest” within the meaning of Section 897(c) of the  Code,  together  with  an  executed  notice  to  the  Internal  Revenue  Service  described  in  Treasury Regulations section 1.897-2(h)(2) (or any successor regulation).  Such statement shall be delivered within ten (10) business days of the Investor's written request therefor.
5.9    Additional Tax Matters.  The Company shall take such actions, including making an election to be treated as an association taxable as a corporation, as may be required to ensure that at all times the Company is classified as corporation for United States federal income tax purposes.
6.    Miscellaneous.
6.1    Successors  and Assigns.   The rights under this Agreement  may be assigned  (but only  with  all  related  obligations)  by  a  Holder  to  a  transferee  of Registrable   Securities  that  (i)  is  an Affiliate  of a Holder (including, without limitation,  an affiliated  charitable foundation,  a retired partner or member of a Holder);  (ii) is a Holder's Immediate  Family Member or trust for the benefit of an individual Holder or one or more of such Holder's  Immediate  Family Members;  or (iii) after such transfer,  holds at least  200,000  shares  of Registrable  Securities  (subject  to  appropriate  adjustment  for  stock  splits,  stock dividends,  combinations,  and other recapitalizations);  provided,  however, that (x) the Company  is, within a reasonable  time  after  such  transfer,  furnished  with  written  notice  of the  name  and  address  of such transferee  and the Registrable  Securities with respect  to which  such rights  are being  transferred;  and (y) such transferee  agrees in a written instrument delivered  to the Company to be bound by and subject to the terms and conditions of this Agreement,  including the provisions  of Subsection 2.11.  For the purposes  of determining   the  number  of shares  of Registrable   Securities  held  by  a  transferee,  the  holdings  of a transferee  (1) that  is an Affiliate  or  stockholder  of a Holder;  (2) who  is a Holder's  Immediate  Family Member; or (3) that is a trust for the benefit  of an individual  Holder  or such Holder's  Immediate  Family Member  shall be aggregated  together  and with those of the transferring  Holder; provided further that all transferees  who  would  not qualify  individually  for assignment  of rights  shall have  a single  attorney-in-fact for the purpose  of exercising  any rights, receiving notices, or taking any action under this Agreement. The terms  and conditions  of this Agreement  inure to the benefit  of and are binding  upon  the respective successors  and  permitted  assignees  of the  parties.    Nothing  in  this  Agreement,  express  or  implied,  is intended  to  confer  upon  any  party  other  than  the  parties  hereto  or  their  respective   successors   and permitted  assignees  any rights, remedies, obligations  or liabilities under  or by reason  of this Agreement, except as expressly provided herein.
6.2    Governing Law.   This Agreement  shall be governed  by  the internal  law  of the State  of Delaware  as  applied  to  agreements  entered  into  among  Delaware  residents  to  be  performed entirely within Delaware without regard to principles  of conflicts of law.
6.3    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  
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same instrument.  Counterparts   may  be  delivered   via  facsimile,  electronic   mail  (including pdf)  or  other transmission  method  and  any  counterpart  so  delivered  shall  be  deemed  to  have  been  duly  and  validly delivered and be valid and effective for all purposes.
6.4    Titles and Subtitles.  The titles  and  subtitles  used  in  this  Agreement  are  for convenience  only and are not to be considered in construing or interpreting this Agreement.
6.5    Notices.  All notices  and  other  communications  given  or made pursuant  to this Agreement  shall be in writing and shall be deemed effectively  given upon the earlier of actual receipt or: (i) personal  delivery  to  the party  to be  notified;  (ii) when  sent,  if sent by  electronic  mail  or facsimile during  the recipient's  normal  business  hours, and  if not  sent during  normal  business  hours, then  on the recipient's  next  business  day;  (iii)  five  (5)  days  after having  been  sent by  registered  or certified  mail, return  receipt  requested,  postage  prepaid;  or (iv) one (1) business  day after the business  day of deposit with a nationally  recognized  overnight courier, freight prepaid, specifying next-day delivery, with written verification  of receipt.   All communications  shall be sent to the respective  parties at their addresses as set forth on the Schedules hereto,  or to the principal  office of the Company  and to the attention  of the Chief Executive  Officer,  in the case of the Company,  or to such  email address,  facsimile  number,  or address as subsequently  modified  by written notice given in accordance  with this Subsection 6.5.  If notice is given to the Company,  a copy (which  itself shall not constitute  notice)  shall also be sent to Fenwick  & West LLP,  801  California  St., Mountain  View,  CA 94041, Attention:  Cynthia Hess and Steve Levine,  and if  notice  is given  to any  Investor  or Key  Holder,  a copy  shall  also be  given  to any person  or persons  so designated  by such Investor  or Key Holder.  If notice is given to Tiger Global Private Investment  Partners VII,  L.P.  and/or  Tiger  Global  Private  Investment   Partners  XII,  L.P.,  a  copy  (which  itself  shall  not constitute  notice) shall also be sent to Gunderson  Dettmer Stough Villeneuve Franklin & Hachigian LLP,1250 Broadway, 23rd Floor, New York, NY 10001, Attention:  Steven L. Baglio.
