Exhibit
4.2


 


AMENDED
AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 1st day
of April, 2019 (the “Effective Date”), by and among Outbrain Inc. a Delaware corporation (the “Company”),
Yaron Galai and Ori Lahav (each a “Founder” and together, the “Founders”), the individuals
and entities identified in Schedule 1 attached hereto (collectively, the “Preferred G Holders”), the
individuals and entities identified in Schedule 2 attached hereto (collectively, the “Preferred F Holders”),
the individuals and entities identified in Schedule 3 attached hereto (collectively, the “Preferred D Holders”),
the individuals and entities identified in Schedule 4 attached hereto (collectively, the “Preferred C Holders”),
the individuals and entities identified in Schedule 5 attached hereto (collectively, the “Preferred B Holders”),
the individuals and entities identified in Schedule 6 attached hereto (collectively, the “Preferred A Holders”)
and the individuals and entities identified in Schedule 10 attached hereto (together with their Affiliates, “G+J”,
and together with the Preferred G Holders, Preferred F Holders, Preferred D Holders, Preferred C Holders and the Preferred B Holders,
the “Preferred Holders”), the individuals and entities identified in Schedule 7 attached hereto (collectively,
the “Common Stock Holders”) and the individuals and entities identified in Schedule 8 attached hereto
(collectively, the “Additional Common Stock Holders”).


 


W
I T N E S S E T H :


 


WHEREAS,
the Preferred Holders include the holders of all of the issued and outstanding shares of Series G Preferred Stock of the Company
par value $0.001 each (“Series G Preferred”), all of the issued and outstanding shares of Series F Preferred
Stock of the Company par value $0.001 each (“Series F Preferred”), all of the issued and outstanding shares
of Series D Preferred Stock of the Company par value $0.001 each (“Series D Preferred”), all of the issued
and outstanding shares of Series C Preferred Stock of the Company par value $0.001 each (“Series C Preferred”),
all of the issued and outstanding shares of Series B Preferred Stock of the Company par value $0.001 each (“Series B
Preferred”) and of all of the issued and outstanding shares of Series A Preferred Stock of the Company, par value $0.001
each (“Series A Preferred”, and together with the Series F Preferred, Series D Preferred, the Series C Preferred
and the Series B Preferred, the “Preferred Stock”), and the Common Stock Holders are the holders of issued
and outstanding shares of Common Stock of the Company, par value $0.001 each (“Common Stock”); and


 


WHEREAS,
the Company and certain stockholders of the Company are parties to that certain Amended and Restated Investors’ Rights Agreement
dated February 11, 2015 (the “Prior Investors’ Rights Agreement”); and


 


WHEREAS,
the requisite parties to the Prior Investors’ Rights Agreement wish to amend and restate in its entirety the Prior Investors’
Rights Agreement by entering into this Agreement.





     


     


    



NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:


 


		1.	Affirmative
                                         Covenants.



 


1.1          Delivery of Financial Statements.
The Company shall deliver to each of the Preferred Holders:


 


1.1.1     As soon as practicable, but in any event within
one hundred and twenty (120) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the
Company as of the end of such year, and consolidated statements of income and statements of cash flow of the Company for such
year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, United
States dollar-denominated, prepared in accordance with United States generally accepted accounting principles (“GAAP”),
audited by a “Big 4” firm of Independent Certified Public Accountants, and accompanied by an opinion of such firm
which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with
GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position
of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been
made in accordance with generally accepted auditing standards;


 


1.1.2     As soon as practicable, but in any event within
forty-five (45) days after the end of each quarter of each fiscal year, an unaudited but reviewed consolidated balance sheet of
the Company as at the end of each such period and unaudited but reviewed consolidated statements of (i) income and (ii) cash flow
of the Company for such period and for the period from the beginning of the current fiscal year to the end of such quarterly period,
setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable
detail, United States dollar-denominated and certified by the chief financial officer (or if none, by the chief executive officer)
of the Company, that such financial statements were prepared in accordance with GAAP applied on a basis consistent with that of
preceding periods and, except as otherwise stated therein, fairly present the financial position of the Company as of their date
subject to (x) there being no footnotes contained therein and (y) changes resulting from customary year-end audit adjustments,
and all reviewed by a “Big 4” firm of Independent Certified Public Accountants;


 


1.1.3     As soon as practicable, but in any event within
forty-five (45) days after the end of each calendar quarter, information on key metrics of the Company, as described more fully
and in the form set forth on Exhibit 1.1.3 attached hereto;


 


1.1.4     As soon as practicable, but in any event within
thirty (30) days after the end of each month, a report containing a summary of the financial and business status of the Company
in a form determined by the Company’s Board of Directors (the “Board”);


 


1.1.5     As soon as practicable, but in any event within
thirty (30) days after the end of each calendar year, a detailed capitalization table, on a fully-diluted basis, setting forth
all authorized and all issued and outstanding capital stock of the Company, showing all legally and beneficially owned securities
on a stockholder by stockholder basis, together with any details of any unissued, unexercised or unvested options or warrants,
and detailing any share transfers since the delivery of the previous share capitalization table, if any; and






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1.1.6     The
Annual Plan (as defined below), at least thirty (30) days prior to the beginning of each fiscal year covered by such Annual
Plan.


 


1.2          For the avoidance of doubt, the foregoing obligations
set forth in this Section 1.1 are independent of those set forth under those certain Management Rights Letters between the Company
and certain Preferred Holders.


 


1.3          Additional
Information.


 


1.3.1     The Company will permit the authorized representatives
of (i) Index Ventures Growth II (Jersey), L.P. and/or its Affiliates (as defined below) (collectively, “Index”)
for so long as Index holds at least two million (2,000,000) shares, as adjusted for any stock splits, recapitalizations, stock
dividends or the like) of the Company’s issued and outstanding capital stock (ii) Susquehanna Growth Equity Fund IV, LLLP
and/or its Affiliates (collectively, “SGE”) for so long as SGE holds at least two million (2,000,000) shares,
as adjusted for any stock splits, recapitalizations, stock dividends or the like) of the Company’s issued and outstanding
capital stock, and (iii) each other Preferred Holder, who, at such time, is the record holder of at least five percent (5%) of
the issued and outstanding shares of the Company (on an as-converted basis) (each, an “Entitled Holder”), full
and free access, at all reasonable times, and upon reasonable notice, to any of the properties of the Company, including its books
and records, and to discuss its affairs, finances and accounts with the Company’s officers and auditor, for any purpose
whatsoever. In addition, the Company will inform each Entitled Holder: (a) immediately upon the happening of any event likely
to have a significant impact upon the Company or its business, of such event and its implications; and (b) with reasonable promptness,
such other information and data with respect to the Company, as the Entitled Holders may from time to time reasonably request.
This Section 1.3 shall not be in limitation of any rights which the Preferred Holders or the directors designated by the Preferred
Holders may have under applicable law.


 


1.3.2     The Company will provide to HarbourVest Partners,
L.P. and/or its Affiliates (collectively, “HarbourVest”) and SGE with reasonable promptness, such monthly financial
reports, other information and data with respect to the Company as HarbourVest and SGE may from time to time reasonably request
about the business and operations of the Company including, but not limited to, such information as is reasonably requested by
HarbourVest and SGE in order to withhold tax or to file tax returns and reports or to furnish information to any of its partners
with respect to the Company.


 


1.4          Accounting. The Company will maintain
and cause each of its Subsidiaries (as defined herein) to maintain a system of accounting established and administered in accordance
with GAAP consistently applied, and will set aside on its books and cause each of its operating Subsidiaries to set aside on its
books all such proper reserves as shall be required by GAAP. For purposes of this Section 1.4 and Section 2 below, “Subsidiary”
means any corporation or entity at least a majority of whose voting securities are at the time owned by the Company, or by one
or more Subsidiaries, or by the Company and one or more Subsidiaries.


 


1.5          Proprietary
Information and Non-Competition Agreements. The Company will not employ, or continue to employ, any person who will
have access to confidential information with respect to the Company and its operations unless such person has executed and
delivered a Proprietary Information and Non-Competition Agreement to the satisfaction (as to substance and form) of the
Board.





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1.6          Annual Plan. The management of
the Company shall establish annually an operating plan and budget for the Company (the “Annual Plan”), in consultation
with the Board. The Annual Plan shall be subject to the approval of the Board and shall be delivered to the Preferred Holders
pursuant to Section 1.1.4.


 


1.7          Confidentiality. The Preferred
Holders agree, severally and not jointly, that any information obtained pursuant to Sections 1.1, 1.2, 1.3 and 1.6, will not be
disclosed without the prior written consent of the Company; provided that, in connection with periodic reports to their
stockholders, partners or prospective partners, the Preferred Holders may, without first obtaining such written consent, make
general statements, not containing technical or other confidential information, regarding the nature and progress of the Company’s
business; provided further, that the Preferred Holders may provide summary information regarding the Company’s financial
information in their reports to their respective stockholders, partners or prospective partners, but may not annex to such reports
the full financial information to be provided hereunder by the Company and, provided further, that any Preferred Holder
may disclose such information to any Affiliate, partner, prospective partner, member, stockholder, or wholly owned subsidiary
of such Preferred Holder (or any employee or representative of any of the foregoing) in the ordinary course of business, provided
the recipient is bound by or there is an understanding that there is a confidentiality obligation with respect to such information
(including, for the avoidance of doubt, by virtue of being a party to this Agreement); provided however, that in the event
that a Preferred Holder is required to annex financial information obtained pursuant to Sections 1.1, 1.2, 1.3 or 1.6 to such
reports, such Preferred Holder shall exert its reasonable efforts to avoid annexing such financial information, in a manner consistent
with applicable law and practice, but to the extent that its efforts are unsuccessful, such Preferred Holder shall be entitled
to annex such financial information to such reports.


