Document

Exhibit 4.2

GITLAB INC.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
This  Amended  and  Restated  Investors’  Rights  Agreement   (this “Agreement”)  is  made and entered   into   as  of   September   10,   2019  by   and   among   GitLab   Inc.,   a  Delaware   corporation (the “Company”),  and  each  of the  investors  listed  on  Schedule  A hereto  (each,  an  “Investor,”  and collectively, the “Investors”).
RECITALS
WHEREAS,  the Company  and certain of the Investors  (the “Existing Investors”)  are parties to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of October 19, 2018, as amended (the “Prior Agreement”);
WHEREAS,  concurrently with the execution of this Agreement, the Company and certain of the Investors  (the “New Investors”) are entering  into a Series E Preferred  Stock Purchase  Agreement  (the “Purchase Agreement”) providing  for the sale of the Company’s  Series E Preferred  Stock,  $0.0000025 par value per share (the “Series E Preferred Stock”, and together with the Company’s Series Safe A1 Preferred  Stock,  Series  Safe A2 Preferred  Stock,  Series  Safe A3 Preferred  Stock,  Series A Preferred Stock, Series B Preferred  Stock, Series C Preferred  Stock and Series D Preferred  Stock, the “Preferred Stock”);
WHEREAS,  the Company and the Existing Investors wish to provide further inducement  to the New Investors to purchase the Series E Preferred Stock by amending and restating the Prior Agreement to include  the New Investors  and to amend and restate the rights and obligations  set forth therein,  in each case as set forth herein; and
WHEREAS, the Prior Agreement may be amended with the consent of (i) the Company, (ii) with respect  to  Sections  1  and 3  and  any other provision  of this Agreement  to the  extent  such provision pertains to Sections  1  or 3, the holders of a majority  of the Registrable  Securities then outstanding  and held by the Investors, and (iii) with respect  to all other  sections  of this Agreement, the holders  of a majority of the Registrable Securities then outstanding, each of whom are parties hereto.
NOW,  THEREFORE,  in  consideration   of the  foregoing  recitals  and  the  mutual  promises hereinafter set forth, the parties hereto hereby agree as follows:
1.    COVENANTS OF THE COMPANY.
1.1    Information Rights.
(a)    Basic  Financial  Information.    The  Company  will  furnish  to  (i)  each Major Investor,  (ii) each holder of Series E Preferred Stock that purchased such Series E Preferred Stock in a Closing (as defined  in the Purchase  Agreement)  and (iii) any other Investor  that is an entity and which requires such information pursuant to its organizational  documents (collectively, the “Information Rights Recipients”):
(i)    unaudited  annual financial statements for each fiscal year of the Company,  including  a balance  sheet and statement  of stockholders’  equity as of the end of such fiscal year,  a statement of operations and a statement of cash flows of the Company for such year, all prepared in accordance with U.S. generally accepted accounting principles  and practices, within ninety (90) days following the end of the Company’s fiscal year; provided,  however, that such annual financial statements 








shall be  audited  by  an accounting  firm  of national  standing  upon  the  determination  by  the  Company’s Board of Directors (the “Board”) that an audit is appropriate;
(ii)    quarterly unaudited financial statements for each fiscal quarter of the Company, including an unaudited balance sheet and statement of stockholders’ equity as of the end of such fiscal quarter,  an unaudited statement of operations and an unaudited statement of cash flows of the Company for such quarter, all prepared in accordance with U.S.  generally accepted accounting principles and practices,  subject  to changes  resulting  from normal  year-end  audit adjustments,  within  thirty (30) days following the end of each of the first three fiscal quarters of the Company and within ninety (90) days following the end of the last fiscal quarter of the Company;
(iii)    a monthly operating metrics report in the form approved by the Company within thirty (30) days following the end of each fiscal month of the Company;
(iv)    a current capitalization table of the Company, updated quarterly, showing the number of shares of each class and series of capital stock and securities convertible  into or exercisable  for shares of capital stock outstanding  and the Common  Stock issuable upon conversion  or exercise of any outstanding  securities  convertible  or exercisable  for Common  Stock,  within thirty (30) days following the end of each fiscal quarter of the Company;
(v)    a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and 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, within forty-five (45) days after the end of each fiscal year of the Company; and
(vi)    such   other   information   relating   to  the   financial   condition, business,  prospects,  or corporate  affairs  of the Company  as any Major  Investor may from time to time reasonably request; provided,  however, that the Company shall not be obligated under this Section 1.1(a) to provide any information or material (A) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality  agreement, in a form acceptable to the Company) or (B) the disclosure of which would adversely affect the attorney-client privilege  between  the Company  and its counsel, as determined  by the Company, in its sole good faith judgment.
As used herein, “Major Investor” means any Investor holding, together with its Affiliates, at least 1,200,000 shares of Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization  or reclassification  effected after the date hereof).
Notwithstanding   anything   else   in  this   Section 1.1  to  the   contrary,   the   Company   may cease providing the information set forth in this Section 1.1  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 must do so to comply with the SEC rules applicable to such registration  statement and related offering; provided  that the Company’s covenants  under  this  Section  1.1  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.
(b)    Confidentiality.   Anything    in   this   Agreement    to   the   contrary notwithstanding, no Investor by reason of this Agreement shall have access to any trade secrets or similar confidential  information  of the  Company.    The  Company  shall  not be required  to comply  with  any information  rights  in  respect  of any  Investor  whom  the  Company  reasonably  determines  to  be  a 
2






competitor  or an officer,  employee,  director  or holder  of ten percent  (10%)  or more of a competitor; provided, however, that any bank, venture capital firm, financial investment firm or collective investment vehicle  that  is in the business  of investing  in  entities  (or  any employee, partner  or member  of such an entity) shall under no circumstances be deemed a “competitor”  of the Company as a result of such entity’s investments in such a business.   Any  confidential  information  obtained by any Investor pursuant  to this Agreement  shall be treated  as confidential  and  shall not be disclosed  to  a third party  without  the prior written  consent  of the  Company  or used  for  any purpose  (other  than  to  monitor  its  investment  in the Company  or  to  enforce  its  rights  under  this  Agreement),  except  that  any  Investor  may  disclose  such information (i) to its attorneys, accountants, consultants, and other professionals  to the extent reasonably necessary to obtain their services in connection with monitoring its investment in the Company, (ii) to its Affiliates,  officers,  directors,  shareholders,  members and/or partners in the ordinary course of business or pursuant to disclosure obligations  to Affiliates,  shareholders,  members  and/or partners,  (iii) for purposes of internal  reporting  and  management  discussions,  (iv)  to  any  prospective  purchaser  of the  Investor’s shares of the Company, provided  (in the case of disclosure in clauses (i)-(iv)) the recipient agrees to keep such information  confidential,  or (v) as may be required by law,  regulation,  rule court order,  subpoena or legal  process  or  as  requested  or  required  by  any  governmental  authority  having  jurisdiction   over  an Investor,  or that  such Investor  deems  it  advisable  to provide  to  such  a governmental  authority,  in each case whether in connection with an audit,  examination  or otherwise;  provided  that,  except with respect to any  disclosures   made  pursuant  to  Section   1.1(b)(v)  by  a  BHC,  the  Investor  promptly  notifies  the Company  of such disclosure  and takes reasonable  steps to minimize  the extent  of any such required disclosure.   Notwithstanding  the foregoing, such information shall not be deemed  confidential  after it becomes publicly known through no fault of the recipient.   As used  herein,  the  term  “BHC” means any  Investor that  is a bank,  bank  holding company or an entity  that  is controlled by a bank  or a bank  holding company,  as  such  terms  are  defined under the  Bank  Holding Company Act  of 1956,  or any  Affiliate or permitted transferee of any  such  entity,  including,  without limitation, GS.
(c)    Inspection  Rights.   The Company shall permit  each Major  Investor, at such Major  Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s  affairs,  finances and accounts with its officers,  all at such reasonable times as may be requested by such Major Investor, provided, however, that the Company shall  not  be  obligated  pursuant  to  this  Section  1.1(c) to  provide  access  to  any  information  that  it reasonably  and in good faith considers to be a trade secret or similar confidential  information  (unless covered  by  an enforceable  confidentiality  agreement,  in a form  acceptable  to the  Company),  or the disclosure  of which  would  adversely  affect  the  attorney-client  privilege  between  the  Company  and its counsel.
1.2    Stock Vesting.  Unless otherwise approved by the Board, including at least one Preferred Director (as defined in the Restated Certificate),  all stock options and other stock equivalents issued after the date of this Agreement to employees,  directors,  consultants  and other service providers shall provide:  (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s  services commencement  date with the Company,  and seventy-five  percent  (75%) of such stock shall vest over the remaining  three (3) years  and (b) a one hundred and eighty (180)-day  lockup period in connection with the IPO.   The Company  shall retain a right of first refusal on transfers until the IPO and the right to repurchase unvested shares at the lesser of cost or the then-current fair market value.
1.3    Employee Agreements.  The Company will cause each person now or hereafter employed  or engaged 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,  or 
3