6.6    Consent to Electronic Notice.  Each  Investor  and  Key  Holder  consents  to  the delivery  of any stockholder  notice pursuant  to the Delaware  General  Corporation  Law (the "DGCL"), as amended  or  superseded  from  time  to  time,  by  electronic  transmission  pursuant  to  Section  232  of the DGCL (or  any  successor  thereto)  at the electronic  mail  address  set forth below  such  Investor's  or Key Holder's  name on the Schedules hereto,  as updated  from time to time by notice to the Company,  or as on the books  of the  Company.  To the  extent  that  any notice  given  by means  of electronic  transmission  is returned  or undeliverable   for any  reason,  the  foregoing  consent  shall be deemed  to have  been  revoked until a new  or corrected  electronic  mail address  has been provided,  and such attempted  electronic  notice shall be ineffective  and deemed to not have been given.  Each Investor  and Key Holder agrees to promptly notify the Company  of any change in such stockholder's  electronic  mail address,  and that failure to do so shall not affect the foregoing.
6.7    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 the Company  and the holders of at least 55% of the shares of the shares of Common  Stock then issued or issuable upon conversion  of the shares of Preferred  Stock held by the Investors  (voting as a single class);  provided  that the Company  may in its sole discretion  waive  compliance  with  Subsection 2.12(c); and provided  further  that any provision hereof may be waived by any waiving party  on such party's  own behalf,  without the consent of any other party.   Notwithstanding  the  foregoing,  (a)  this Agreement  may  not  be  amended  or terminated  and  the observance  of any term hereof may not be waived with respect to any Investor without the written consent of such  Investor,  unless  such  amendment,  termination,  or  waiver  applies  to  all  Investors  in  the  same fashion;  (b)  Subsection 5.4 and  any  other  subsection  
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applicable  to  the  specific  rights  of the  Qualified Investors  under  Subsection 5.4  (including  this  clause  (b)  of this  Subsection 6.7) may  not  be  amended, modified,  terminated  or waived  without  the prior  written  consent  of   the  holders  of a majority  of the shares of the shares of Common  Stock then issued  or issuable  upon  conversion  of the shares of Series F Preferred  Stock held by the Qualified  Investors  (voting as a separate  class).   Further,  this Agreement  may not be amended,  and no provision  hereof may be waived,  in each case, in any way which would adversely affect  the rights  of the Key Holders  hereunder  in a manner  disproportionate  to any adverse  effect  such amendment  or  waiver  would  have  on  the  rights  of the  Investors  hereunder,  without  also  the  written consent of the holders of at least a majority  of the Registrable  Securities held by the Key Holders  who are then providing  services  to the Company  as officers, employees  or consultants.   The Company  shall give prompt  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 Subsection 6.7 shall be binding  on all parties hereto, regardless  of whether  any  such party  has consented  thereto.   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.
6.8    Waiver of Right of First Offer and Notice under the Prior Agreement.  Pursuant to Section 6.6 of the Prior Agreement,  the Company  and the Requisite  Holders  hereby waive  any and all purchase rights and related notice rights pursuant to Section 4.1  of the Prior Agreement  with respect to the Company's  issuance  and  sale  of up  to  (a) 22,128,984 shares  of Series  F  Preferred   Stock  pursuant  to Section 1.1 of the Purchase  Agreement  and (b) 1,927,298 shares of Series F Preferred  Stock pursuant  to Section 1.3 of the Purchase Agreement.
6.9    Severability.  In  case  any  one  or  more  of the  provisions   contained   in  this Agreement  is for any reason  held to be invalid, illegal or unenforceable  in any respect, such invalidity, illegality,  or unenforceability   shall not  affect  any other provision  of this Agreement,  and  such  invalid, illegal,  or unenforceable  provision  shall  be  reformed  and  construed  so that  it will  be  valid,  legal,  and enforceable to the maximum extent permitted by law.
6.10    Aggregation of Stock.  All  shares of Registrable  Securities  held  or acquired  by Affiliates  shall be aggregated  together for the purpose of determining  the availability  of any rights under this  Agreement  and  such  Affiliated  persons  may  apportion  such  rights  as  among  themselves  in  any manner they deem appropriate.
6.11    Additional Investors.  Notwithstanding  anything to the contrary contained herein, if the Company  issues additional  shares of the Company's  Series F Preferred  Stock after the date hereof, any purchaser  of such  shares  of Series F Preferred  Stock  may  become  a party  to  this  Agreement  by executing and delivering  an additional  counterpart  signature page to this Agreement,  and thereafter  shall be  deemed  an  "Investor"  for  all purposes  hereunder.    No  action  or  consent  by  the  Investors  shall  be required  for  such joinder  to  this  Agreement  by  such  additional  Investor,  so  long  as  such  additional Investor has agreed in writing to be bound by all of the obligations as an "Investor" hereunder.
6.12    Entire Agreement.  This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding  and agreement  among 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  is expressly  canceled.   Upon the effectiveness  of this Agreement, the Prior Agreement  shall  be  deemed  amended  and restated  and  superseded  and  replaced  in  its  entirety  by  this Agreement, and shall be of no further force or effect.
24