 


1.8          Employee
Stock. Unless otherwise approved by the Board, all future employees and consultants of the Company who purchase,
receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be
required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4)
year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12)    months
of continued employment or service, and the remaining shares vesting in equal monthly installments over the following
thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 3.11. In addition,
unless otherwise approved by the Board, the Company shall retain a “right of first refusal” on employee transfers
until an IPO (as defined below) and shall have the right to repurchase unvested shares at cost upon termination of employment
of a holder of restricted stock.


 


1.9          Intellectual
Property Agreements. The Company will enter into such agreements and take such other action as is necessary to
ensure that all Intellectual Property (as defined in that certain Series G Preferred Stock Purchase Agreement of even date
herewith, among the Company and certain parties included therein, and all agreements ancillary thereto (the “Series
G Purchase Agreement”), created by any current employee or consultant of the Company within the scope of his or her
engagement or employment with the Company is assigned to the Company and is solely and exclusively owned by the
Company.





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1.10          Termination of Rights. The Company’s
obligations under Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.8 and 1.9 shall terminate and shall be of no further force or effect
upon the closing of the Company’s initial underwritten public offering of its Common Stock pursuant to an effective registration
statement under the United States Securities Act of 1933, as amended (the “Securities Act”) or equivalent law
of another jurisdiction (an “IPO”).


 


2.            Preemptive Rights.
If the Company or a Subsidiary proposes to issue, offer or sell any equity securities of the Company or a Subsidiary, whether
or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any
type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (collectively,
“New Securities”), the Company or the Subsidiary, as the case may be, shall first offer such New Securities
to the persons and entities listed on Schedule 9 attached hereto (collectively, the “Investors”), who
shall be entitled to purchase their pro-rata portion of the New Securities (assuming the conversion into Common Stock of all then
outstanding shares of Preferred Stock). An Investor’s pro rata portion shall be the ratio of the number of shares of the
Company’s Common Stock (assuming the conversion into Common Stock of all then outstanding shares of Preferred Stock) held
by such Investor as of the date of the Offer Notice (as defined below), to the sum of the total number of outstanding shares of
Common Stock held by all stockholders of the Company (assuming the conversion into Common Stock of all then outstanding shares
of Preferred Stock) as of the date of the Offer Notice (the “Pro Rata Portion”) and such portion of over allotment
share, as described below, except that with respect to Yaron Galai, the Common Stock issued to him prior to the date of this Agreement
(and any Common Stock to be issued upon exercise of options) shall not be taken into consideration when calculating his Pro Rata
Portion. Each Investor shall be entitled to apportion the preemptive rights set forth in this Section 2 among itself and its Affiliates
in any such proportions it deems appropriate in its sole discretion. Such preemptive rights shall be subject to the following
provisions:


 


2.1          Offer Notice. The Company shall
give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities,
(ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such
New Securities.


 


2.2          Notification
to Company. By notification to the Company within ten (10) days after the Offer Notice is delivered to the
Investors, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer
Notice, up to its Pro Rata Portion of New Securities. The Company shall promptly, in writing, inform each Investor that
purchases all the New Securities available to it (each, a “Fully -Exercising Investor”) of any other
Investor’s failure to do likewise. During the 5-day period commencing after receipt of such information, each
Fully-Exercising Investor shall be entitled to obtain that portion of the New Securities for which Investors were entitled to
subscribe but which were not subscribed for by the Investors that is equal to the non-purchasing stockholder’s portion,
pro-rata according to the respective total number of shares of Common Stock (treating all Preferred Stock as if fully
converted) owned by the other stockholders exercising their right of over-allotment. Any remaining unsubscribed portion of
the New Securities that are not elected to be purchased by the Investors, may, during the ninety (90) day period following
the expiration of the ten day period or the additional 5-day period described above, as applicable, be offered by the Company
to any person or entity at a price not less than, and upon terms no more favorable to the offeree than, those specified in
the Offer Notice.





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2.3          Written Agreement. The parties
hereby agree that the terms and conditions of any sale pursuant to this Section 2 will be memorialized in, and governed by, a
written purchase and sale agreement between the Company and the relevant Investors, with customary terms and provisions for such
a transaction, and the parties further covenant and agree to enter into such an agreement as a condition precedent to any sale
or other transfer pursuant to this Section 2. Any such agreement will be negotiated in good faith by the relevant parties thereto
and with any third party purchasing New Securities. The closing of the purchase of the New Securities by the Investors and any
third party offeree shall take place concurrently at a date and time agreed upon by all parties thereto. The Company may, at any
time, choose to revoke its offer of New Securities to the Investors or any third party offeree and the Investors shall have no
right to purchase any New Securities from the Company, subject to any agreements subsequently entered into relating to the purchase
of such New Securities.


 


2.4          Revival of Offer. If the Company
has not sold the New Securities within said ninety (90) day period, or if such agreement is not consummated (i.e., an initial
closing has not taken place) within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to
be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section
2.


 


2.5          Exceptions. Notwithstanding anything
to the contrary contained herein, the provisions of this Section 2 shall not be applicable to a strategic financing by the Company
in an amount up to $10,000,000 on terms mutually agreeable to the Company, Susquehanna Growth Equity Fund IV, LLLP, HarbourVest
Partners, L.P. Index Ventures Growth II (Jersey), L.P., Lightspeed Venture Partners VII, L.P., Viola Ventures III, L.P. and Gemini
Israel IV, L.P. Furthermore, the rights in this Section 2 shall not be applicable to New Securities that do not constitute Additional
Shares of Common (as defined in the Amended Certificate (as defined below)).


 


2.6          Termination. This Section 2 shall
terminate and be of no further force or effect immediately before the consummation of an IPO; in addition and regardless of the
consummation of an IPO, this Section 2 will terminate and be of no further force or effect with respect to each Investor and its
Affiliates whose aggregate holdings in the Company are less than two percent (2%) of the Common Stock on an as-converted and fully
diluted basis.


 


3.           Registration.
The following provisions govern the registration of the Company’s securities:


 


3.1          Definitions.
As used herein, the following terms have the following meanings:


 


“Affiliate”
means, with respect to any individual or entity, an individual or entity that, directly or indirectly, controls, is
controlled by or is under common control with such individual or entity, including, without limitation, any general partner,
managing member, manager, member, officer or director of such entity or any venture capital fund now or hereafter existing
that is controlled by one or more general partners or managing members of, shares the same management or advisory company
with, or is otherwise affiliated with such individual or entity.





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“Amended
Certificate” means the Company’s then-current Amended and Restated Certificate of Incorporation filed with the
Delaware Secretary of State.


 


“Business
Day” means any day that is not a Saturday or Sunday or any other day on which the New York Stock Exchange or the Nasdaq
Stock Market are closed for trading.


 


“Common
Holder” means any holder of outstanding Common Registrable Shares or any assignee thereof in accordance with Section
3.10 of this Agreement.


 


“Common
Registrable Shares” means all shares of Common Stock issued by the Company to the Founders or any assignee thereof in
accordance with Section 3.10 of this Agreement.


 


“Form
S-3” means Form S-3 under the Securities Act, as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits inclusion or incorporation
of substantial information by reference to other documents filed by the Company with the SEC.


 


“Holder”
means any holder of outstanding Registrable Shares who is a party to this agreement or any assignee thereof in accordance with
Section 3.10 of this Agreement.


 


“Initiating
Holders” means Holders holding more than thirty-five percent (35%) of the Registrable Shares.


 


“Register”,
 “registered” and “registration” refer to a registration effected by filing a registration
statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration
statement, or the equivalent actions under the laws of another jurisdiction.


 


“Registrable
Shares” means all shares of Common Stock issuable upon conversion of the Preferred Stock, all shares of Common
Stock issued by the Company in respect of such shares, all shares of Common Stock held by G+J and all shares of Common Stock
that the Preferred Holders may hereafter purchase pursuant to their preemptive rights (including any over-allotment rights)
or rights of first refusal, or shares of Common Stock issued on conversion or exercise of other securities so purchased or in
exchange for or in replacement of, such securities; provided, however, that the following shall not be considered Registrable
Shares: (i) any share of Common Stock that could be sold by the holder thereof pursuant to Rule 144(b)(1) promulgated under
the Securities Act if such securities then held by such Holder constitute (x) prior to the expiration of any “lock-up
agreement” entered into with the underwriters of the IPO, less than one percent (1%) of the Company’s outstanding
equity securities, and (y) after such time, less than five percent (5%) of the Company’s outstanding equity securities,
(ii) any share of Common Stock that has previously been registered under an effective registration statement filed pursuant
to the Securities Act and disposed of in accordance with such registration statement, (iii) any share of Common Stock that
has otherwise previously been sold to the public, and (iv) any share of Common Stock sold by a Holder in a transaction in
which such Holder’s rights are not assigned in accordance with the provisions of Section 3.10. For the avoidance of any
doubt, Common Stock issued to Yaron Galai prior to the date of this Agreement (and any Common Stock to be issued upon
exercise of options) shall not be considered as Registrable Shares.





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3.2          Incidental
Registration.