performing   services   that  consist  of  the  development   of  technology,  to  enter  into  a  customary nondisclosure and proprietary rights assignment agreement.
1.4    Directors’  Liability  and  Indemnification.    The Restated  Certificate  and the Company’s Bylaws shall provide  (a) for elimination  of the liability of directors to the maximum extent permitted by law and (b) for indemnification  of directors and executive officers for acts on behalf of the Company to the maximum extent permitted by law.  In addition, the Company shall enter into and use all commercially  reasonable  efforts to at all times maintain indemnification agreements with its directors to indemnify such directors to the maximum extent permissible under applicable law.
1.5    Insurance.   The Company  shall:   (i) maintain  Directors  and Officers  liability insurance from a financially  sound and reputable insurer in an amount no less than $1,000,000,  on such terms as determined by the Board until such time as the Board determines that such insurance should be discontinued  and (ii) obtain,  within  one hundred  twenty  (120)  days of the date hereof,  and maintain “key person”   life  insurance  on  Sytse  Sijbrandij,   with  the  Company  named  as  loss  payee,  from  a financially  sound  and  reputable  insurer  in  an  amount  no  less  than  $3,000,000,  on  such  terms  as determined by the Board.
1.6    Successor  Indemnification.  If  the  Company  or  any  of its  successors   or assignees  consolidates  with  or merges  into  any  other  any  individual,  corporation,  partnership,  trust, limited liability company, association or other entity and is not the continuing or surviving corporation or entity of such consolidation  or merger,  then to the extent necessary,  proper provision  shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification  of members of the Board as in effect immediately before such transaction, whether such obligations  are contained  in the Company’s Bylaws, the Restated  Certificate, indemnity  agreements, or elsewhere, as the case may be.
1.7    Foreign Corrupt Practices Act.  The Company represents that it shall not, and shall not permit  any of its subsidiaries  or Affiliates  or any of its or their respective  directors, officers, managers,  employees,  independent  contractors,  representatives  or agents to, promise,  authorize or make any payment  to,  or otherwise  contribute  any item of value  to, directly  or indirectly,  any third party, including any Non-U.S. Official (as defined in the FCPA (as defined below)), in each case, in violation of the Foreign Corrupt Practices Act of 1977 (the “FCPA”),  the U.K.  Bribery Act,  or any other applicable anti-bribery or anti-corruption  law.  The Company further represents that it 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 their respective directors,  officers, managers,  employees,  independent  contractors,  representatives  or agents in violation  of the FCPA,  the U.K. Bribery  Act, or any other  applicable  anti-bribery  or anti-corruption  law.   The Company  further represents  that  it  shall,  and  shall  cause  each  of its  subsidiaries  and  Affiliates  to,  use  commercially reasonable best efforts to implement, and shall implement to the satisfaction of the Board in no event later than 9 months following the date hereof,  and thereafter maintain systems of internal controls (including, but not limited  to, accounting  systems,  purchasing  systems  and billing  systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption  law.
1.8    Qualified  Small  Business  Stock.    The  Company   shall  take  commercially reasonable efforts to submit to the Investors and to the Internal Revenue Service any reports that may be required  under  Section  1202(d)(1)(C) of the Internal  Revenue  Code (the “Code”)  and the regulations promulgated  thereunder.    In  addition,  within  twenty  (20)  business  days  after  any  Investor’s  written request therefor,  the Company shall deliver to such Investor a written statement indicating 
4






whether (and what portion of) such Investor’s interest in the Company constitutes “qualified  small business stock” as defined in Section 1202(c)  of the Code. Notwithstanding the foregoing, the requirements  of this Section 1.8 shall not be applicable to any Investor with respect to shares of Series D Preferred  Stock or Series E Preferred Stock held by such Investor.
1.9    Expenses.    The Company  agrees to reimburse  ICONIQ  Strategic  Partners  III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ  Strategic Partners IV, L.P. and ICONIQ  Strategic Partners  IV-B,  L.P.  (collectively  and together  with  their  affiliates, “ICONIQ”),  Khosla  Ventures  and August Capital VII,  L.P., and their respective Affiliates,  for their reasonable out-of-pocket expenses and costs  incurred  in  connection  with,  attending  meetings  of the  Board  and  other  reasonable  expenses incurred in connection with performing services at the request of the Company.
1.10    Right to Conduct Activities.    The Company  and each Investor  hereby  agrees and  acknowledges   that  certain  Investors  (including  GV  2017  L.P.  and  its  Affiliates   and  GS)  are professional  investment funds or are otherwise  in the business  of investing  in, financing  and advising companies,  and as  such  invest  in  numerous  portfolio  companies,  some  of which  may  be  deemed competitive with the Company’s business (as currently conducted, as currently proposed to be conducted or as may in the future be conducted).  The Company and each Investor hereby agree that, to the extent permitted under applicable law, no Investor shall be liable to the Company for any claim arising out of, or based  upon, (i) the  investment  by  such Investor  in any entity  competitive  with  the Company,  or (ii) actions  taken  by  any  partner,  officer  or  other  representative   of such  Investor  to  assist  any  such competitive company, whether or not such action was taken as a member of the board of directors of such competitive  company  or otherwise,  and  whether  or not  such  action  has  a detrimental  effect  on the Company;  provided,  however,  that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized  disclosure of the Company’s confidential information obtained pursuant to this Agreement  or its confidentiality  obligations under any other agreement with the Company,  or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.
2.    REGISTRATION RIGHTS.
2.1    Definitions.
(a)    Affiliate.    The  term  “Affiliate”  means,  with  respect  to  any  specified Investor, any other Person who or which, directly  or indirectly, controls, is controlled  by, or is under common control with such Investor, any general partner, managing partner, managing member, officer or director of such Investor or any venture capital fund or any investment 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 Investor.  For purposes of this definition, the terms “controlling,” “controlled by,” or “under common control with” shall mean the possession, directly or indirectly, of (i) the power to direct or cause the direction of the management  and policies of an Investor,  whether through the ownership of voting  securities, by  contract,  or otherwise,  or (ii) the power  to elect or appoint  at least  50% of the directors,  managers,  general  partners,  or  persons  exercising  similar  authority  with  respect  to  such Investor.
(b)    Common Stock.  The  term  “Common  Stock” means  shares  of the Company’s Class A Common Stock, $0.0000025 par value per share (the “Class A Common Stock”) and Class B Common Stock, $0.0000025 par value per share (the “Class B Common Stock”).
(c)    Damages.  The  term  “Damages”  means  any  loss,  damage,  or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, 
5






or other federal or state law, insofar as such loss,  damage,  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, and any free-writing prospectus and any issuer information  (as defined in Rule 433 of the Securities Act) filed or required  to be filed pursuant  to Rule 433(d) under  the Securities  Act  or any other document  incident  to such registration  prepared  by  or on behalf of the  Company  or used  or referred  to by  the  Company;  (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;  (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;  or (iv)  any  information  provided  by  the  Company  or  at  the  instruction  of the  Company  to  any  Person participating  in the offer  at the point of sale containing  any untrue  statement  or alleged untrue  statement of any material  fact  or omitting  or allegedly  omitting  any material  fact required  to be included  in  such information or necessary  to make the statements therein not misleading.
(d)    Direct  Listing.   The term  “Direct Listing” means the Company’s initial listing of its Common  Stock on a national  securities exchange by means of a registration  statement  on Form  S-1  filed by  the  Company  with  the  SEC that  registers  shares  of existing  capital  stock  of the Company for resale,  as approved by the Board.  For the avoidance of doubt,  a Direct Listing shall not be deemed  to  be  an  underwritten   offering  and  any  and  all  mentions  of an  underwritten   offering  or underwriters contained herein shall not apply to a Direct Listing.
(e)    Exchange Act.  The  term  “Exchange  Act”   means   the   Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(f)    Form S-1.  The term “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.
(g)    Form S-3.   The term “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.
(h)    GS.    The term “GS” means,  collectively,  Goldman  Sachs PSI  Global Holdings, LLC together with any of its Affiliates.
(i)    Immediate  Family  Member.    The  term  “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.
(j)    IPO. The term “IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act.
(k)    Person.   The   term   “Person”   means    any   individual,   corporation, partnership, trust, limited liability company, association or other entity.
(l)    Registrable  Securities.  The term “Registrable Securities” means: (i) the Common  Stock  issuable  or issued  upon  conversion  of the  Shares;  (ii) the  shares  of Common  Stock 
6