6.13    Dispute Resolution.  The parties (a) hereby irrevocably and unconditionally submit  to  the jurisdiction   of the  state  courts  of Delaware  and  to  the jurisdiction   of the  United  States District Court for the District of Delaware  for the purpose  of any suit,  action or other proceeding  arising out of or based  upon  this Agreement,  (b)  agree  not to  commence  any  suit,  action  or other proceeding arising out of or based upon this Agreement  except in the state courts of Delaware  or the United  States District  Court  for the  District  of Delaware,  and  ( c) hereby  waive,  and  agree  not  to  assert,  by  way  of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally  to  the jurisdiction   of the  above-named  courts,  that  its property  is exempt  or  immune  from attachment  or execution, that the suit, action or proceeding  is brought  in an inconvenient  forum, that the venue  of the suit,  action  or proceeding  is improper  or that this Agreement  or the  subject  matter hereof may not be enforced in or by such court.
WAIVER OF JURY TRIAL:  EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE  OTHER  TRANSACTION  DOCUMENTS,  THE  SECURITIES  OR  THE  SUBJECT  MATTER HEREOF   OR  THEREOF.   THE   SCOPE  OF  THIS  WAIVER   IS  INTENDED   TO  BE  ALL-ENCOMPASSING  OF ANY AND ALL DISPUTES  THAT MAY BE FILED IN ANY COURT AND THAT   RELATE   TO   THE   SUBJECT   MATTER   OF   THE   TRANSACTIONS    HEREUNDER, INCLUDING,   WITHOUT   LIMITATION,   CONTRACT  CLAIMS,  TORT  CLAIMS  (INCLUDING NEGLIGENCE),   BREACH   OF  DUTY   CLAIMS,   AND  ALL   OTHER   COMMON   LAW  AND STATUTORY  CLAIMS.  THIS  SECTION  HAS BEEN  FULLY  DISCUSSED  BY EACH  OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH  PARTY  HERETO  HEREBY  FURTHER  WARRANTS  AND  REPRESENTS  THAT  SUCH PARTY  HAS  REVIEWED  THIS  WAIVER  WITH  ITS  LEGAL  COUNSEL,  AND  THAT  SUCH  PARTY  KNOWINGLY  AND  VOLUNTARILY  WAIVES  ITS  JURY  TRIAL  RIGHTS  FOLLOWING CONSULTATION  WITH LEGAL COUNSEL.
Each  party   will   bear   its   own   costs  in  respect   of  any   disputes   arising  under   this Agreement.   The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements  in addition to any other relief to which  such party  may be entitled.   Each of the parties to this Agreement consents to personal jurisdiction  for any equitable action sought in the U.S.  District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.
6.14    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 nonbreaching  or nondefaulting party,  nor shall it be construed to be a waiver of or acquiescence  to any such breach or default,  or to 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.   All remedies, whether under  this  Agreement   or  by  law  or  otherwise  afforded   to  any  party,  shall  be  cumulative   and  not alternative.
[Remainder of Page Intentionally Left Blank]
25







IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		COMPANY:
			
		SENTINEL LABS, INC.
			
		By:	/s/ Tomer Weingarten
			
		Name:	Tomer Weingarten
			
		Title:	Chief Executive Officer


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS  WHEREOF, the parties have executed this Sixth Amended  and Restated Investors' Rights Agreement  as of the date first written above.
						
		KEY HOLDERS:
		
		
		/s/ Tomer Weingarten
		Tomer Weingarten
		
		
		
		Almog Cohen


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS  WHEREOF, the parties have executed this Sixth Amended  and Restated Investors' Rights Agreement  as of the date first written above.
						
		KEY HOLDERS:
		
		
		Tomer Weingarten
		
		
		/s/ Almog Cohen
		Almog Cohen


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS WHEREOF,  the parties  have executed this Sixth Amended and Restated Investors' Rights Agreement as of the date first written above.
									
		INVESTOR:
			
			
		TIGER GLOBAL PRIVATE INVESTMENT PARTNERS VII, L.P.
			
		By: 	Tiger Global PIP Performance VII, L.P.
		Its General Partner
			
		By:	Tiger Global PIP Management VII, Ltd. 
		Its General Partner
			
		By:	/s/ Steve Boyd

		Name:	Steve Boyd

		Title:	Director


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS WHEREOF,  the parties  have executed this Sixth Amended and Restated Investors' Rights Agreement as of the date first written above.
									
		INVESTOR
			
			
		TIGER GLOBAL PRIVATE INVESTMENT PARTNERS VII, L.P.
			
			
		By: 	Tiger Global PIP Performance  XII, L.P.
		Its General Partner
			
		By:	Tiger Global PIP Management XII, Ltd.
		Its General Partner
			
			
		By:	/s/ Steve Boyd
		Name:	Steven Boyd

		Title:	General Counsel
			
			
		JOHN CURTIUS
			
		
		John Curtius


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS WHEREOF,  the parties  have executed this Sixth Amended and Restated Investors' Rights Agreement as of the date first written above.
									
		INVESTOR
			
			
		TIGER GLOBAL PRIVATE INVESTMENT PARTNERS XII, L.P.
			
			
		By: 	Tiger Global PIP Performance XII, L.P.
		Its General Partner
			
		By:	Tiger Global PIP Management XII, Ltd.
		Its General Partner
			
			
		By:	
		Name:	Steve Boyd

		Title:	General Counsel
			
			
			
			
		JOHN CURTIUS
			
		/s/ John Curtius
		John Curtius


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS WHEREOF,  the parties hereto have executed this Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
		SCGE FUND, L.P.
			