 


3.2.1          Notice
of Registration. Other than in connection with a request for registration pursuant to Section 3.3 or 3.4 of this
Agreement, if at any time the Company, including if the Company qualifies as a well-known seasoned issuer (within the meaning
of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an
effective shelf registration statement (a “Shelf Registration Statement”), or (ii) a registration
statement (other than (x) a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the
Securities Act, or (y) a registration statement relating solely to employee benefit plans or a corporate reorganization), in
either case, for the sale of Common Stock or securities convertible into or exercisable for Common Stock for its own account,
or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a firm commitment
basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or
more investment banks (subsections (i) and (ii), collectively, a “Piggy-Back Underwritten Offering”), then
as soon as practicable but not less than fifteen (15) days prior to the filing of (a) any preliminary prospectus supplement
relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus
supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no
preliminary prospectus supplement is used) or (c) such registration statement, as the case may be, the Company shall give
notice of such proposed Piggy-Back Underwritten Offering to the Holders and the Common Holders and such notice (a
 “Piggyback Notice”) shall offer the Holders and the Common Holders the opportunity to include in such
Piggy-Back Underwritten Offering such number of Registrable Shares or Common Registrable Shares as each such Holder or Common
Holder may request in writing. Each such Holder or Common Holder shall then have ten (10) days after receiving such Piggyback
Notice to request in writing to the Company inclusion of Registrable Shares or Common Registrable Shares in the Piggy-Back
Underwritten Offering, except that such Holder or Common Holder shall have two (2) Business Days after such Holder or Common
Holder confirms receipt of the notice to request inclusion of Registrable Shares or Common Registrable Shares in the Piggy
Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or
 “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion
from a Holder or a Common Holder received within the specified time, the Company shall use its reasonable best efforts to
include in the applicable Piggy-Back Underwritten Offering Holders’ Registrable Shares or the Common Holders’
Common Registrable Shares requested to be included on the terms set forth in this Agreement. Prior to the commencement of any
 “road show” in the case of an offering in which a preliminary prospectus is used and prior to the signing of the
underwriting agreement in the case of any other offering, each Holder or Common Holder shall have the right to withdraw its
request for inclusion of its Registrable Shares or Common Registrable Shares in any registration by giving written notice to
the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such
Holder or Common Holder shall no longer have any right to include Registrable Shares or Common Registrable Shares in the
Piggy-Back Underwritten Offering as to which such withdrawal was made.





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3.2.2     Company
Not Qualifying as a WKSI. If the Company does not qualify as a WKSI, (i) the Company shall give each Holder or Common
Holder fifteen (15) days’ notice prior to filing a Shelf Registration Statement and, upon the written request of any
Holder or Common Holder, received by the Company within ten (10) days of such notice to the Holder, the Company shall include
in such Shelf Registration Statement a number of Ordinary Shares equal to the aggregate number of Registrable Shares or
Common Registrable Shares requested to be included without naming any requesting Holder or Common Holder as a selling
shareholder and including only a generic description of the holder of such securities (the “Undesignated Registrable
Shares”), (ii) the Company shall not be required to give notice to any Holder or Common Holder in connection with a
filing pursuant to Section 3.2.1 unless such Holder or Common Holder provided such notice to the Company pursuant to this
Section 3.2.2 and included Undesignated Registrable Shares in the Shelf Registration Statement related to such filing, and
(iii) at the written request of a Holder or a Common Holder given to the Company more than seven (7) days before the date
specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggy-Back Underwritten
Offering (or such shorter period to which the Company, in its sole discretion, consents), the Company shall use its
reasonable best efforts to effect the registration of any of the Holders’ or Common Holders’ Undesignated
Registrable Shares so requested to be included and shall file a post-effective amendment or, if available, a prospectus
supplement to a Shelf Registration Statement to include such Undesignated Registrable Shares as any Holder or Common Holder
may request, provided that (a) the Company is actively employing its reasonable best efforts to effect such
Piggy-Back Underwritten Offering; and (b) the Company shall not be required to effect a post-effective amendment more than
two (2) times in any twelve (12) month period.


 


The
Company shall have the right to terminate or withdraw any registration or offering initiated by it under this Section 3.2 before
the effective date of such registration or the completion of such offering, whether or not any Holder or Common Holder has elected
to include Registrable Shares or Common Registrable Shares in such registration or offering. The expenses of such withdrawn registration
or offering shall be borne by the Company in accordance with Section 3.6.


 


3.2.3     Underwriting.
The right of the Holders and Common Holders to participate in a Piggy-Back Underwritten Offering pursuant to this Section 3.2
shall be conditioned upon the Holders and the Common Holders proposing to distribute their securities through such
underwriting (together with the Company and the other Holders distributing their securities through such underwriting, if
any) and entering into an underwriting agreement in customary form with the managing underwriter selected for such
underwriting in accordance with the provisions of Section 3.5 below. Notwithstanding any other provision of this Section 3.2,
if the managing underwriter advises the Company in writing, in its sole discretion, that marketing factors require a
limitation of the number of shares to be registered under such registration, then the amount of Registrable Shares or Common
Registrable Shares to be so sold shall be allocated (i) first, to the securities the Company proposes to sell,
(ii) second, among the Holders of Registrable Shares, pro rata to the Registrable Shares held by the holders of
Registrable Shares, (iii) third, among the Common Holders of Common Registrable Shares, pro rata to the Common
Registrable Shares held by the holders of Common Registrable Shares and (iv) fourth, other securities, if any,
requested to be included in such registration pro rata among the holders of such securities on the basis of the number of
shares requested to be registered by such holders; provided, however, that in any event, all Registrable Shares
requested to be included in the Piggy-Back Underwritten Offering must be included in such registration prior to any
other shares of the Company, including Common Registrable Shares (with the exception of shares to be issued by the Company to
the public), and further provided that, notwithstanding anything to the contrary herein, the aggregate amount of
Registrable Shares, which shall have the right to participate in any proposed Piggy-Back Underwritten Offering following the
IPO shall not be reduced below twenty-five percent (25%) of the aggregate amount of securities included in such
offering.





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3.3          Demand
Registration.


 


3.3.1       Request
for Registration.


 


(a)          At any time beginning six (6) months following
the date of the final prospectus for an IPO and until the fifth anniversary thereafter, the Initiating Holders may request in
writing that all or part of the Registrable Shares held by such requesting Initiating Holders shall be registered under the Securities
Act. Any such demand must request the registration of shares with an anticipated gross aggregate offering price of at least $5,000,000.


 


(b)          Within
ten (10) days after receipt of any such request, the Company shall give written notice of such request to the other Holders
and the Common Holders and shall include in such registration all Registrable Shares held by all such Holders and all Common
Registrable Shares held by Common Holders who wish to participate in such demand registration and provide the Company with
written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice.




 


(c)          Thereupon, the Company shall use its reasonable
commercial efforts to effect the registration of all Registrable Shares and Common Registrable Shares as to which it has received
requests for registration for trading on the securities exchange specified in the request for registration; provided, however,
that the Company shall not be required to effect any registration under this Section 3.3:


 


(1)          within a period of one hundred and eighty (180)
days following the effective date of a previous registration pursuant to this Section 3.3 or pursuant to Section 3.2, provided
the Holders were eligible to participate in such previous registration pursuant to Section 3.2;


 


(2)          If at the time of the request from the Initiating
Holders the Company gives notice within thirty (30) days of such request that it is engaged in preparation of a registration statement
or prospectus supplement, as the case may be, for a firm underwritten registered public offering (for which the registration statement
or prospectus supplement will be filed within ninety (90) days) in which the Holder may include Registrable Shares pursuant to
Section 3.2 above (subject to underwriting limitations provided under subsection 3.2.3);






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(3)         more than twice under this Section 3.3, provided
that a registration shall not be counted for purposes of this subsection until such time as the applicable registration statement
has been declared effective by the SEC and maintained for the period specified in Section 3.8.1 hereunder; or


 


(4)         in any particular jurisdiction in which the Company
would be required to qualify to do business or to execute a general consent to service of process in effecting such registration,
qualification or compliance.


 


The
Company shall be entitled to include shares of Common Stock for sale for its own account in any registration pursuant to this
Section 3.3 subject to the approval of the holders of a majority of the Registrable Shares held by the Initiating Holders.


 


3.3.2          Underwriting. If the Initiating Holders
intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to subsection 3.3.1 and the Company shall include such information in the written notice
referred to in paragraph 3.3.1. The underwriter will be selected in accordance with the provisions of Section 3.5 below. In such
event, the right of the Holders and the Common Holders to include securities in such registration shall be conditioned upon such
Holders’ and Common Holders’ participation in such underwriting and the inclusion of such Holders’ securities
in the underwriting (unless otherwise mutually agreed by the holders of a majority of the Registrable Shares held by the Initiating
Holders), to the extent provided herein. The Holders and Common Holders proposing to distribute their securities through such
underwriting shall (together with the Company), enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting. Notwithstanding any other provision of this Section 3.3, if the managing underwriter
advises the Holders and Common Holders in writing, in its sole discretion, that marketing factors require a limitation of the
number of shares to be underwritten, then the amount of Registrable Shares or Common Registrable Shares to be so sold shall be
allocated (i) first, among the Holders of Registrable Shares pro rata to the Registrable Shares held by the holders
of Registrable Shares, (ii) second, among Common Holders of Common Registrable Shares, pro rata to the Common Registrable
Shares held by the holders of Common Registrable Shares and (iii) third, pro rata among holders of other securities
(other than Registrable Shares or Common Registrable Shares), if any, requested to be included in such registration, pro rata
among the holders of such securities on the basis of the number of shares requested to be registered by such holders (the “Other
Registrable Shares”) desiring to participate in such registration on the basis of the amount of such Other Registrable
Shares initially proposed to be registered by such other shareholders; provided, however, that in any event all
Registrable Shares must be included in such registration prior to any other shares of the Company, including Common Registrable
Shares.





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3.4          Form
S-3 Registration.