purchased  by General Catalyst  Group IX, L.P., GC Entrepreneurs  Fund IX, L.P., ICONIQ  and Telstra Ventures Fund II, L.P.  pursuant to the terms of the Offer to Purchase, dated as of October 30, 2018;  and (iii) 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  Holder  in  a  transaction  in  which  the  applicable  rights  under  this Agreement  are not assigned pursuant to Section 5.1, and excluding for purposes of Section 2 any shares for   which    registration    rights    have    terminated    pursuant    to    Section    5.15    of   this   Agreement. Notwithstanding   the  foregoing,  the  Company  shall  in  no  event  be  obligated  to  register  any  Preferred Stock, and Holders  will not be required  to convert  their Preferred  Stock into Common  Stock in order to exercise the registration  rights granted hereunder,  until immediately  before  the closing  of the offering  to which the registration  relates.
(m)    SEC Rule  144.  The term “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.
(n)    SEC Rule 145. The term “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.
(o)    SEC Rule 405. The term “SEC Rule 405” means Rule 405 promulgated by the SEC under the Securities Act.
(p)    SEC.  The term “SEC” means the Securities and Exchange Commission.
(q)    Securities Act.   The term “Securities Act”  means the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.
(r)    Selling Expenses.  The term “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 Holder,  except for the fees and disbursements  of the Selling Holder Counsel (as defined below) borne and paid by the Company as provided in Section 2.7.
(s)    Shares.  The  term “Shares” shall mean  the Preferred  Stock held  from time to time by the Investors listed on Schedule A and their permitted assigns.
(t)    Standoff Period.   The  term  “Standoff Period”  means   the  period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days).
2.2    Demand Registration.
(a)    Form S-1  Demand.   If at any time after the earlier of (i) five (5) years after the date of this Agreement  or (ii) one hundred  eighty  (180) days  after the effective  date of the registration  statement  for the Company’s IPO or Direct  Listing, the Company  receives  a request  from holders of Registrable  Securities (each a “Holder” and together,  the “Holders”) who hold a majority  of the Registrable  Securities then outstanding (such Holders, the “Initiating Holders”) that the Company file a Form S-1  registration  statement  with respect  to any Registrable  Securities  then outstanding  (and the Registrable  Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses,  of at least $15 million),  then the Company shall (A) within ten (10) days after the date such request is given, give a notice sent by the Company to the Holders specifying that a demand registration has been requested  as provided  in this Section 2.2 (a “Demand Notice”) to all Holders  other than the Initiating  Holders;  and (B) use commercially  reasonable  efforts  to, as soon as practicable,  and 
7






in any event within ninety (90) 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 Section 2.2(c) and Section 2.4.
(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  one  or  more  Holders  of any  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  $3 million,  then the Company  shall (a) within  ten (10) days after the date such request  is given, give a Demand Notice to all Holders  other than the Initiating  Holders; and (b) use commercially  reasonable  efforts  to 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 Section 2.2(c) and Section 2.4.
(c)    Delay.   Notwithstanding    the   foregoing   obligations,   if  the   Company furnishes  to  Holders  requesting  a  registration  pursuant  to  this  Section  2.2  a  certificate  signed  by  the Company’s  chief executive  officer  stating  that  in  the  good  faith  judgment   of the  Board  it  would  be materially   detrimental   to  the  Company   and  its  stockholders   for  such  registration   statement  to  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 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 ninety (90) days after the request of the Initiating Holders is given; provided,  however,  that (A) the Company may not invoke this right more than once in any twelve (12) month period and (B) the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration.
(d)    Limitations.  The Company shall not be obligated to effect, or to take any action to effect,  any registration  pursuant  to Section 2.2(a):  (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty  (180)  days  after the  effective  date  of,  a Company-initiated  registration  subject to  Section  2.3 below, 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 Section 2.2(a) and such registrations have been declared or ordered effective;  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  Section  2.2(b).    The Company  shall not be obligated  to effect,  or to take any action to effect,  any registration  pursuant  to Section 2.2(b):  (A) 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 
8






reasonable  efforts to cause such registration  statement to become  effective;  or (B) if,  within the twelve (12) month period immediately preceding the date of such request, the Company has already effected two registrations  pursuant to Section 2.2(b).   A registration  shall not be counted as “effected”  for purposes of this Section 2.2(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, except as otherwise  set forth in Section 2.7, forfeit their right to one registration  on Form S-1  or S-3, as applicable,  pursuant  to Section 2.7, in which case such withdrawn registration statement shall be counted as “effected”  for purposes of this Section 2.2(d).
2.3    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 Common Stock under the Securities Act in connection  with the public offering of such securities solely for cash (other than in (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an equity incentive, stock option, stock purchase or similar plan; (b) a registration relating to an SEC Rule  145  transaction  or any successor;  (c) 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;  (d) a registration in which the only Common Stock being registered  is Common  Stock issuable upon conversion  of debt securities that are also being registered (each,  an “Excluded Registration”);  or (e)  a registration  for a Direct  Listing  which  provides  for the registration  of at  least  twenty-five  percent  (25%)  of the  Registrable  Securities  of the  Holders),  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 Section 2.4, 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 Section 2.3 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 Section 2.7.
2.4    Underwriting Requirements.
(a)    Inclusion.   If, pursuant  to Section 2.2, 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 Section 2.2, and the Company  shall include such information  in the Demand Notice.   The underwriter(s)  will be selected by the Company, subject  to the reasonable  approval  of the holders  of a majority  of Registrable  Securities  held by 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.   All Holders  proposing  to  distribute  their  securities  through  such  underwriting   shall  (together  with  the Company as provided in Section 2.5(e)) enter into an underwriting  agreement in customary form with the underwriter(s)  selected for such underwriting.  Notwithstanding  any other provision of this Section 2.4, if the managing  underwriter(s)  advise(s) 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  or held 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 owned or held by the Holders to be included in such underwriting  shall not be reduced unless all other securities are first entirely excluded from the underwriting.   To facilitate the 
9






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.  No  Holder  shall be  required  in any  such underwriting  agreement to make any representations  or warranties to or agreements with the Company or the  underwriter(s)   other  than  representations,  warranties  or agreements  regarding  such  Holder,  such Holder’s   Registrable   Securities,   such  Holder’s   intended   method   of  distribution   and   any   other representations  required by law or reasonably required by the underwriter(s).
(b)    Underwriter Cutback.   In connection with any offering involving an underwriting  of shares of the Company’s capital stock pursuant to Section 2.3, 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.   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 or held 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 twenty-five  percent  (25%) 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.   For purposes  of the provision  in this Section 2.4(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  or held  by  all  Persons  included  in  such  “selling  Holder,”  as defined  in this  sentence. No  Holder  shall be required  in any such underwriting  agreement  to make  any representations or warranties to or agreements with the Company or the underwriter(s)  other than representations,  warranties  or agreements  regarding  such  Holder,  such Holder’s  Registrable  Securities, such  Holder’s  intended   method   of  distribution   and  any   other  representations   required   by   law  or reasonably required by the underwriter(s).
(c)    Registration  Not  Effected.  For  purposes  of Section  2.2,  a registration shall not be counted  as “effected”  if,  as a result of an exercise  of the underwriter’s  cutback provisions  in Section 2.4(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.
10






2.5    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  as promptly  as practicable,  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 sixty (60) 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, the prospectus  and, if required, any free writing prospectus  (as defined in Rule 405 under  the  Securities  Act,  (a “Free  Writing 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  and any Free Writing 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 attorney or accountant or other agent retained by any such underwriter or selected by the selling 
11