			
		By:	/s/ Kimberly Summe
		Name:	Kimberly Summe
		Title:	Chief Operating Officer and General Counsel


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and  Restated Investors' Rights Agreement  as of the date first written above.
									
		INVESTORS:
			
		INSIGHT VENTURE PARTNERS X, L.P.
			
		By: 	Insight Venture Associates X, L.P., its general partner
		By:	Insight Venture Associates X, Ltd., its general partner
			
		By:	/s/ Andrew Prodromos
			
		Name:	Andrew Prodromos
			
		Title:	Authorized Officer
			
			
		INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P.
			
		By:	Insight Venture Associates X, L.P., its general partner
		By:	Insight Venture Associates X, Ltd., its general partner
			
		By:	/s/ Andrew Prodromos
			
		Name:	Andrew Prodromos
			
		Title:	Authorized Officer
			
		INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P.
			
		By:	Insight Venture Associates X, L.P., its general partner
		By:	Insight Venture Associates X, Ltd., its general partner

			
		By:	/s/ Andrew Prodromos
			
		Name:	Andrew Prodromos
			
		Title:	Authorized Officer


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and  Restated Investors' Rights Agreement  as of the date first written above.
									
		INVESTORS:
			
		INSIGHT VENTURE PARTNERS X (CO- INVESTORS), L.P.
		By:	Insight Venture Associates X, L.P., its general partner
		By:	Insight Venture Associates X, Ltd., its general partner
			
		By:	/s/ Andrew Prodromos

			
		Name:	Andrew Prodromos
			
		Title:	Authorized Officer


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto have  executed  this  Sixth Am ended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
		THIRD POINT VENTURES LLC
			
		as nominee for funds managed and/or advised by Third Point LLC

			
		By:	THIRD POINT LLC, its Attorney-in-Fact
			
		By:	/s/ Josh Targoff

			
		Name:	Josh Targoff
			
		Title:	Partner, COO and General Counsel


Third Point Ventures LLC executes this signature page as nominee for funds managed and/or advised by Third Point LLC and not in its individual capacity.
SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
		WESTLY CAPITAL PARTNERS FUND III, L.P.
			
		by its General Partner Westly Capital Associates III, L.L.C.
			
		By:	/s/ Steve Westly
			
		Name:	Steve Westly
			
		Title:	Managing Member
			
			
		WESTLY CAPITAL PARTNERS FUND II, L.P.
			
		by its General Partner Westly Capital Associates II, L.L.C.
			
		By:	/s/ Steve Westly

			
		Name:	Steve Westly
			
		Title:	Managing Member
			
		GREEN COMMUNITIES FUND, L.P.
			
		by its General Partner Green Communities  Associates , L.L.C.
			
		By:	/s/ Steve Westly

			
		Name:	Steve Westly
			
		Title:	Managing Member


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and  Restated Investors' Rights Agreement  as of the date first written above.
									
		INVESTORS:
			
		ANCHORAGE ILLIQUID OPPORTUNITIES OFFSHORE MASTER V, L.P.
			
		By:	Anchorage Capital Group, L.L.C., its investment manager
			
		By:	/s/ Jason  Cohen

		Name:	Jason  Cohen
		Title:	Secretary


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
		VISTA PUBLIC STRATEGIES FUND, L.P.
			