 


3.4.1          Request
for Registration. In case the Company shall receive from any Holder or Holders (the “Form S-3 Initiating
Holders”), a written request or requests (a “Form S-3 Request Notice”) that the Company effect a
registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Shares
owned by such Holder or Holders, then, subject to the conditions of this Section 3.4, the Company will give written notice of
the proposed registration within twenty (20) days after receipt of any such Form S-3 Request Notice to all other Holders, and
include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and
who have provided the Company with written notice requests for inclusion therein within fifteen (15) days after the receipt
of the Company’s notice. Subject to the terms hereof, the Company will use its reasonable best efforts to effect such
registration as soon as practicable. All written requests from any Holder or Holders to effect a registration on Form S-3
pursuant to this Section 3.4 shall indicate whether such Holder(s) intend to effect an offering promptly following
effectiveness of the registration statement or whether, pursuant to Section 3.8.1, they intend for the registration statement
to remain effective so that they may effect the offering on a delayed basis (a “Shelf
Request”). Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this Section 3.4.1 (i) if Form S-3 is not available for such offering by the
Holders; (ii) within ninety (90) days of the effective date of a registration statement filed pursuant to Section 3.3 or this
Section 3.4.1, (iii) within ninety (90) days of a Piggy-Back Underwritten Offering in which the Form S-3 Initiating Holders
had an opportunity to participate pursuant to the provisions of Section 3.2 and from which no more the twenty percent (20%)
of the Registrable Shares of the Form S-3 Initiating Holders that were requested to be included were excluded pursuant to
Section 3.2.3, (iv) if the Company gives notice within fifteen (15) days of the request from the Form S-3 Initiating Holders
that it is engaged in preparation of a registration statement or prospectus supplement, as the case may be, for a firm
underwritten registered public offering (for which the registration statement or prospectus supplement will be filed within
ninety (90) days) in which the Form S-3 Initiating Holders may include Registrable Shares pursuant to Section 3.2 above
(subject to underwriting limitations provided under subsection 3.2.3), (v) if the aggregate price to the public of the shares
to be registered is less than $1,000,000 (one million U.S. dollars); and (vi) in any particular jurisdiction in which the
Company would be required to qualify to do business or to execute a general consent to service of process in effecting such
registration, qualification or compliance.


 


3.4.2          Shelf
Request. In the event a Form S-3 is filed pursuant to a Shelf Request, upon a written request (a “Form S-3
Demand Notice”) from any Holder or Holders (the “Form S-3 Takedown Holders”) that is entitled to
sell securities pursuant to such Form S-3 without filing a post-effective amendment that the Company effect an offering with
respect to Registrable Shares (a “Takedown”), the Company will, as soon as practicable, (x) deliver a
notice (a “Takedown Notice”) relating to the proposed Takedown to all other Holders who are named or are
entitled to be named as a selling shareholder in such Form S-3 without filing a post-effective amendment thereto and (y)
promptly (and in any event not later than twenty (20) days after receiving such request) supplement the prospectus included
in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the
Form S-3 Takedown Holders’ Registrable Shares as are specified in such request together with the Registrable Shares
requested to be included in such Takedown by any other Holder(s) who notify the Company in writing within ten (10) Business
Days after receipt of such notice from the Company. Notwithstanding the foregoing, the Company shall not be obligated to
effect a Takedown (i) unless the Registrable Shares requested to be offered pursuant to such Takedown have an anticipated
aggregate price to the public (net of any underwriting discounts and commissions) of not less than $1,000,000 (one million
U.S. dollars), (ii) if the Company has within the twelve (12) month period preceding the date of such request already
effected two (2) Takedowns under this Section 3.4.2, (iii) within 90 days of the effective date of a registration statement
filed pursuant to Section 3.3 or, if the filing pursuant to Section 3.4.1 included an underwritten, pursuant to Section
3.4.1, (iv) within 90 days of a Piggy-Back Underwritten Offering in which the Holder or Holders submitting the Takedown
Notice had an opportunity to participate pursuant to the provisions of Section 3.2 and from which no more the twenty percent
(20%) of the Registrable Shares of the Form S-3 Takedown Holders that were requested to be included were excluded pursuant to
Section 3.2.3 or (y)   within ninety (90) days of effecting a previous Takedown under this Section 3.4.2, or (v)
if the Company gives notice within fifteen (15) days of the Form S-3 Demand Notice that it is engaged in preparation of a
registration statement or prospectus supplement, as the case may be, for a firm underwritten registered public offering (for
which the registration statement or prospectus supplement will be filed within ninety (90) days) in which the Form S-3
Takedown Holders may include Registrable Shares pursuant to Section 3.2 above (subject to underwriting limitations provided
under subsection 3.2.3), in any particular jurisdiction in which the Company would be required to qualify to do business or
to execute a general consent to service of process in effecting such registration, qualification or compliance.





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3.5          Designation
of Underwriter.


 


(a)          In the case of any registration effected pursuant
to Section 3.3, the underwriter, if any, will be selected by the Initiating Holders holding the majority of Registrable Shares
and approved by the Company, which approval shall not be unreasonably withheld.


 


(b)          In the case of any registration initiated by
the Company or a registration initiated under Section 3.4, the Company shall have the right to designate the managing underwriter
in any underwritten offering.


 


3.6          Expenses. All expenses incurred
in connection with any registration, filing or qualification, pursuant to Sections 3.2, 3.3 and 3.4, including without limitation
all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, and fees
and disbursements of counsel for the Company as well as one counsel for the Holders selected by the holders of a majority of the
Registrable Shares of the Holders participating in such registration, filing or qualification shall be borne by the Company; provided,
however, that each of the Holders participating in such registration shall bear or pay its pro rata portion of discounts
or commissions payable to any underwriter and the fees and expenses of any additional advisors for such Holder (except as otherwise
provided for herein).





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3.7          Indemnities. In the event of any
registered offering of Common Stock pursuant to this Section 3 (for the purposes of this Section 3.7, the Common Holders shall
also be referred to as “Holders”):


 


3.7.1     The
Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder and any underwriter for such Holder,
and each person, if any, who controls the Holder or such underwriter, from and against any and all losses, damages, claims, liabilities,
joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent)
to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar
as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement
or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they
are made, not misleading, and the Company will reimburse the Holder, such underwriter and each such controlling person of the
Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by them in connection
with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss,
claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by a Holder,
such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that
this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further,
that the indemnity agreement contained in this subsection 3.7.1 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if such settlement is effected without the consent of the Company. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the selling stockholder, the underwriter or any
controlling person of the selling stockholder or the underwriter, and regardless of any sale in connection with such offering
by the selling stockholder. Such indemnity shall survive the transfer of securities by a selling stockholder.


 


 


3.7.2     Each
Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the
Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages,
claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling
stockholder’s consent) to which the Company or any such controlling person and/or any such underwriter may become
subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in
respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material
fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission
or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they were made, not misleading, and each such Holder will reimburse the
Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any
reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending
against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding;
in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in strict conformity with written information furnished by such Holder specifically for
inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such
untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but
eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the Final
Prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of
the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to
the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be
deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the
indemnity agreement contained in this subsection 3.7.2 shall not apply to amounts paid in settlement of any such claim, loss,
damage, liability or action if such settlement is effected without the consent of the Holders. In no event shall the
liability of a Holder exceed the net proceeds from the offering received by such Holder.





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3.7.3     Promptly after receipt by an indemnified party
pursuant to the provisions of Sections 3.7.1 or 3.7.2 of notice of the commencement of any action involving the subject matter
of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying
party pursuant to the provisions of said Section 3.7.1 or 3.7.2, promptly notify the indemnifying party of the commencement thereof;
but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified
party otherwise than hereunder except to the extent the indemnifying party is prejudiced as a result thereof. In case such action
is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying
party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however,
that if the defendants in any action include both the indemnified party and the indemnifying party and there is a conflict of
interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified
party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of
such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections
3.7.1 or 3.7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii)
the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the
indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party
will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


3.7.4     In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which either (i) an indemnified party, exercising rights under this
Agreement, makes a claim for indemnification pursuant to Section 3.7.1 or 3.1.2 but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 3.7 provides
for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such indemnified
party in circumstances for which indemnification is provided under this Section 3.7; then, and in each such case, the Company
and such indemnified party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the
percentage that the public offering price of its Registrable Shares offered by and sold under the registration statement bears
to the public offering price of all securities offered by and sold under such registration statement, and the Company and other
selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (A) no such Holder will
be required to contribute any amount in excess of the public offering price of all such Registrable Shares offered and sold by
such Holder pursuant to such registration statement; (B) no person or entity guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation; and (C) no Holder shall be required to contribute any amount in excess of the amount such
Holder would have been required to indemnify if indemnification had been applicable in accordance with its terms.





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3.8          Obligations of the Company. Whenever
required under this Section 3 to effect the registration of any Registrable Shares (including for the purpose of this Section
3.8 only, the Common Registrable Shares), the Company shall, as expeditiously as possible (for the purposes of this Section 3.8,
the Common Holders shall also be referred to as “Holders”):


 


3.8.1     prepare
and file with the SEC a registration statement with respect to such Registrable Shares and use its reasonable commercial
efforts to cause such registration statement to become effective, and, upon the request of the holders of a majority of the
Registrable Shares registered thereunder, keep such registration statement effective for a period of up to nine (9) 
months or, if sooner, until the distribution contemplated in the Registration Statement has been completed; provided,
however, such nine (9)-month period shall be extended by the length of time that the Holders are required to cease
distribution of the Registrable Shares pursuant to Section 3.8.5 or Section 3.9 below, if applicable.