Holders, all financial  and other records, pertinent  corporate  documents, and properties  of the Company, and use commercially  reasonable efforts to 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)    within a reasonable  time before filing any registration  statement  or any supplement  or amendment  thereto (for purposes  of this subsection,  supplements  and amendments  shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act), furnish  to the Holders  of Registrable  Securities  that is a BHC  (a “BHC Holder”)  and  any attorney, accountant  or other  agent  or representative  retained  by  such  BHC  Holder,  copies  of all  documents proposed to be filed (including  all exhibits and documents  to be incorporated by reference therein), and provide  each such  BHC Holder  and its representatives  the opportunity  to review,  comment  on and to object to any information pertaining  to such BHC Holder  and its plan of distribution  that is contained therein,  and the Company shall make any changes reasonably  requested by such BHC Holder pertaining to such BHC Holder and its plan of distribution, prior to filing the registration statement or supplement or amendment thereto;
(j)    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 or Free-Writing Prospectus forming a part of such registration statement has been filed;
(k)    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 or Free-Writing Prospectus;
(l)    use its commercially reasonable efforts to obtain for the underwriters one or more “cold comfort” letters,  dated the effective  date of the related registration  statement (and,  if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent  public  accountants  in customary  form and covering such matters of the type customarily covered by “cold comfort” letters;
(m)    use its commercially  reasonable  efforts to obtain for the underwriters  on the date such securities  are delivered  to the underwriters  for sale pursuant  to such registration  a legal opinion of the Company’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
(n)    to the extent the Company is a well-known seasoned issuer (as defined in SEC Rule 405) at the time any request for registration  is submitted to the Company in accordance with Section 2.2(b), if so requested, file an Automatic  Shelf Registration  Statement  (as defined in Rule 405 under the Securities Act) to effect such registration; and
(o)    if at any time  when  the  Company  is required  to re-evaluate  its well- known seasoned issuer status for purposes of an outstanding Automatic  Shelf Registration  Statement (as defined in Rule 405 under the Securities Act) used to effect a request for registration  in accordance with Section  2.2(b)  the  Company  determines  that  it  is  not  a  well-known   seasoned  issuer  and  (A)  the registration  statement  is required  to be kept  effective  in accordance  with this Agreement  and (B) the registration rights of the applicable Holders have not terminated, use commercially  reasonable efforts to 
12






promptly  amend the registration  statement on a form the Company is then eligible to use or file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement.
2.6    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.
2.7    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  of one counsel for the selling Holders (the “Selling Holder Counsel”),  not to exceed $50,000,  shall be borne and paid by the Company; provided,  however, that (a) subject to the following clause (b), the Company shall not be required to pay for any expenses of any registration  proceeding  begun  pursuant  to  Section  2.2  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  Section  2.2(a)  or Section 2.2(b),  as the  case  may  be,  and  (b)  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  not 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  Section  2.2(a)  or Section  2.2(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.
2.8    Delay of Registration.   No Holder  shall have  any right to obtain  or seek an injunction restraining  or otherwise  delaying any registration  pursuant to this Agreement  as the result of any controversy that might arise with respect to the interpretation or implementation  of this Section 2.
2.9    Indemnification.    If any Registrable  Securities  are included  in  a registration statement (i) under this Section 2 or (ii) in connection with a Direct Listing:
(a)    Company Indemnification.  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  Section  2.9(a)  shall  not  apply  to amounts paid in settlement  of any such claim or proceeding  if such settlement  is effected  without  
13






the consent of the Company, which consent shall not be unreasonably  withheld,  conditioned,  or delayed 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)    Selling Holder  Indemnification.    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  (i) the indemnity  agreement  contained  in this Section 2.9(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,  conditioned  or delayed,  and (ii) that in no event shall the aggregate  amounts payable by any Holder by way of indemnity  or contribution  under this Section 2.9(b), combined with amounts paid or payable  by such Holder under  Section 2.9(d),  exceed the proceeds  from the offering  received by such Holder (net of any Selling Expenses paid by such Holder);  except if such Holder, underwriter,  controlling Person has furnished  in writing to the Company, prior to the filing of such registration  statement, a Free Writing Prospectus, preliminary  prospectus, prospectus  or amendment or supplement thereto, information which corrected or made not misleading such information previously furnished to the Company.
(c)    Procedures.    Promptly  after receipt  by  an  indemnified  party  under  this Section 2.9 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 Section 2.9, 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 liability  to  the indemnified party under this Section 2.9, solely to the extent that such failure prejudices the indemnifying party’s ability to defend such action.
(d)    Contribution.    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  Section  2.9 but  it  is judicially  determined (by the entry of a final judgment  or decree by a court of competent jurisdiction  
14






and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case,  notwithstanding  the fact that this Section 2.9 provides  for indemnification  in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification  is provided under this Section 2.9, 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:
(1)    in any such case,  (A) 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 (net of any Selling Expenses paid by such Holder), and (B) 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
(2)    in no  event  shall  a Holder’s  liability  pursuant  to this  Section 2.9(d),  when combined  with the amounts paid or payable  by such  Holder pursuant  to Section 2.9(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder).
(e)    Underwriting   Agreement  Controls.  Notwithstanding   the  foregoing,  to the  extent  that  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 unless  such provision(s)  conflict  with  the  indemnity  provisions  contained  herein,  in which  case the indemnity provisions  contained herein shall control.
(f)    Survival.   Unless  otherwise  superseded  by  an underwriting  agreement entered  into in connection  with the underwritten  public  offering, the obligations  of the Company  and Holders under this Section 2.9 shall survive the completion of any offering of Registrable  Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.
2.10    Reports  under the 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)    use commercially reasonable efforts to 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);
(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
15






(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).
2.11    Limitations  on Subsequent Registration  Rights.   From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority  of the Registrable  Securities  then  outstanding,  enter  into any agreement  with  any holder  or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration  filed under Sections 2.2(a) or 2.2(b), unless under the terms of such agreement,  such holder or prospective  holder may include such securities  in any such registration only to the extent that the inclusion of such securities will not reduce the number of Registrable Securities of the Holders that are included or (b) to demand registration of any of its securities at a time earlier than the Holders of Registrable Securities can demand registration under Section 2.2 hereof.
2.12    Limitations  on  Disposition.    Each  Holder  hereby  agrees  not  to  make  any disposition  of all or any portion  of any Shares or Registrable  Securities  (collectively, the “Securities”) unless and until:
(a)    there  is then  in  effect  a registration  statement  under  the  Securities  Act covering  such proposed  disposition  and  such  disposition  is made  in  accordance  with  such  registration statement;  or
(b)    such Holder shall have notified the Company  of the proposed  disposition and shall have  furnished  the Company  with  a statement  of the circumstances  surrounding the proposed disposition, and, at the expense  of such Holder  or its transferee, with  an opinion  of counsel, reasonably satisfactory  to the Company, that such disposition will not require registration  of such securities under the Securities Act.
Notwithstanding  the  provisions   of Sections 2.12(a)  and  (b) above,  no  such  registration   statement  or opinion  of counsel  shall  be  required:   (i) for  any  transfer  of any  Securities  in  compliance  with  SEC Rule  144  or Rule 144A,  or (ii) for any transfer of any Securities by a Holder that is a partnership,  limited liability  company, a corporation  or a venture  capital  fund to (A) any general  or limited partner  of such partnership,  a  member  of such  limited  liability  company  or  stockholder  of such  corporation,  (B) an affiliate  of such partnership, limited  liability  company  or corporation  (including, without  limitation, any affiliated investment  fund of such Holder),  (C) a retired general or limited partner of such partnership  or a retired  member  of such limited  liability  company, (D) the estate  of any  such general  or limited partner, member  or stockholder  (collectively,  and  subject  to the  additional  requirements  set forth below  in this paragraph,  “Permitted Affiliate Transfers”), or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants  or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement  to the same extent as if the transferee were an original Investor 
16






hereunder  and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.
(c)    Agreement   Binding.  The  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 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.
(d)    Legends.   Each certificate  or instrument representing  (i) the Shares,  (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 Section 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  Securities   in  order  to  implement   the  restrictions   on  transfer   set  forth  in  this Section 2.12.
2.13    “Market  Stand-Off”  Agreement.  Holder  hereby   agrees  that,  during  the Standoff Period, such Holder will not, without the prior written consent of the Company or the managing underwriter:
(a)    lend, offer, pledge, sell,  contract  to sell,  sell any option or contract  to purchase, purchase  any option  or contract  to sell,  grant  any option,  right,  or warrant  to purchase  or otherwise transfer  or dispose of, directly or indirectly, any shares of Common  Stock, or any securities convertible   into  or  exercisable   or  exchangeable   (directly  or  indirectly)  for  Common   Stock,  held immediately before the effective date of the registration statement for such offering; or
(b)    enter  into any swap or other  arrangement  that  transfers  to another,  in whole or in part,  any of the economic consequences  of ownership  of such securities,  whether  any such transaction  described  in clause (a) or (b) above is to be settled by delivery of Common  Stock or other securities, in cash, or otherwise.
The foregoing provisions of this Section 2.13 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, and shall be applicable to the Holders only if all  officers,   directors,   and  stockholders   individually   owning  more  than  one  percent   (1%)  of  the 
17