		By:	Vista Public Strategies Fund GP, LLC, its General Partner
			
		By:	VEP Group, LLC, its Senior Managing Member
			
		By:	/s/ Robert F. Smith

			
		Name:	Robert F. Smith
			
		Title:	Managing Member


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
			
		SINEWAVE  VENTURES  FUND I, L.P.
		By:	SineWave Ventures GP, LLC its General Partner
			
		By:	/s/ Yanev Suissa
			
		Name:	Yanev Suissa
			
		Title:	Managing Member
			
		SINEWAVE  VENTURES  DIRECT 3B, L.P.
		By:	SineWave Ventures GP, LLC its General Partner
			
		By:	/s/ Yanev Suissa
			
		Name:	Yanev Suissa
			
		Title:	Managing Member


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN WITNESS WHEREOF,  the parties hereto have executed this Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
		REDPOINT  OMEGA  II, L.P.
		By:	Redpoint Omega II, LLC Its general partner

			
		By:	/s/ R. Thomas Dyal

		Name:	R. Thomas Dyal
			
		Title:	Managing Director
			
		REDPOINT  OMEGA  ASSOCIATES II, LLC, as nominee
			
			
		By:	/s/ R. Thomas Dyal

		Name:	R. Thomas Dyal
			
		Title:	Managing Director


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
		DATA COLLECTIVE II, L.P.
on behalf of itself and as nominee  for Data Collective  II Alpha, L.P., and certain affiliated  entities

			
		By:	Data Collective II GP, LLC
		Its:	General Partner
			
			
		By:	/s/ Zachary Bogue

		Name:	Zachary Bogue
		Title:	Managing  Member
			
			
		DCVC OPPORTUNITY FUND II, L.P.
on behalf of itself and as nominee  for certain affiliated  entities

			
		By:	DCVC Opportunity Fund II GP, LLC
		Its:	General Partner
			
		By:	/s/ Zachary Bogue

		Name:	Zachary Bogue
		Title:	Managing  Member


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT






IN  WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Sixth Amended  and Restated Investors'  Rights Agreement as of the date first written above.
									
		INVESTORS:
			
		GRANITE HILL OPPORTUNITIES FUND II, L.P.
			
		By: 	GH Opportunities GP II, LLC
		Its:	general partner
			
		By:	/s/ Sameet Mehta
			
		Name:	Sameet Mehta
			
		Title:	Managing Member


SIGNATURE PAGE TO SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT







SCHEDULE A
SERIES SEED INVESTORS
						
		
	Name and Address
	
		
	Granite Hill India Opportunities Fund, L.P.	
		
		
		
		
		
	Granite Hill India Parallel Fund, L.P.	
		
		
		
		
		
	Data Collective II, L.P.	
		
		
		
		
		
		
	CC11 (B) L.L.C.	
		
		
		
		
		
		
	Dan and Zoë Scheinman Family Trust	
	Dated 2/23/01	
		
		
		
		
		
	Elan Scheinman	
		
		
		










						
		
	Name and Address	
		
	Roushan A. Zenooz	
		
		
		
		
		
	Andreas Bechtolsheim	
		
		
		
		
		
	LIC Sound, LLC	
		
		
		
		
		











SCHEDULE  B
SERIES A INVESTORS
						
	Tiger Global Private Investment Partners VII, L.P.	
		
		
		
		
	With a copy (which shall not constitute notice) to:	
		
		
		
		
		
		
		
	Westly Capital Partners Fund II, L.P.	
		
		
		
		
		
		
	Data Collective II, L.P.	
		
		
		
		
		
		
	CC11 (B) L.L.C.	
		
		
		
		
		
		
		
	Dan and Zoë Scheinman Family Trust	
	Dated 2/23/01	
		
		
		
		










						
	Elan Scheinman	
		
		
		
		
		
	Roushan A. Zenooz	
		
		
		
		
		
	Andreas Bechtolsheim	
		
		
		
		
		
	Granite Hill India Opportunities Fund, L.P.	
		
		
		
		
		
		
	Granite Hill India Parallel Fund, L.P.	
		
		
		
		











SCHEDULE C
SERIES B INVESTORS
						
	Third Point Ventures LLC
as nominee for funds managed and/or advised by
Third Point LLC	
		
	as nominee for funds managed and/or advised by	
		
		
		
		
		
		
	With copies to (which shall not constitute notice):	
		
		
	and	
		
		
		
		
		
		
		
		
	SineWave Ventures Fund I, L.P.	
		