 


3.8.2     prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered
by such registration statement.


 


3.8.3     furnish to the Holders participating in such
registration such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable
Shares owned by them.


 


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


 


3.8.5     notify
each holder of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances
then existing. Upon receipt of a notification under this Section 3.8.5 such Holders shall immediately cease distributing the
Registrable Shares covered by such registration statement.





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3.8.6     cause all Registrable Shares registered pursuant
hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.


 


3.8.7     provide a transfer agent and registrar for all
Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than
the effective date of such registration.


 


3.8.8     use its commercially reasonable efforts to cause
to be furnished, at the request of any Holder requesting registration of Registrable Shares pursuant to this Section 3, on the
date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this
Section 3, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters,
on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, if required by
the Holder, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance
as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Shares; provided that the delivery of any “10b-5 statement” and opinion
may be conditioned on the prior or concurrent delivery of a comfort letter pursuant to subsection (ii) hereof and (ii) a comfort
letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily
given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Shares subject to each such Holder to whom the comfort letter
is addressed providing a customary representation letter to the independent registered public accounting firm of the Company in
form and substance reasonably satisfactory to such accountant.


 


3.9          Deferral
of Filing or Suspension of use of Registration Statement. Notwithstanding any other provision of this Agreement, the
Company may postpone the filing of any registration statement, or suspend the use of a registration statement or prospectus,
up to two (2)  times in any 12-month period for up to an aggregate of ninety (90) days during such 12-month period if
the Company shall furnish to the relevant Holders a certificate signed by the Chief Executive Officer of the Company stating
that in the good faith judgment of the Board it would be seriously detrimental to the Company or its stockholders for a
registration statement to be filed or used at such time. During such periods of deferral or suspension, the Company shall not
sell securities for its own account or that of any other shareholder, in each case, pursuant to a registration statement
filed under the Securities Act, other than a registration statement on Form S-8; provided, however, the Company
shall be permitted to file one or more Shelf Registration Statements.





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3.10          Assignment
of Registration Rights. Any of the Holders or Common Holders may assign its rights to cause the Company to register
shares pursuant to this Section 3 to a transferee of no less than 200,000 Registrable Shares or Common Registrable Shares (in
each case, as adjusted for any stock split, stock dividend, recapitalization or similar event), including but not limited to
any Affiliate of such Holder or Common Holder; provided, however, that no transferee may be assigned any of the foregoing
rights unless the Company is given a written notice by the assigning and transferring party (not later than the time of such
assignment and transfer) stating the name and address of the transferee and identifying the securities of the Company as to
which the rights in question are being assigned and transferred; and provided further that any such transferee shall
undertake in advance and in writing to be bound by this Agreement and shall receive such assigned rights subject to all the
terms and conditions of this Agreement.


 


3.11          Lock-Up. In any registration of
the Company’s shares each Holder and Common Holder agrees that any sales of shares of the Company may be subject to a “lock-up”
period restricting such sales (including the making of any short sale of, loan, grant any option for the purchase of, or otherwise
disposition of any such shares) for such period not to exceed (a) in case of an IPO – 180 days following the effective date
of the registration statement for such IPO; or (b) in case of an underwritten offering thereafter – 90 days from the date
of the final prospectus for such other offering. If the event that FINRA Rule 2711(f)(4) applies to an offering of Company securities,
notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period,
the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the
expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results
during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed
by this Section 3.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of
the earnings release or the occurrence of the material news or material event. Each Holder and Common Holder agrees to execute
and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the
foregoing or that are necessary to give further effect thereto. The obligations described in this Section 3.11 shall not apply
to a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future,
or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in
the future. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions
until the end of such lock up period described above. Notwithstanding anything in this Section 3.11 to the contrary, the foregoing
provisions of this Section 3.11 (1) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement,
(2) shall only be applicable where all officers and directors and, in the case of an IPO, all one percent (1%) stockholders are
similarly bound, and (3) shall not prevent transfers to the Holders’ direct or indirect affiliates, including without limitation
such Holder’s direct and indirect stockholders, members, other equityholders, limited or general partners, beneficiaries
(if the Holder is a trust) and such Holder’s direct and indirect subsidiaries, or to any investment fund or other entity
controlled or managed by, or under the common control or management with, such Holder, provided that such transferee agrees to
be bound in writing by the restrictions set forth in the lock-up agreement and provided further that any such transfer shall not
involve a disposition for value.


 


3.12          Public
Information. At all times after the earlier of the close of business on such date as (a) a registration statement
filed by the Company under the Securities Act becomes effective, (b) the Company registers a class of securities under
Section 12 of the United States Securities Exchange Act of 1934, as amended, or any federal statute or code which is a
successor thereto (the “Exchange Act”), or (c) the Company issues an offering circular meeting the
requirements of Regulation A under the Securities Act, the Company shall make and keep publicly available and available to
the Preferred Holders pursuant to Rule 144 under the Securities Act (“Rule 144”), such information as is
necessary to enable the Preferred Holders to make sales of Registrable Stock pursuant to Rule 144. The Company shall comply
with the current public information requirements of Rule 144 and shall furnish thereafter to any Preferred Holder, upon
request, a written statement executed by the Company that it has complied with the reporting requirements of Rule 144 and
such other information as may be reasonably requested in availing any Preferred Holder of any rule or regulation of the SEC
that permits the selling of any such securities without registration.





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3.13          Foreign Offerings. The provisions
of this Section 3 shall apply, mutatis mutandis, to any registration of the securities of the Company outside of the United States.


 


3.14          Information by Holder. The Holders
and/or Common Holders included in any registration shall furnish to the Company such information regarding such Holder and/or
Common Holder, the Registrable Shares and/or Common Registrable Shares held by them and the distribution proposed by such Holder
and/or Common Holder as the Company may reasonably request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 3. If any Holder or Common Holder does not provide any reasonably requested
information within ten (10) business days of such written request, the Company is permitted to not register such Holder’s
securities without penalty.


 


3.15          Limitations on Subsequent Registration
Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders
of at least fifty percent (50%) of the Registrable Shares, as one class on an as converted basis, enter into any agreement with
any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include
such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the
Registrable Shares of the Holders that are included, or (ii) to demand registration of any securities held by such holder or prospective
holder which could result in such registration statement being declared effective prior to the fifth anniversary of the Company’s
IPO; provided, however, that the Company may without such consent enter into an agreement with any holder or prospective
holder of any securities of the Company related to the filing of a resale shelf registration statement to register shares issued
to such holder or prospective holder in an acquisition, if and only if such resale shelf registration statement does not permit
underwritten offerings and the rights of Holders hereunder are not adversely impacted.


 


3.16          Piggyback Registration. If, in
connection with an IPO the Company provides piggy-back registration rights for the account of a security holder or holders (other
than an employee benefit plan or plans) then the Company shall provide each of the Preferred Holders (on pro rata basis with the
other Preferred Holders based on each Preferred Holder’s percentage ownership) with the same piggy-back registration rights
subject to the same terms, conditions and limitations.





    19 


     


    



		4.	Miscellaneous.



 








4.1          Further Assurances. Each of the
parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out
and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.


 


4.2          Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflict
of law. The parties hereto agree to submit to the jurisdiction of the United States federal and state courts of the State of Delaware
with respect to the breach or interpretation of this Agreement or the enforcement of any and all rights, duties, liabilities,
obligations, powers, and other relations between the parties arising under this Agreement.


 


4.3          Successors and Assigns; Assignment.
Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors, and administrators of the parties hereto.


 


4.4          Entire Agreement; Amendment and Waiver.
This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard
to the subject matters hereof and thereof. This Agreement supersedes in its entirety the Prior Investors’ Rights Agreement,
and such Prior Investors’ Rights Agreement is hereby terminated and of no further force or effect. Any term of this Agreement
may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally
or in a particular instance) only with the written consent of (i) the Company, and (ii) prior to an IPO, the holders of more than
fifty percent (50%) of the issued and outstanding Preferred Stock (together as a single class and on an as-converted basis) and,
after an IPO, the Holders of more than fifty percent (50%) of the Registrable Shares, provided, however, anything in the
foregoing notwithstanding: (A) should such waiver or amendment change the rights or privileges granted to a particular stockholder
or class or series of stockholders, in a manner adverse and different from other stockholders (such more adversely affected shareholders,
a “Discriminated Class”), then such waiver or amendment shall be subject to the written approval of the stockholder/s
who are the owners of record of a majority of the issued and outstanding shares of such Discriminated Class (voting together as
a single class), and (B) any right or limitation provided for the express benefit of a specifically named party to this Agreement
may not be amended or waived without the consent of such party. Any amendment or waiver adopted with the applicable foregoing
consents shall be binding upon all parties to this Agreement. The Company shall give prompt notice of any amendment hereof or
waiver hereunder to any party hereto that did not consent in writing to such amendment or waiver.


 


4.5          Notices, etc. All notices
and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall
be transmitted via facsimile or email or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand
or by messenger, addressed to such party’s address as set forth below:


 


if
to the Preferred G Holders: to the addresses set forth in Schedule 1


 


with a copy to:


 


Yigal
Arnon & Co.











22
J. Rivlin Street





Jerusalem
94240, Israel


Facsimile:
+972 (2) 623-9236


Attn:
Yarom Romem, Adv.





E-mail:
yaromr@arnon.co.il





    20 


     


    



if
to the Preferred F Holders: to the addresses set forth in Schedule 2


 


with a copy to:


 


Debevoise
 & Plimpton LLP





919
Third Avenue


New
York, NY 10022


Facsimile:
212-909-6836


Attn:
David P. Iozzi





Email:
dpIozzi@debevoise.com


 


and
to:


 


Amit,
Pollak, Matalon & Co.