Company’s outstanding Common Stock (after giving effect to conversion into Class A Common Stock or Class  B Common  Stock,  as applicable,  of all outstanding  Preferred  Stock) are similarly  bound.   For purposes  of this  Section 2.13, the term “Company”  shall include  any wholly-owned  subsidiary  of the Company into which the Company merges or consolidates.   In order to enforce the foregoing covenant, the Company  shall have the right to place restrictive  legends on the certificates  representing  the shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period.   The underwriters  in connection with such registration  are intended third-party beneficiaries of this Section 2.13 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 Section 2.13 or that are necessary to give further effect thereto.   Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters  shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.
2.14    GS  Activities.  Notwithstanding  anything   in  this  Agreement,  none   of  the provisions  of this Agreement  shall in any way limit GS from engaging  in any brokerage, investment advisory,   financial   advisory,   anti-raid   advisory,   principaling,   merger   advisory,   financing,   asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in  the  ordinary  course  of their  business.  Notwithstanding   anything  to  the  contrary  set  forth  in this Agreement,  the  restrictions  contained  in  this  Agreement  shall  not  apply  to  Common  Stock  or  any securities convertible  into or exercisable  or exchangeable  for Common  Stock acquired by GS following the effective  date of the first registration  statement  of the Company  covering Common  Stock (or other securities) to be sold on behalf of the Company in an underwritten public offering.
3.    PARTICIPATION RIGHT.
3.1    General.    Each  Investor  has  a right  of first  refusal  to purchase  up  to  such Investor’s Pro Rata Share (as defined below) of any New Securities (as defined below) that the Company may from time to time issue after the date of this Agreement, provided, however, such Investor shall have no right to purchase  any New Securities in a proposed  issuance if such Investor cannot demonstrate  to the Company’s  reasonable  satisfaction  that such Investor is at the time of the proposed  issuance of such New Securities an “accredited  investor” as such term is defined  in Regulation  D under the Securities Act.   An Investor’s  “Pro Rata Share”  for purposes  of this right of first refusal  is the ratio of (a) the number  of shares of Common Stock owned by such Investor (including shares of Common Stock issued or issuable upon conversion  of the Shares owned by such Investor),  to (b) a number  of shares of Common  Stock equal to the sum of (i) the total number of shares of Common  Stock then outstanding  plus (ii) the total number of shares of Common  Stock into which all then outstanding  shares of Preferred  Stock are then convertible   plus  (iii) the  number  of shares  of  Common   Stock  reserved   for  issuance  pursuant   to outstanding stock options and outstanding warrants.
3.2    New Securities.   “New Securities” shall mean any Common Stock or Preferred Stock, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred   Stock,  and  securities  of any  type  whatsoever   that  are,  or  may  become,  convertible   or exchangeable  into  such  Common  Stock  or Preferred  Stock;  provided, however,  that  the  term  “New Securities”  does  not  include:   (a)  Exempted  Securities  (as  defined  in  the  Restated  Certificate)  and (b) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act; and (c) shares of Series E Preferred  Stock issued to additional Investors (as defined in the Purchase Agreement) pursuant to Section 1.2(b) of the Purchase Agreement.
18






3.3    Procedures.  In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Investor a written notice, given in accordance with Section 5.5, of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities.   Each Investor shall have fifteen (15) days from the date such Notice is delivered to such Investor, as determined pursuant to Section 5.5 based upon the manner or method of notice, to agree in writing to purchase all or any portion of such Investor’s Pro Rata  Share  of such New  Securities  for the price  and upon  the general  terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities  to be purchased  (not to exceed  such  Investor’s  Pro Rata Share).    At the expiration  of such fifteen  (15)  day period,  the Company  shall promptly  notify  each Investor  that  elects  to purchase  or acquire all the shares available to it (each, a “Fully Exercising  Investor”) of any other 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 Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the number of shares of Common Stock issued or issuable upon conversion of the Shares owned  by  such Fully  Exercising  Investor  then  held,  by  such  Fully  Exercising  Investor  bears  to the Common  Stock issued and held,  or issuable (directly or indirectly)  upon conversion  of the Shares then held, by all Fully Exercising Investors who wish to purchase such unsubscribed  shares.
3.4    Failure to Exercise.   In the event that the Investors  fail to exercise in full the right of first refusal with respect to all of the New Securities (including pursuant to over-allotment  rights) within such fifteen (15) day period and,  in the case of any Fully Exercising  Investor,  the additional ten (10) day period, then the Company  shall have one hundred twenty (120) days thereafter to sell the New Securities with respect to which the Investors’ rights of first refusal hereunder were not exercised,  at the price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice  to the Investors.   In the event that the Company  has not issued and sold the New Securities within such one hundred twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering  such New Securities to the Investors pursuant to this Section 3.
4.    ADDITIONAL COVENANTS.
4.1    OFAC Transfer Restriction.  Notwithstanding  anything  to the contrary,  for so long as GS holds  shares  of capital  stock  of the Company,  each Investor  agrees  to not transfer  or assign any capital stock of the Company  held by such Investor to any persons on the specially  designated  Office of Foreign Assets Control  of the U.S.  Treasury  Department  list or similar European  Union watch  list and hereby agrees that any transfer made in violation  of the requirements  of this Section 4.1  shall be null and void ab initio, shall not be recorded  on the books  of the Company  or its transfer  agent and shall not be recognized  by the Company.   The Company  and shall use commercially  reasonable  efforts  to prevent  the transfer  of any securities,  to any persons  on the specially  designated  Office of Foreign  Assets  Control  of the U.S.  Treasury Department  list or similar European  Union watch list.
5.    GENERAL PROVISIONS.
5.1    Successors and Assigns.   This  Agreement,  and  any  and  all  rights,  duties  and obligations  hereunder,  shall not be assigned,  transferred,  delegated  or sublicensed  by an Investor  without the prior written  consent  of the Company; provided, however, that such consent  shall not be required  in connection  with any Permitted  Affiliate  Transfers.   Any  attempt by an Investor  without  
19






such  permission to assign,  transfer,  delegate  or sublicense  any rights,  duties or obligations  that arise under this Agreement shall be void.   Subject to the foregoing,  and except as otherwise provided  herein,  this Agreement,  and the rights  and  obligations  of the parties  hereunder,  will  be  binding  upon  and  inure  to  the  benefit  of their respective  successors, assigns, heirs,  executors, administrators  and legal representatives.
5.2    Governing  Law.    This  Agreement   shall  be  governed   by,  and  construed   in accordance  with, the laws  of the  State of Delaware, regardless  of the laws  that might  otherwise  govern under applicable  principles  of conflicts of laws.
5.3    Counterparts.   This Agreement  may be executed  in two  or more  counterparts, each  of which  shall be  deemed  an original, but all of which  together  shall  constitute  one and the same instrument.   Counterparts  may be delivered  via electronic  mail (including  pdf or any electronic  signature complying  with  the  U.S.  federal  ESIGN  Act  of 2000,  e.g., www.docusign.com)  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.
5.4    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.    Unless otherwise  specifically stated, all references  herein  to “sections”  and “exhibits”  will mean “sections”  and “exhibits”  to this Agreement.
5.5    Notices.    All   notices,  requests,  and  other   communications   given,  made   or delivered  pursuant  to this Agreement  shall be in writing  and shall be deemed  effectively  given, made or delivered  upon the earlier of actual receipt  or:   (a) personal  delivery  to the party  to be notified;  (b) when sent,  if sent by email during the recipient’s  normal business  hours,  and if not sent during normal business hours, then on the recipient’s next business  day; (c) five (5) days after having  been  sent by registered  or certified mail, return receipt requested, postage prepaid;  or (d) one (1) business  day after 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 Schedule A, 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 address or email address as subsequently modified by written notice given in accordance  with this Section 5.5.   If notice  is given to the Company, it shall be sent to 268 Bush  Street #350,  San Francisco  CA 94104,  marked  “Attention:  President”;  and a copy (which shall not constitute  notice) shall also be sent to Fenwick  & West LLP,  801  California  Street, Mountain View, California  94041, Attn: Cynthia Hess and Steven Levine.  If no email address is listed on Schedule A for a party (or above in the case of the Company), notices and communications  given or made by email shall not be deemed effectively  given to such party.
5.6    Amendments  and Waivers.    Any  provision  of this  Agreement  may  only  be amended or terminated  and the observance  of any term hereof may be waived  (either generally  or in a particular instance, and either retroactively  or prospectively)  only by a written instrument executed by the Company and (a) with respect to Section 1.1  and any other provision of this Agreement to the extent such provision pertains to Section 1.1, the Major Investors holding a majority of the Registrable Securities then outstanding and held by the Major Investors; or (b) with respect to all other sections of this Agreement, the Holders  holding  a majority  of the Registrable  Securities  then outstanding,  it being understood  that any such provision  hereof may be waived  by  any waiving  party  on such party’s  own behalf,  without  the consent of any other party; provided, however that any amendment or waiver that, by its terms,  adversely and  disproportionately   affects  any  Investor  in  a manner  disproportionate   to  
20