		
		
		
	Tiger Global Private Investment Partners VII, L.P.	
		
		
		
		
	With a copy (which shall not constitute notice) to:	
		
		
		
		
		
		
		
		










						
	Data Collective II, L.P.	
		
		
		
		
	Westly Capital Partners Fund II, L.P.	
		
		
		
		
		
	Granite Hill India Opportunities Fund, L.P.	
		
		
		
		
		
	Granite Hill India Parallel Fund, L.P.	
		
		
		
		
	Pradeep & Juhi Aswani Trust	
		
		
		
	Green Communities Fund, L.P.	
		
		
		











SCHEDULE D
SERIES C INVESTORS
						
		
		
	Redpoint Omega II, L.P.	
		
		
		
		
	Redpoint Omega Associates II, LLC	
		
		
		
		
	Exclusive Ventures SA	
		
		
		
		
		
	ITV Ventures IV, Inc.	
		
		
		
	Third Point Ventures LLC
as nominee for funds managed
and/or advised by	
	Third Point LLC	
		
		
		
		
		
		
		
		
	With copies to (which shall not constitute notice):	
		
		
	and	
		
		
		
		
		
		










						
	SineWave Ventures Fund I, L.P.	
		
		
		
		
	SineWave Ventures Direct 3, L.P.	
		
		
		
		
	Anchorage IIliquid Opportunities Offshore Master V, L.P.	
		
		
		
		
	DCVC Opportunity Fund II, L.P.	
		
		
		
		
		
	Westly Capital Partners Fund II, L.P.	
		
		
		
		
		
	Green Communities Fund	
		
		
		
		
		
	Granite Hill Opportunities Fund II, L.P.	
		
		
		
		
	LIC Sound, LLC	
		
		
		
		
		










						
	Andreas Bechtolscheim	
		
		
		
		
	Vintage Investment Partners VIII (Cayman) L.P.	
		
		
		
		
		
		
		
		
	Vintage Investment Partners VIII (Israel) L.P.	
		
		
		
		
		
		
		
		
	Vintage Opportunity Fund, L.P.	
		
		
		
		
		
		
		











SCHEDULE E
SERIES D INVESTORS
						
	Anchorage Illiquid Opportunities Offshore Master V, L.P.	
		
		
		
		
		
		
		
		
	DCVC Opportunity Fund II, L.P.	
		
		
		
		
		
		
	Green Communities Fund	
		
		
		
		
		
	Granite Hill Opportunities Fund II, L.P.	
		
		
		
		
	Redpoint Omega II, L.P	
		
		
		
		
	Redpoint Omega Associates II, LLC	
		
		
		










						
	Third Point Ventures LLC
as nominee for funds managed
and/or advised by
Third Point LLC	
		
		
		
		
		
		
		
		
	With copies to (which shall not constitute notice):	
		
		
	and	
		
		
		
		
		
		
		
		
	Vintage Investment Partners VIII (Cayman) L.P.	
		
		
		
		
		
		
		
		
	Vintage Investment Partners VIII (Israel) L.P.	
		
		
		
		
		
		
		










						
	Vintage Opportunity Fund, L.P.	
		
		
		
		
		
		
		
		
	Westly Capital Partners Fund II, L.P.	
		
		
		
		
		
	Westly Capital Partners Fund III, L.P.	
		
		
		
		
		
	SVIC No. 39 New Technology Business Investment L.L.P.	
		
		
		
		
		
		
	ITV Ventures IV, Inc.	
		
		
		
		
	NextEquity Partners LLC	
		
		
		
		
		










						
	Insight Venture Partners X, L.P.	
		
		
		
		
		
		
	with a copy to (which shall not constitute notice):	
		
		
		
		
		
		
		
	Insight Venture Partners (Cayman) X, L.P.	
		