Nitsba
Tower, 18th Fl.


17
Yitzhak Sadeh St.


Tel-Aviv
67775 Israel


Tel.
+972 3 5689018 ext. 148


Fax.
+972 3 5689017





Attn:
Daniel Marcus, Adv.


 


if
to the Preferred D Holders: to the addresses set forth in Schedule 3


 


with
a copy (which shall not constitute notice) to:


 


Goodwin
Procter LLP





135
Commonwealth Drive


Menlo
Park, CA 94025





Attn:
Anthony McCusker, Esq.


 


and
to:


 


Meitar,
Liquornik, Geva & Leshem, Brandwein





16
Abba Hillel Silver Rd.


Ramat
Gan 52506, Israel


Facsimile:
+972 (3) 610-3111


Attn:
Asaf Harel, Adv.


Email:
aharel@meitar.com





    21 


     


    



and
to:


 








Shenhav
 & Co. Law Offices





4
Ha’nechoshet St.,


Tel
Aviv 69710, Israel


Facsimile:
+972 (3) 611-0788


Attn:
Shmulik Atias, Adv.


Email:
shmulik@shenhavlaw.co.il


 


if
to the Preferred C Holders: to the addresses set forth in Schedule 4


 


with
a copy to:


 


Meitar,
Liquornik, Geva & Leshem, Brandwein





16
Abba Hillel Silver Rd.


Ramat
Gan 52506, Israel


Facsimile:
+972 (3) 610-3111


Attn:
Asaf Harel, Adv.


Email:
aharel@meitar.com


 


if
to the Preferred B Holders: to the addresses set forth in Schedule 5


 


with a copy to:


 


Meitar,
Liquornik, Geva & Leshem, Brandwein





16
Abba Hillel Silver Rd.


Ramat
Gan 52506, Israel


Facsimile:
+972 (3) 610-3111


Attn:
Asaf Harel, Adv.


Email:
aharel@meitar.com


 


if
to the Preferred A Holders: to the addresses set forth in Schedule 6


 


with a copy to:


 


Barak
S. Platt





Yigal
Arnon & Co.


1
Azrieli Center


Tel
Aviv 67021 Israel





Facsimile:
(972-3) 608-7714


 


if
to the Common Stock Holders: to the addresses set forth in Schedule 7


 


if
to the Additional Common Stock Holders: to the addresses set forth in Schedule 8


 


if
to the Company:





Michael
J. Kistler


Outbrain
Inc.


39
West 13th Street NY, NY 10011


Facsimile:
(917) 591-5856











Email:
mkistler@outbrain.com





    22 


     


    



with
a copy to:


 


Loeb
 & Loeb LLP





345
Park Avenue


New
York, New York 10154


Tel:
(212) 407-4937


Facsimile:
(212) 656-1076


Attn:
Lloyd L. Rothenberg


Email:
lrothenberg@loeb.com





 


if
to G+J: to the addresses set forth in Schedule 10


 


or
such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice
sent in accordance with this Section 4.5 shall be effective (i) if mailed, seven (7) business days after mailing, (ii) if sent
by messenger, upon delivery, and (iii) if sent via facsimile or email, upon transmission and electronic confirmation of receipt
or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation
of receipt.


 


4.6          Delays or Omissions. Except as
expressly provided herein, no delay or omission to exercise any right, power, or remedy accruing to any party upon any breach
or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or
otherwise afforded to any of the parties, shall be cumulative and not alternative.


 


4.7          Severability. If any provision
of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall
be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted
so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of
the excluded provision as determined by such court of competent jurisdiction.


 


4.8          Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually
executing such counterpart, and all of which together shall constitute one and the same instrument.





    23 


     


    



4.9          Aggregation
of Stock. Other than with respect to rights, limitations and obligations pursuant to this Section 3 hereof, (i) all
shares of Preferred Stock and shares of Common Stock, as the case may be, held or acquired by Affiliates or other affiliated
entities or persons of a Preferred Holder or a Common Stock Holder, as the case may be, shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement, and (ii)     for the purpose
of this Section 4.9 “affiliated entities or persons” shall mean with respect to any entity or person, its
Permitted Transferee (as defined in the Amended and Restated Stockholders’ Agreement of even date between the Company
and certain stockholders of the Company).


 


[Signature
Page to Follow]





    24 


     


    



IN
WITNESS WHEREOF the parties have signed this Amended and Restated Investors’ Rights Agreement as of the date first hereinabove
set forth.


 





	 	OUTBRAIN
    INC.
	 	 	 
	 	By:	/s/ Yaron Galai
	 	 	Name: Yaron Galai
	 	 	Title: CEO
	 	 	 
	 	/s/ Yaron Galai
	 	YARON GALAI
	 	 	 
	 	/s/ Ori Lahav
	 	ORI LAHAV




 


Signature
page to IRA




     


     


    



IN
WITNESS WHEREOF the parties have signed this Amended and Restated Investors’ Rights Agreement as of the date first hereinabove
set forth.





	 	 	 
	SUSQUEHANNA
    GROWTH EQUITY FUND IV, LLLP	 
	 	 	 
	By:	Susquehanna
    Growth Equity, LLC, its authorized agent	 
	 	 	 
	By:	/s/
    Amir	 
	 	Name:
     Amir	 
	 	Title:
       Goldman	 
	 	 	 
	HARBOURVEST
    PARTNERS IX-VENTURE FUND L.P.	 
	 	 	 
	By:	HarbourVest
    IX-Venture Associates L.P., its General Partner	 
	By:	HarbourVest
    IX-Venture Associates LLC, its General Partner	 
	By:	HarbourVest
    Partners, LLC, its Managing Member	 
	 	 	 
	By:	/s/
    Peter
    B. Lipson 	 
	 	Name:  Peter
    B. Lipson	 
	 	Title:    Managing Director	 
	 	 	 
	HARBOURVEST/NYSTRS
    CO-INVEST FUND L.P.	 
	 	 	 
	By:	HIPEP
    VI Select Associates L.P., its General Partner	 
	By:	HIPEP
    VI Select Associates LLC, its General Partner	 
	By:	HarbourVest
    partners, LLC, its Managing Member	 
	 	 	 
	By:	/s/
    Peter
    B. Lipson 	 
	 	Name:  Peter
    B. Lipson	 
	 	Title:    Managing Director	 
	 	 	 
	LIGHTSPEED
    VENTURE PARTNERS VII L.P.	 
	 	 	 
	By:
    	Lightspeed
    General Partner VII, L.P., its General Partner	 
	By:
    	Lightspeed
    Ultimate General Partner VII, Ltd., its General Partner	 
	 	 	 
	By:	/s/
    Ravi Mhatre	 
	 	Name:  
    Ravi Mhatre	 
	 	Title:	 







 


Signature
Page to IRA






     


     


    



	VIOLA
    VENTURES, III L.P.	 
	 	 	 
	By:	Viola
    3 Ltd., its General Partner	 
	 	 	 
	By:	[ILLEGIBLE]	[ILLEGIBLE]	 
	 	Name:	 
	 	Title:	 
	 	 	 
	GEMINI
    ISRAEL IV L.P.	 
	GEMINI
    ISRAEL IV (ANNEX FUND) L.P.	 
	 	 	 
	By:	Gemini
    Associates IV L.P., its General Partner	 
	By:	Gemini
    Associates IV G.P., its General Partner	 
	 	 	 
	By:	/s/
    Yossi Sela 	/s/
                                            Menashe Ezra



	 
	 	Name: Yossi
    Sela	Menashe
                                            Ezra



	 
	 	Title:   Managing
    Partner	Managing
    Partner	 
	 	 	 
	By:	/s/
    Yossi Sela 	/s/
    Menashe Ezra	 
	 	Name: Yossi
    Sela	Menashe
    Ezra	 
	 	Title:   Managing
    Partner	Managing
    Partner	 
	 	 	 
	GEMINI
    PARTNERS INVESTORS IV L.P.	 
	GEMINI
    PARTNERS INVESTORS IV (ANNEX FUND) L.P.	 
	 	 	 
	By: 	Gemini
    Israel Funds IV Ltd., its General Partner	 
	 	 	 
	By:	/s/
    Yossi Sela 	/s/
    Menashe Ezra	 
	 	Name: Yossi
    Sela	Menashe
    Ezra	 
	 	Title:   Managing
    Partner	Managing
    Partner	 
	 	 	 
	By:	/s/
    Yossi Sela 	/s/
    Menashe Ezra	 
	 	Name: Yossi
    Sela	Menashe
    Ezra	 
	 	Title:   Managing
    Partner	Managing
    Partner	 




 


Signature
Page to IRA




     


     


    



	INDEX VENTURES GROWTH II (JERSEY), L.P.
 INDEX VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P.
	 	 	 
	By:	Index Venture Growth Associates
II Limited, its Managing General
Partner	 
	 	 	 
	By:	/s/
    N. T. Greenwood 	 
	 	Name:
     N. T. Greenwood	 
	 	Title:
       Director	 
	 	 	 
	By:	/s/ I J Henderson	 
	 	Name:
     I J Henderson	 
	 	Title:
       Director	 
	 	 	 
	YUCCA (JERSEY) SLP	 
	 	 	 
	By:	Elian
                                         Employee Benefit Services Limited as Authorized Signatory of Yucca (Jersey) SLP in its
                                         capacity as administrator of the Index Co-Investment Scheme	 
	 	 	 
	By:	/s/ David Middleton	/s/ Luke
    Aubert	 
	 	Name: David Middleton	Luke
    Aubert	 
	 	Title: Authorised Signatories	 	 
	 	 	 	 
	RH INTERNET II LLC	 
	 	 	 
	By:	 	 
	 	Name:
     	 
	 	Title:
       	 
	 	 	 
	VINTAGE
INVESTMENT PARTNERS V (CAYMAN), L.P.	 
	VINTAGE
INVESTMENT PARTNERS V (ISRAEL), L.P.	 
	 	 	 