any  adverse  effect  such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement shall require the written consent of such Investor; provided, further, that Sections 1.1(b)(to the extent applicable to GS), 2.14 and 4.1  and this proviso shall not be waived or amended without the consent of GS.   Any  amendment, termination, or waiver  effected  in accordance  with this  Section  5.6 shall be binding  on  each party  hereto  and  all of such party’s  successors  and permitted  assigns,  regardless  of whether  or  not  any  such  party,  successor  or  assignee  entered  into  or  approved  such  amendment, termination,  or  waiver.    No  waivers  of or  exceptions  to  any  term,  condition,  or  provision  of this Agreement,  in any one or more instances,  shall be deemed to be or construed  as a further or continuing waiver of any such term, condition, or provision.
5.7    Dual-Class Common Stock.   Any provision of this Agreement that provides for a designation right or consent right of the holders of Common Stock, Preferred Stock (on an as-converted basis),  Registrable  Securities (on an as-converted  basis) or shares of Common  Stock issued or issuable upon  conversion  of outstanding   shares  of Preferred   Stock  or  Registrable   Securities,  as  applicable including without limitation  Section  1.3, shall be based on the voting power of such shares taking into account the different rights of the Class A Common Stock and Class B Common Stock.
5.8    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.
5.9    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.
5.10    Entire Agreement; Prior Agreement. This Agreement  (including  the Exhibits and Schedules  hereto)  constitutes  the full and entire understanding  and agreement  between  the parties with respect to the subject matter hereof and does hereby supersede all other agreements  of the parties relating to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof  existing  between  the  parties  are  expressly  canceled.  By  execution  of this  Agreement,  the Company, with respect to Sections 1   and 3  and any other provision of this Agreement  to the extent such provision  pertains  to  Sections  1    or  3, the  holders  of a majority  of the  Registrable  Securities  then outstanding   subject to the Prior Agreement  and held by the Investors party to the Prior Agreement,  and with respect to all other sections of this Agreement, the holders of a majority of the Registrable  Securities then outstanding, acknowledge  and agree that the Prior Agreement shall hereby terminate and shall be of no  further  force  and  effect  and  each  of  the  parties  thereto  shall  have  no  further  rights  or  obligations thereunder.
5.11    Third Parties.   Nothing  in this Agreement, express or implied, is intended  to confer upon  any person, other  than the parties  hereto  and their  successors and assigns,  any rights  or remedies under or by reason of this Agreement.
5.12    Delays or Omissions.   No delay or omission  to exercise  any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement,  shall impair any such right,  power,  or remedy  of such  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 
21






under  this  Agreement  or  by  law  or  otherwise  afforded  to  any  party,  shall  be  cumulative  and  not alternative.
5.13    Attorneys’ Fees.   If any action  at law or in equity is necessary  to enforce or interpret the terms of this Agreement,  the non-prevailing  party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.
5.14    Further Assurances.   The parties agree to execute such further documents  and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
5.15    Termination.
(a)    The covenants  set forth in Section 1.1  (other than Section 1.1(b) which shall survive indefinitely) shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately prior to the closing of the IPO or a Direct Listing (whichever occurs first),  (ii) when the Company first becomes  subject to the periodic reporting requirements  of Sections  12(g)  or 15(d)  of the Securities Exchange Act of 1934, as amended, or (iii) the consummation of a Deemed Liquidation Event, as that term is defined in the Company’s Amended and Restated Certificate of Incorporation  (as may be amended and/or restated from time to time, the “Restated Certificate”) pursuant to which (1) the holders of the Company’s capital  stock receive  cash or publicly  traded  securities  in exchange  for all of their equity interests  in the Company,  or (2) the Company (or any successor entity) enters into an agreement with  the  Major  Investors  whereby  the Major  Investors  shall  continue  to receive  and have  access  to substantially  the same information regarding  the Company  or its successor  entity as it receives  under Section 1.1.
(b)    The rights, duties and obligations of the Company and the Holders under Sections 1   (other than Section 1.1)  and 3  of this Agreement  shall terminate and be of no further force or effect  upon the earlier to occur of (i) immediately prior  to the closing of the IPO or a Direct  Listing (whichever  occurs first), or (ii) (other than with respect to Section  1.6) upon the closing of a Deemed Liquidation Event.
(c)    The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.2 or 2.3 shall terminated upon the earliest to occur of: (i) following  the IPO or a Direct  Listing  (whichever  occurs  first)  if such Holder  holds  less than one percent (1%) of the Company’s outstanding Common Stock and all such Holder’s Registrable  Securities (together with the Registrable  Securities held by any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144)  could be sold without any restriction on volume or manner of sale in any three-month  period under  SEC Rule  144  or any successor;  (ii) upon a Deemed  Liquidation  Event;  or (iii) the fifth (5th) anniversary  of the IPO or a Direct Listing (whichever  occurs first).
5.16    Additional  Investors.    Notwithstanding  anything  to  the  contrary  contained herein,  if the  Company  shall  issue  additional  shares  of its Preferred  Stock pursuant  to the Purchase Agreement,  any purchaser  of such shares of Preferred  Stock shall become  a party to this Agreement  by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder.
5.17    Dispute Resolution.   All  disputes,  claims,  or controversies  arising out  of or relating  to this  Agreement  shall  be  subject  to,  and conducted  in  strict  accordance  with,  the  dispute resolution terms, conditions and procedures set forth in Section 5.11 of the Purchase Agreement.
22






5.18    Public Offering.   The Investors acknowledge  that many technology  companies and their shareholders have determined that the shareholders’ interest can be best served by implementing one or more mechanisms (including re-designation  of existing stock to provide additional voting rights) to ensure  that  management   retains  effective  shareholder  voting  control  of the  Company  following  its IPO.  In advance of the Company’s IPO, the Investors, holders of Common Stock and the Company agree to support the Company’s existing dual class voting structure.
[SIGNATURE PAGES FOLLOW]
23







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

			
	GITLAB INC.
			
			
	By:	/s/ Sytse Sijbrandij	
			
	Name:	Sytse Sijbrandij
	
			
	Title:	President	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






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

			
	TWO SIGMA VENTURES I, LLC
			
			
	By:	/s/ Colin Beirne
	
	Name:	Colin Beirne	
	Title:	Authorized Signatory	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN  WITNESS  WHEREOF,  the parties  hereto  have executed  this  Amended  and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	ADAGE CAPITAL PARTNERS LP
			
		By Adage Capital Partners, GP, LLC, it’s General Partner
		By Adage Capital Advisors, LLC it’s Managing Member
			
			
	By:	/s/ Dan Lehan	
		Dan Lehan, Chief Operating Officer	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN  WITNESS WHEREOF, the  parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	KHOSLA VENTURES SEED C, LP	
			
	By:	Khosla Ventures Seed Associates C, LLC,
a Delaware limited liability company and 
general partner of Khosla Ventures Seed C, LP
	
			
			
	By:	/s/ John Demeter
	
	Name:	John Demeter	
	Title:	General Counsel	
			
			
	KHOSLA VENTURES V, LP	
			
	By:	Khosla Ventures Associates V, LLC,
a Delaware limited liability company and 
general partner of Khosla Ventures V, LP	
			
			
	By:	/s/ John Demeter
	
	Name:	John Demeter	
	Title:	General Counsel	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	LIGHT STREET BEACON I, L.P., for itself and as nominee
			
	By:	Light Street Beacon GP I, LLC,
its General Partner
	
			
			
	/s/ Theo J. Robins
	
	Theo J. Robins, General Counsel	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	AUGUST CAPITAL VII, L.P.	
	for itself and as nominee for 
August Capital Strategic Partners VII, L.P.
	
			
	By:	August Capital Management VII, L.L.C.,
Its general partner 	
			
			
	By:	/s/ Abigail Hipps
	
			
	Name:	Abigail Hipps
	
			
	Title:	Attorney-in-Fact	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	ALKEON INNOVATION MASTER FUND, LP	
			
	By:	Alkeon Capital Management, LLC, 
its Investment Adviser and Attorney-in-Fact,
	
			
			
	By:	/s/ Greg Jakubowsky	
	Name:	Greg Jakubowsky	
	Title:	Chief Operating Officer	
			
			
	ALKEON INNOVATION OPPORTUNITY MASTER FUND, LP
			
	By:	Alkeon Capital Management, LLC, 
its Investment Adviser and Attorney-in-Fact,
	
			
			
	By:	/s/ Greg Jakubowsky	
	Name:	Greg Jakubowsky	
	Title:	Chief Operating Officer	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have  executed this Amended  and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	TIGER GLOBAL PRIVATE INVESTMENT PARTNERS XI, L.P.
			