		
		
		
		
		
	with a copy to (which shall not constitute notice):	
		
		
		
		
		
		
		
	Insight Venture Partners X (Co-Investors), L.P.	
		
		
		
		
		
		
	with a copy to (which shall not constitute notice):	
		
		
		
		
		
		










						
	Insight Venture Partners (Delaware) X, L.P.	
		
		
		
		
		
		
		
	With a copy (which shall not constitute notice) to:	
		
		
		
		
		
		











SCHEDULE F
SERIES E INVESTORS
						
	Insight Venture Partners X, L.P.	
	Insight Venture Partners X (Co-Investors), L.P.
	Insight Venture Partners (Cayman) X, L.P.	
	Insight Venture Partners (Delaware) X, L.P.	
		
		
		
		
		
	With a copy (which shall not constitute notice) to:	
		
		
		
		
		
		
		
	Third Point Ventures LLC	
	as nominee for funds managed and/or advised by Third Point LLC
		
		
		
		
		
		
		
	With copies to (which shall not constitute notice):	
		
		
	and	
		
		
		
		
		
		
		

						
	Tiger Global Private Investment Partners VII, L.P.
		
		
		
		
	With a copy (which shall not constitute notice) to:
		
		
		
		
		
		
		
	John Curtius	
		
		
		
		
	With a copy (which shall not constitute notice) to:	
		
		
		
		
		
		
		
	Anchorage Illiquid Opportunities Offshore Master V, L.P.
		
		
		
		
		
		
		
	Redpoint Omega II, L.P.	
	Redpoint Omega Associates II, LLC	
		
		
		
		
	Data Collective II, L.P.	
		
		
		










						
	NextEquity Partners LLC	
		
		
		
		
		
	Green Communities Fund, L.P.	
	Westly Capital Partners Fund II, L.P.	
	Westly Capital Partners Fund III, L.P.	
		
		
		
		
		
	SineWave Ventures Fund I, L.P.	
	SineWave Ventures Direct 3A, L.P.	
		
		
		
		
	Integrated Healthcare Services Group, LLC	
		
		
		
		
		
		
	Alta Park Partners, LLC, General Partner of Alta Park Fund, LP
		
		
		
		
	Vista Public Strategies Fund, L.P.	
		
		
		
	Qualcomm Ventures LLC	
		
		
		
		
		











SCHEDULE G
SERIES F INVESTORS
						
	Tiger Global Private Investment Partners XII, L.P.
		
		
		
		
	With a copy (which shall not constitute notice) to:
		
		
		
		
		
		
		
	John Curtius	
		
		
		
		
	With a copy (which shall not constitute notice) to:
		
		
		
		
		
		
		
	SCGE Fund, L.P.	
		
		
		
		
	Insight Venture  Partners X, L.P.	
	Insight Venture  Partners X (Co-Investors),  L.P.
	Insight Venture Partners (Cayman) X, L.P. 	
	lnsight Venture  Partners (Delaware) X, L.P.	
		
		
		
		










						
	Third Point Ventures LLC	
	as nominee for funds managed and/or advised by Third Point LLC
		
		
		
		
		
		
		
	With copies to (which shall not constitute notice)
		
		
	and	
		
		
		
		
		
		
		
		
	Westly Capital Partners Fund III, L.P.	
	Westly Capital Partners Fund II, L.P.	
	Green Communities Fund, L.P.	
		
		
		
		
		
		
	Granite Hill Opportunities Fund II, L.P.	
		
		
		
		
		
	Anchorage Illiquid Opportunities Offshore Master V, L.P.
		
		
		
		
		
		
		
	Vista Public Strategies Fund, L.P.	
		
		
		










						
	SineWave Ventures Fund I, L.P	
	SineWave Ventures Direct 3A, L.P.	
		
		
		











SCHEDULE H
KEY HOLDERS
						
	Tomer Weingarten	
		
		
		
		
	Almog Cohen	
		
		
		
		
		
	Udi Shamir