	By:	Vintage Investment Partners 5, L.P., its General Partner	 
	By:	Vintage Fund 5 Ltd., its General Partner	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Signature
Page to IRA




     


     


    



	MICHEL
    CROUHY	 
	 	 	 
	MICHAL
    EDELSTYN (BY SIMON EDELSTYN BY PROXY)	 
	 	 	 
	ZOHAR
    GILON	 
	 	 	 
	LEON
    RECANATI	 
	 	 	 
	PROVIDENT
    FUND OF THE EMPLOYEES OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	MTS
    INVESTMENTS INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	STARTIFY
    (1992) LTD. (FKA SIGMA INVESTMENTS 1992 LTD.)	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


Signature
Page to IRA




     


     


    



	LOEB
 & LOEB LLP	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	GRUNER
+ JAHR GMBH	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Signature
Page to IRA




     


     


    



	Dan
    Galai	 	Mickey
    Kertesz
	 	 	 
	Ziv
    Kop	 	Efrat
    Perez
	 	 	 
	Ilan
    Lior	 	Amir
    Lahav
	 	 	 
	Hanan
    Salinger	 	Dalit
    Lahav
	 	 	 
	Rani
    Nelken	 	Isaschar
    Kurt
	 	 	 
	Eytan
    Galai	 	Rotem
    Doron
	 	 	 
	Uri
    Galai	 	Ester
    Shabtai
	 	 	 
	Noam
    Galai	 	Doron
    Levin







 


Signature
Page IRA




     


     


    



SCHEDULE
1


 


THE
PREFERRED G HOLDERS


 


SUSQUEHANNA
GROWTH EQUITY FUND IV, LLLP 

c/o Susquehanna Growth Equity, LLC


401
City Ave.


Bala
Cynwyd, PA 19004





Attention:
General Counsel


 


Schedule
1 to IRA




     


     


    



SCHEDULE
2


 


THE
PREFERRED F HOLDERS


 





	HARBOURVEST
        PARTNERS L.P.

        c/o
        HarbourVest Partners, LLC

        One
        Financial Center

        44th
        Floor

        Boston
        MA 02111

        Attn:
        Tiffany Obenchain

        Tel
        +1 617 348 3707

        Fax
        +1 617 350 0305

         

        with
a copy (which shall not constitute notice) to:

         

        Debevoise
        & Plimpton LLP

        919
        Third Avenue

        New
        York, NY 10022

        Facsimile:
        212-909-6836

        Attn:
        David P. Iozzi

        Email:
        dpIozzi@debevoise.com

         

        VIOLA
        VENTURES, III L.P.

        Delta
        House

        16
        Abba Eben Avenue

        Herzeliya
        46725

        Israel

        Attn:
        Michal Cohen

        Tel:
        +972-9-9720400

        Fax:
        +972-9-9720401

        Email:Michalc@Violaventures.com

         

        GEMINI
        ISRAEL IV L.P.

        GEMINI
        PARTNERS INVESTORS IV L.P.

        GEMINI
        ISRAEL IV (Annex Fund) L.P.

        GEMINI
        PARTNERS INVESTORS IV

        (Annex
        Fund) L.P.

        11
        Hamenofim Street

        Herzlia
        Pituach

        Israel

         

        LIGHTSPEED
VENTURE PARTNERS VII, L.P.

        2200
        Sand Hill Road, Suite 100

        Menlo
        Park, CA 94025

        USA

         

        
INDEX VENTURES GROWTH II (JERSEY), L.P.

                                                                                                                INDEX VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P.

                                                                                                                

                                                                                                               Index Venture Growth Associates II Limited

                                                                                                               5th Floor

                                                                                                               44 Esplanade

                                                                                                               St Helier

                                                                                                               Jersey JE1 3FG

                                                                                                               Channel Islands

                                                                                                               Attention: Gemma Harries

                                                                                                                

                                                                                                               with
a copy (which shall not constitute notice) to:

                                                                                                                

                                                                                                               Index Venture Management S.A.

                                                                                                               2 rue de Jargonnant

                                                                                                               1207 Geneva

                                                                                                               Switzerland

                                                                                                               Fax: +41 22 737 0099

                                                                                                               Attention: André Dubois

                                                                                                                

                                                                                                               YUCCA
(JERSEY) SLP

                                                                                                               Intertrust Employee Benefit Services Limited

                                                                                                               44 Esplanade

                                                                                                               St Helier

                                                                                                               Jersey JE4 9WG

                                                                                                               Channel Islands

                                                                                                               Attention: Sarah Earles

                                                                                                                

                                                                                                               with
a copy to:

                                                                                                                

                                                                                                               Index Venture Management S.A.

                                                                                                               2 rue
de Jargonnant

                                                                                                               1207 Geneva

                                                                                                               Switzerland

                                                                                                               Fax: +41 22 737 0099

                                                                                                               Attention: André Dubois








 


Schedule
2 to IRA





     


     


    



	Leon
        Recanati

        27
        Yoav St.,

        690811,
        Israel

        Fax:
        +972-9-9701866

         

        RH
        INTERNET II LLC

        c/o
        Tigris Group Inc.

        535
        Madison Avenue, 12th Floor

        New
        York, New York 10022

        USA

        Email:
        ashapiro@tigris.com

        Attn:
        Andrew M. Shapiro, General Counsel

         

        With
        a copy to:

         

        Rhodium
        Ltd

        91
        Medinat Hayehudim St.

        Herzeliya
        Pituach 46140

        Email:
        yaron@rhodium.co.il

        Attn:
Yaron Kniajer, Managing Director & CFO

         

        Zohar
        Gilon

        Okeanos
        Hotel

        50
        Ramat Yam St.,

        Herzliya
        Pituach

        46851
        Israel

        Tel:
        +972-9-9543555

         

        Vintage
        Investment Partners V (Israel), L.P.

        Vintage
Investment Partners V (Cayman), L.P.

        Ackerstein
        Towers, Bldg D 10th Floor

        12
        Abba Eban Avenue

        Herzliya
        Pituach, 46120 Israel

         

        with
a copy (which shall not constitute notice) to:

         

        Amit,
        Pollak, Matalon & Co.

        Nitsba
        Tower, 18th Fl.

        17
        Yitzhak Sadeh St.

        Tel-Aviv
        67775 Israel

        Tel.
        +972 3 5689018 ext. 148

        Fax.
        +972 3 5689017

        Attn:
        Daniel Marcus, Adv.





	 

                                                                                                                                                                                                                                                      Aba
        Hilel 14A, Ramat – Gan

        MTS
        Investments Inc.

        C\O
        Mutualart Inc.

        298
        Fifth Ave. NY, NY 10001

        USA






 


Schedule
2 to IRA (Cont’d)





     


     


    



SCHEDULE
3


 


THE
PREFERRED D HOLDERS


 





	VIOLA
        VENTURES, III L.P.

        Delta
        House

        16
        Abba Eben Avenue

        Herzeliya
        46725

        Israel

        Attn:
        Michal Cohen

        Tel:
        +972-9-9720400

        Fax:
        +972-9-9720401

        Email:Michalc@Violaventures.com

         

        LIGHTSPEED
VENTURE PARTNERS VII, L.P.

        2200
        Sand Hill Road, Suite 100

        Menlo
        Park, CA 94025

        USA

         

        INDEX
VENTURES GROWTH II (JERSEY), L.P.

        Index
        Venture Growth Associates II Limited

        5th
        Floor

        44
        Esplanade

        St
        Helier

        Jersey
        JE1 3FG

        Channel
        Islands

        Attention:
        Gemma Harries

         

        INDEX
        VENTURES GROWTH II

        PARALLEL
ENTREPRENEUR FUND (JERSEY), L.P.

        Index
        Venture Growth Associates II Limited

        5th
        Floor

        44
        Esplanade

        St
        Helier





 


	Jersey
        JE1 3FG

        Channel
        Islands

        Attention:
        Gemma Harries

         

        YUCCA
        (JERSEY) SLP

        Intertrust
Employee Benefit Services Limited

        44
        Esplanade

        St
        Helier

        Jersey
        JE4 9WG

        Channel
        Islands

        Attention:
        Sarah Earles

         

        with
        a copy to:

         

        Index
        Venture Management S.A.

        2
        rue de Jargonnant

        1207
        Geneva

        Switzerland

        Fax:
        +41 22 737 0099

        Attention:
        André Dubois

         

        Zohar
        Gilon

        Okeanos
        Hotel

        50
        Ramat Yam St.,

        Herzliya
        Pituach

        46851
        Israel

        Tel:
        +972-9-9543555

         

        Michal
        Edelstyn

        30
        Bathgate Road,

        Wimbledon,

        London,

        SW19
        5PJ





 


Schedule
3 to IRA





     


     


    



SCHEDULE
4


 


THE
PREFERRED C HOLDERS


 


Name
and Address:


 





	VIOLA
        VENTURES, III L.P.