	By:	Tiger Global PIP Performance XI, L.P.
its General Partner
	
	By	Tiger Global PIP Management XI, Ltd.
its General Partner
	
			
			
	By:	/s/ Steven D. Boyd	
	Name:	Steven D. Boyd	
	Title:	General Counsel	
			
			
	TIGER GLOBAL INVESTMENTS, L.P.	
			
	By:	Tiger Global Management, LLC,
its Investment Advisor	
			
			
	By:	/s/ Steven D. Boyd	
	Name:	Steven D. Boyd	
	Title:	General Counsel	
			
			
	JOHN CURTIUS	
			
	By:	/s/ John Curtius	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	ICONIQ STRATEGIC PARTNERS III, L.P.,
a Cayman Islands exempted limited partnership
	
			
	By:	ICONIQ Strategic Partners III GP, L.P.,
a Cayman Islands exempted limited partnership
Its:  General Partner
	
			
	By:	ICONIQ Strategic Partners III TT GP, Ltd.,
a Cayman Islands exempted company
Its:  General Partner
	
			
	By:	/s/ Kevin Foster
	
			
	Name:	Kevin Foster	
			
	Title:	Authorized Signatory	
			
			
	ICONIQ STRATEGIC PARTNERS III-B, L.P.,
a Cayman Islands exempted limited partnership
	
			
	By:	ICONIQ Strategic Partners III GP, L.P.,
a Cayman Islands exempted limited partnership
Its:  General Partner
	
			
	By:	ICONIQ Strategic Partners III TT GP, Ltd.,
a Cayman Islands exempted company
Its:  General Partner
	
			
	By:	/s/ Kevin Foster
	
			
	Name:	Kevin Foster	
			
	Title:	Authorized Signatory	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amended  and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	ICONIQ STRATEGIC PARTNERS IV, L.P.,
a Cayman Islands exempted limited partnership
	
			
	By:	ICONIQ Strategic Partners IV GP, L.P.,
a Cayman Islands exempted limited partnership
Its: General Partner
	
			
	By:	ICONIQ Strategic Partners IV TT GP, Ltd.,
a Cayman Islands exempted company
Its: General Partner
	
			
	By:	/s/ Kevin Foster
	
			
	Name:	Kevin Foster	
			
	Title:	Authorized Signatory	
			
			
	ICONIQ STRATEGIC PARTNERS IV-B, L.P.,
a Cayman Islands exempted limited partnership
	
			
	By:	ICONIQ Strategic Partners IV-B GP, L.P.,
a Cayman Islands exempted limited partnership
Its: General Partner
	
			
	By:	ICONIQ Strategic Partners IV-B TT GP, Ltd.,
a Cayman Islands exempted company
Its: General Partner
	
			
	By:	/s/ Kevin Foster
	
			
	Name:	Kevin Foster	
			
	Title:	Authorized Signatory	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	D1 CAPITAL PARTNERS MASTER LP	
	By:	D1 Capital Partners GP Sub LLC, its General Partner
			
			
	By:	/s/ Dan Sundheim	
			
	Name:	Dan Sundheim	
			
	Title:	Founder	
			
			
	9 West 57th Street, 36th Floor
New York, New York 10019
	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	SMALLCAP WORLD FUND, INC.	
			
	By:	Capital Research and Management Company,
for and on behalf of SMALLCAP World Fund, Inc.

			
			
	By:	/s/ Michael Tressl	
			
	Name:	Michael Tressl	
			
	Title:	Authorized Signatory	
			
			
	AMERICAN FUNDS INSURANCE SERIES - GLOBAL SMALL CAPITALIZATION FUND
			
	By:	Capital Research and Management Company,
for and on behalf of American Funds Insurance Series -
Global Small Capitalization Fund

			
			
	By:	/s/ Michael Tressl	
			
	Name:	Michael Tressl	
			
	Title:	Authorized Signatory	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amended  and  Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	BLACKROCK SCIENCE & TECHNOLOGY  OPPORTUNITIES
PORTFOLIO A SERIES OF BLACKROCK  FUNDS II
			
	By:	BlackRock Advisors, LLC
its Investment Adviser
	
			
			
	By:	/s/ Tony Kim	
			
	Name:	Tony Kim	
			
	Its:	MD	
			
			
	BLACKROCK SCIENCE AND TECHNOLOGY TRUST
			
	By:	BlackRock Advisors, LLC
its Investment Adviser
	
			
			
	By:	/s/ Tony Kim	
			
	Name:	Tony Kim	
			
	Its:	MD	
			
			
	BLACKROCK SCIENCE AND TECHNOLOGY TRUST II
			
	By:	BlackRock Advisors, LLC
its Investment Adviser
	
			
			
	By:	/s/ Tony Kim	
			
	Name:	Tony Kim	
			
	Its:	MD	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	BLACKROCK GLOBAL FUNDS - WORLD TECHNOLOGY FUND
			
	By:	BlackRock Investment Management, LLC
its Investment Adviser
	
			
			
	By:	/s/ Tony Kim	
			
	Name:	Tony Kim	
			
	Its:	MD	
			
			
	BLACKROCK GLOBAL FUNDS - NEXT GENERATION TECHNOLOGY FUND
			
	By:	BlackRock Investment Management, LLC
its Investment Adviser
	
			
			
	By:	/s/ Tony Kim	
			
	Name:	Tony Kim	
			
	Its:	MD	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto  have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	COATUE OFFSHORE MASTER FUND, LTD.
			
			
	By:	/s/ Zachary Feingold	
	Name:	Zachary Feingold	
	Title:	Authorized Signatory	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the  parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS: 
	
			
	YCVC FUND I, L.P.
	
			
	By:	YCVC FUND GP, LLC
its General Partner
	
			
			
	By:	/s/ Kirsty Nathoo
	
			
	Name:	Kirsty Nathoo	
			
	Title:	Chief Financial Officer	
			
			
	YC HOLDINGS II, LLC	
			
			
	By:	/s/ Kirsty Nathoo
	
			
	Name:	Kirsty Nathoo	
			
	Title:	Authorized Signatory	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	FRANKLIN STRATEGIC SERIES - FRANKLIN GROWTH 
OPPORTUNITIES FUND
	
			
	FRANKLIN TEMPLETON INVESTMENT FUNDS - FRANKLIN
U.S. OPPORTUNITIES FUND

			
	FRANKLIN TEMPLETON INVESTMENT FUNDS - FRANKLIN
TECHNOLOGY FUND
			
	By:	Franklin Advisers, Inc., as investment manager	
			
			
	By:	/s/ Michael McCarthy	
			
	Name:	Michael McCarthy	
			
	Title:	Executive Vice President and Chief Investment Officer	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
									
	INVESTORS:
	
			
	ALTIMETER GROWTH PARTNERS FUND IV, L.P.
			
	By:	Altimeter Growth General Partner IV, LLC, its General Partner	
			
			
			
	/s/ John J. Kiernan III	
	John J. Kiernan III, Authorized Person
	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]






IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Investors’ Rights Agreement as of the day and year first above written.
									
	KEY HOLDERS:
	
			
	RIENTS.ORG BV	
			
			
	By:	/s/ Sytse Sijbrandij	
		Sytse Sijbrandij
Authorized Signatory	


[Signature Page to GitLab Inc. Amended and Restated Investors’ Rights Agreement]







SCHEDULE A
INVESTORS
			
	Investor Name and Address
	500 Startups III, L.P.
444 Castro Street, #1200
Mountain View,  CA 94041

	Accelerate  FC Fund III LLC 
Accelerate  FC Fund VIII LLC 
Accelerate  FC Fund IX LLC 
c/o FundersClub, Inc.
1 Bluxome  St., Suite 405
San Francisco, CA 94107

	August Capital VII, L.P. 
August Capital
PMB# 456 660 4th Street
San Francisco, California  94107
Attention:  Abby Hipps (ahipps@augustcap.com) and Jeff Bloom (jbloom@augustcap.com) 

	Crunch Fund II, L.P
Crunch Fund
c/o Greenough Group
1350 Old Bayshore  Highway,  Suite 920
Burlingame, CA 94010

	DBV INVESTMENTS, L.P.

	
	Elad Gil
4214 25th Street
San Francisco, CA 94114

	FundersClub  KD6 LLC 
FundersClub  Z3J LLC 
c/o FundersClub, Inc.
237 Kearny St. #424
San Francisco, CA 94108

	Goldman Sachs PSI Global Holdings, LLC
c/o Goldman, Sachs & Co.
200 West Street
New York, NY 10282

	GV 2017, L.P.
1600 Amphitheatre Parkway
Mountain View,  CA 94043
Email:  notice@gv.com
Attn:  GV Legal Dept.

	ICONIQ  Strategic Partners III, L.P.
394 Pacific Avenue, 2nd Floor
San Francisco, CA 94111
Attention:  Kevin Foster



1






			
	Investor Name and Address
	ICONIQ Strategic Partners III-B, L.P.
394 Pacific Avenue, 2nd Floor
San Francisco, CA 94111
Attention:  Kevin Foster

	ICONIQ  Strategic Partners IV, L.P.
394 Pacific Avenue, 2nd Floor
San Francisco, CA 94111
Attention:  Kevin Foster

	ICONIQ  Strategic Partners IV-B, L.P.
394 Pacific Avenue, 2nd Floor
San Francisco, CA 94111
Attention:  Kevin Foster

	Ilya Sukhar
2279 Bryant Street
San Francisco,  CA 94110

	In-Q-Tel, Inc
2107 Wilson Blvd.,  11th Floor
Arlington, VA 22201

	Khosla Ventures  Seed C, LP 
Khosla Ventures V, LP
2128 Sand Hill Road
Menlo Park, CA 94025
Attn:  Legal

	Larry Augustin
596 Joandra Ct.
Los Altos, CA 94024

	Liquid 2 Ventures  LLC
830 Menlo Ave,  Suite 100
Menlo Park, CA 94025

	Liquid 2 Series-03
830 Menlo Ave, Suite 100
Menlo Park, CA 94025

	Oliver Grace Jr.
241  Bradley Place
Palm Beach, FL 33480

	Othman Laraki
1 Frederick Avenue
Atherton, CA 94027

	Sound Ventures, LLC 
Sound Ventures  III, LLC
c/o Live Nation Entertainment, Inc. 
Attn: Kathy Willard, CFO
9348 Civic Center Drive
Beverly Hills,  CA 90210



2






			
	Investor Name and Address
	Stichting  Depository INKEF  Investment Fund,  in its capacity  of INKEF  Investment
Gustav  Mahlerplein 66b, 9th floor,
1082 MA
Amsterdam, Netherlands
Attn: Robert  Jan Galema  & Corne  Jansen

	Telstra  Ventures Pty Ltd
c/o Level 41, 242 Exhibition Street
Melbourne VIC 3000
Australia
Attn:  Company Secretary
Email:   companysecretary@team.telstra.com
With a copy which  shall not constitute notice to:   mary.roberts@team.telstra.com

	Y Combinator Continuity Holdings I, LLC
335 Pioneer  Way
Mountain View,  CA 94041

	YCVC  Fund I, L.P.
335 Pioneer  Way
Mountain View,  CA 94041

	YC Holdings II, LLC
335 Pioneer  Way
Mountain View,  CA 94041

	Coatue  Offshore Master  Fund, Ltd.
c/o Coatue  Management, L.L.C.
9 West  57th Street,  25th Floor
New  York, NY 10019

	Adage  Capital  Partners  LP
200 Clarendon St,  52nd Floor
Boston, MA  02116
Dan Lehan
Chief Operating Officer 
djl@adagecapital.com
617-867-2855

	Altimeter  Growth Partners Fund IV, L.P. 
c/o Altimeter  Capital Management, LP 
Attention:  Chief Financial Officer
One International  Place,  Suite 4610
Boston, MA 02110 
john@altimeter.com
with a copy to: 
Hab Siam 
General Counsel
Altimeter  Capital Management, LP
2550 Sand Hill Road,  Suite 150
Menlo Park, CA 94025 
hab@altimeter.com



3






			
	Investor Name and Address
	Alkeon Innovation  Master Fund, LP
c/o Alkeon Capital Management, LLC
350 Madison Ave, 20th Fl
New York, NY  10017
Alkeonlegal@alkeoncapital.com

	Alkeon Innovation  Opportunity  Master Fund, LP
c/o Alkeon Capital Management, LLC
350 Madison Ave, 20th Fl
New York, NY  10017
Alkeonlegal@alkeoncapital.com

	BlackRock Science & Technology Opportunities  Portfolio a series of BlackRock  Funds II
c/o BlackRock
400 Howard  Street
San Francisco, CA 94105
Attn:  Tony Kim
Email:  tony.kim@blackrock.com
With a copy (which shall not constitute  notice) to:
c/o BlackRock, Inc.
Office of the General Counsel
40 East 52nd Street
New York, NY  10022
Attn: David Maryles and Joe Roy
Email:  legaltransactions@blackrock.com

	BlackRock Science and Technology Trust 
c/o BlackRock
400 Howard Street
San Francisco, CA 94105
Attn: Tony Kim
Email: tony.kim@blackrock.com
With a copy (which shall not constitute notice) to:
c/o BlackRock, Inc.
Office of the General Counsel
40 East 52nd Street
New York, NY 10022
Attn: David Maryles and Joe Roy
Email: legaltransactions@blackrock.com 



4






			
	Investor Name and Address
	BlackRock Science and Technology Trust II 
c/o BlackRock
400 Howard Street
San Francisco, CA 94105
Attn: Tony Kim
Email: tony.kim@blackrock.com
With a copy (which shall not constitute notice) to:
c/o BlackRock, Inc.
Office of the General Counsel
40 East 52nd Street
New York, NY 10022
Attn: David Maryles and Joe Roy
Email: legaltransactions@blackrock.com

	BlackRock Global Funds – World Technology Fund 
c/o BlackRock
400 Howard Street
San Francisco, CA 94105
Attn: Tony Kim
Email: tony.kim@blackrock.com
With a copy (which shall not constitute notice) to:
c/o BlackRock, Inc.
Office of the General Counsel
40 East 52nd Street
New York, NY 10022
Attn: David Maryles and Joe Roy
Email: legaltransactions@blackrock.com

	BlackRock Global Funds – Next Generation Technology Fund 
c/o BlackRock
400 Howard Street
San Francisco, CA 94105
Attn: Tony Kim
Email: tony.kim@blackrock.com
With a copy (which shall not constitute notice) to:
c/o BlackRock, Inc.
Office of the General Counsel
40 East 52nd Street
New York, NY 10022
Attn: David Maryles and Joe Roy
Email: legaltransactions@blackrock.com

	Capital Research and Management Company
333 S. Hope Street, 55th Floor
Los Angeles, CA 90071
Attn: Casey Solomon (CAZS); Jae Chung (JWNC)



5






			
	Investor Name and Address
	D1 Capital Partners Master, LP
9 West 57th Street, 36th Floor
New York, New York 10019

	Franklin Strategic Series – Franklin Growth Opportunities Fund 
One Franklin Parkway
San Mateo, CA 94403
Attention: Jonathan Curtis
E-mail: Jonathan.curtis@franklintempleton.com
With a copy that shall not constitute notice to: 
One Franklin Parkway
San Mateo, CA 94403
Attention: Kathleen Anderson
E-mail: Kathleen.anderson@franklintempleton.com
E-mail: DTSOps@franklintempleton.com

	Franklin Templeton Investment Funds – Franklin U.S. Opportunities Fund
One Franklin Parkway
San Mateo, CA 94403
Attention: Jonathan Curtis
E-mail: Jonathan.curtis@franklintempleton.com
With a copy that shall not constitute notice to: 
One Franklin Parkway
San Mateo, CA 94403
Attention: Kathleen Anderson
E-mail: Kathleen.anderson@franklintempleton.com
E-mail: DTSOps@franklintempleton.com

	Franklin Templeton Investment Funds – Franklin Technology Fund
One Franklin Parkway
San Mateo, CA 94403
Attention: Jonathan Curtis
E-mail: Jonathan.curtis@franklintempleton.com
With a copy that shall not constitute notice to: 
One Franklin Parkway
San Mateo, CA 94403
Attention: Kathleen Anderson
E-mail: Kathleen.anderson@franklintempleton.com
E-mail: DTSOps@franklintempleton.com

	Light Street Beacon 1, L.P.
525 University Avenue, Suite 300
Palo Alto, CA 94301

	Tiger Global Private Investment Partners XI, L.P.
9 West 57th Street, 35th Floor
New York, NY 10019
Attn:  Steve Boyd



6






			
	Investor Name and Address
	Tiger Global Investments, L.P.
9 West 57th Street, 35th Floor
New York, NY 10019
Attn:  Steve Boyd

	John Curtius
9 West 57th Street, 35th Floor
New York, NY 10019
Attn:  Steve Boyd

	Two Sigma Ventures I, LLC
100 Avenue of the Americas, Fl 16, 
New York, NY 10013



7