        Delta
        House

        16
        Abba Eben Avenue

        Herzeliya
        46725

        Israel

        Attn:
        Michal Cohen

        Tel:
        +972-9-9720400

        Fax:
        +972-9-9720401

        Email:Michalc@Violaventures.com

         

        Leon
        Recanati

        27
        Yoav St.,

        690811,
        Israel

        Fax:
        +972-9-9701866

        RH
        Internet II LLC

        c/o
        Tigris Group Inc.

        535
        Madison Avenue, 12th Floor

        New
        York, New York 10022

        USA

        Email:
        ashapiro@tigris.com

        Attn:
        Andrew M. Shapiro, General Counsel

         

        With
        a copy to:

         

        Rhodium
        Ltd

        91
        Medinat Hayehudim St.

        Herzeliya
        Pituach 46140

        Email:
        yaron@rhodium.co.il

        Attn:
Yaron Kniajer, Managing Director & CFO

         

        LIGHTSPEED
VENTURE PARTNERS VII, L.P.

        2200
        Sand Hill Road, Suite 100

        Menlo
        Park, CA 94025

        USA
	 	





 


	GEMINI
        ISRAEL IV (ANNEX FUND) L.P.

        GEMINI
PARTNERS INVESTORS IV (ANNEX FUND) L.P.

        11
        Hamenofim Street

        Herzlia
        Pituach

        Israel

         

        PROVIDENT
        FUND OF THE

        EMPLOYEES
OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.

        High-Tech
        Village 2\2

        Givat
        Ram Jerusalem

         

        MTS
        Investments Inc.

        C\O
        Mutualart Inc.

        298
        Fifth Ave. NY, NY 10001

        USA

         

        Michel
        Crouhy

        41
        Flying Cloud Course

        Corle
        Madera, CA 94925

         

        Zohar
        Gilon

        Okeanos
        Hotel

        50
        Ramat Yam St.,

        Herzliya
        Pituach

        46851
        Israel

        Tel:
        +972-9-9543555

         

        Yaron
        Galai

        200
        Rector Pl.

        NY,
        NY 10280

         

        Michal
        Edelstyn

        30
        Bathgate Road,

        Wimbledon,

        London,

        SW19
        5PJ





 


Schedule
4 to IRA






     


     


    



SCHEDULE
5


 


THE
PREFERRED B HOLDERS


 


Name
and Address:


 





	VIOLA
        VENTURES, III L.P.

        Delta
        House

        16
        Abba Eben Avenue

        Herzeliya
        46725

        Israel

        Attn:
        Michal Cohen

        Tel:
        +972-9-9720400

        Fax:
        +972-9-9720401

        Email:Michalc@Violaventures.com

         

        Leon
        Recanati

        27
        Yoav St.,

        690811,
        Israel

        Fax:
        +972-9-9701866

         

        LIGHTSPEED
VENTURE PARTNERS VII, L.P.

        2200
        Sand Hill Road, Suite 100

        Menlo
        Park, CA 94025

        USA

         

        GEMINI
        ISRAEL IV L.P.

        GEMINI
        PARTNERS INVESTORS IV L.P.

        11
        Hamenofim Street

        Herzlia
        Pituach

        Israel
	 	





 


	RH
        Internet II LLC

        c/o
        Tigris Group Inc.

        535
        Madison Avenue, 12th Floor

        New
        York, New York 10022

        USA

        Email:
        ashapiro@tigris.com

        Attn:
        Andrew M. Shapiro, General Counsel

         

        With
        a copy to:

         

        Rhodium
        Ltd

        91
        Medinat Hayehudim St.

        Herzeliya
        Pituach 46140

        Email:
        yaron@rhodium.co.il

        Attn:
Yaron Kniajer, Managing Director & CFO

         

        Zohar
        Gilon

        Okeanos
        Hotel

        50
        Ramat Yam St.,

        Herzliya
        Pituach

        46851
        Israel

        Tel:
        +972-9-9543555

         

        Michel
        Crouhy

        41
        Flying Cloud Course

        Corle
        Madera, CA 94925

         

        Yaron
        Galai

        200
        Rector Pl.

        NY,
        NY 10280





 


Schedule
5 to IRA




     


     


    



SCHEDULE
6


 


THE
PREFERRED A HOLDERS


 


Preferred
A


 


Name
and Address


 


GEMINI
ISRAEL IV L.P. 


GEMINI
PARTNERS INVESTORS IV L.P.


11
Hamenofim Street


Herzlia
Pituach





Israel


 


LIGHTSPEED
VENTURE PARTNERS VII, L.P.





2200
Sand Hill Road, Suite 100


Menlo
Park, CA 94025





USA


 


Leon
Recanati





27
Yoav St.,


690811,
Israel





Fax:
+972-9-9701866


 


PROVIDENT
FUND OF THE EMPLOYEES OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.





High-Tech
Village 2\2


Givat
Ram Jerusalem


FAX:
+972-2-6586779


 


Michel
Crouhy





41
Flying Cloud Course





Corle
Madera, CA 94925


 


Schedule
6 to IRA




     


     


    



SCHEDULE
7


 


THE
COMMON STOCKHOLDERS


 


9-9701866


 


Sigma
Investments (1992) Ltd.





Aba
Hilel 14A, Ramat – Gan


 


MTS
Investments Inc.





C\O
Mutualart Inc.


298
Fifth Ave. NY, NY 10001





USA


 


Schedule
7 to IRA




     


     


    



SCHEDULE
8


 


ADDITIONAL
COMMON STOCKHOLDERS


 


Name and Address


 





	
        Dan Galai

        20a Harav Berlin St. Jerusalem,
        Israel

         

        Ziv Kop

        85 Medinat Hayehudim, Hertzlia

         

        Ilan Lior

        11 Menachem Begin St., Ramat
        Gan 52681,

        

        Israel

         

        Hanan Salinger

        11 Menachem Begin St., Ramat
        Gan 52681,

        

        Israel

         

        Loeb & Loeb

        345 Park Av, NY, NY 10154-1895

         

        Mickey Kertesz

        Verburg 6, Tel Aviv, 64289

         

        Rani Nelkin

        53 Standish St., Cambridge
        MA 02138 USA

         

        Eytan Galai

        20 Burla St., Jerusalem,
        Israel

         

        Uri Galai

        2 Oush St., Jerusalem, Israel

         

        Noam Galai

        142 E 33rd St.
        APT 2C. NY, NY 10016

         

        Isaschar Kurt

        8 Mania Shochat St., Holon,
        Israrel

         

        Doron Levin

        4 Hanegba St., Zichron Yaacov,
        Israel

         

        Efrat Perez

        Tachkemoni 6\2 Pardes Hana
        63714
	 	
        





 


	Amir Lahav

        Moshav Moledet D.N. Gilboa,
        Israel

         

        Dalit Lahav

        Kibutz Nachsholim D.N. Hof
        Viola 30815

         

        Ester Shabtai

        Tsuntz 20, Tel Aviv

         

        Rotem Doron





 


Schedule
8 to IRA




     


     


    



SCHEDULE
9


 


THE
INVESTORS


 


Leon
Recanati


 


Lightspeed
Venture Partners VII, L.P.


 


Gemini
Israel IV L.P.


 


Gemini
Partners Investors IV L.P.


 


Gemini
Israel IV (Annex Fund) L.P.


 


Gemini
Partners Investors IV (Annex Fund) L.P.


 


Provident
Fund of the Employees of the Hebrew University of Jerusalem Ltd.


 


Michel
Crouhy


 


Sigma
Investments (1992) Ltd.


 


MTS
Investments Inc.


 


Viola
Ventures, III L.P.


 


RH
Internet II LLC


 


Zohar
Gilon


 


Yaron
Galai


 


Michal
Edelstyn


 


Index
Ventures Growth II (Jersey), L.P.


 


Index
Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P.


 


Yucca
(Jersey) SLP


 


Vintage
Investment Partners V (Israel), L.P.


 


Vintage
Investment Partners V (Cayman), L.P.


 


HarbourVest
Partners, L.P.


 


Susquehanna
Growth Equity Fund IV, LLLP


 


Gruner
+ Jahr GmbH


 


Schedule
9 to IRA




     


     


    

Schedule
10


 


G+J


 


Name
and address:


 


Gruner
+ Jahr GmbH





Am
Baumwall 11


20459
Hamburg





Germany


 


With
a copy to:


 


Bertelsmann
SE & Co. KGaA





Attn.:
Dr. Michael Kronenburg


Carl-Bertelsmann-Str.
270


33311
Gütersloh, Germany


Fax:
+49 5241 80642820


Email:
michael.kronenburg@bertelsmann.de




     


     


    



EXHIBIT
1.1.3


 


Key
Metrics


 


Metric
Reports Required by Partnership and Definition of Defined Terms


 





	Metric	 	 	Definition
	Employees
    at end of quarter

(eoq)	 	•	Full
    time employee (FTE) equivalent
	 	•	How
    many people are working in the business, both permanent and temporary (including part time)
	Net
    Revenues	 	•	Income
    that the business generates
	Operating
    Costs	 	•	Net
    Revenues - EBITDA
	EBITDA	 	•	Earnings
    before interests, tax, depreciation, amortization
	Operating
cash Burn / generation during the quarter
	 	•	Cash
    at hand current period – Cash at hand previous period +/- non operational cash outflow or inflow (financing, investing)
	Cash
    at hand - eoq	 	•	Net
    cash position:
	 	 	 	Cash
    at bank
	 	 	 	Plus
    short term assets (under 6 months)
	 	 	 	Less
    short term debt (under 6 months)


 


	Schedule
    to be filled by the company	 
	 	QX
	FTE	 
	Net
    Revenues	 
	Operating
    Costs	 
	EBITDA	 
	Operating
    cash burn/generation	 
	Cash
    at hand	 


 


Schedule
9 to IRA