STOCKHOLDERS AGREEMENT

among

LAUNDRYSHARE, INC.

and

the Stockholders named herein

dated as of

May 1, 2023

TABLE OF CONTENTS

 

ARTICLE 1 DEFINITIONS……………………………………………………………………………………………… 1

      Section 1.01… Definitions…………………………………………………………………………………………… 1

ARTICLE 2 MANAGEMENT…………………………………………………………………………………………. 9

      Section 2.01… General Principles………………………………………………………………………………… 9

      Section 2.02… Size and Composition of the Board; Appointment of Directors………………….. 9

      Section 2.03… Removal; Resignation; Vacancies…………………………………………………………. 10

      Section 2.04… Compensation; No Employment…………………………………………………………… 10

      Section 2.05… Termination……………………………………………………………………………………….. 11

ARTICLE 3 TRANSFER……………………………………………………………………………………………….. 11

      Section 3.01… General Restrictions on Transfer…………………………………………………………… 11

      Section 3.02… Permitted Transfers…………………………………………………………………………….. 12

      Section 3.03… Right of First Refusal………………………………………………………………………….. 13

      Section 3.04… Tag-along Right………………………………………………………………………………….. 18

      Section 3.05… Drag-along Rights………………………………………………………………………………. 22

ARTICLE 4 COVENANTS……………………………………………………………………………………………. 24

      Section 4.01… Other Business Activities…………………………………………………………………….. 24

      Section 4.02… Financial Statements……………………………………………………………………………. 25

      Section 4.03… Termination……………………………………………………………………………………….. 26

ARTICLE 5 MISCELLANEOUS……………………………………………………………………………………. 26

      Section 5.01… Confidential Information……………………………………………………………………… 26

      Section 5.02… Conduct.  …………………………………………………………………………………………… 27

      Section 5.03… Expenses……………………………………………………………………………………………. 27

      Section 5.04… Further Assurances……………………………………………………………………………… 27

      Section 5.05… Notices………………………………………………………………………………………………. 27

      Section 5.06… Headings……………………………………………………………………………………………. 27

      Section 5.07… Severability………………………………………………………………………………………… 27

      Section 5.08… Entire Agreement………………………………………………………………………………… 27

      Section 5.09… Successors and Assigns……………………………………………………………………….. 28

      Section 5.10… No Third-party Beneficiaries………………………………………………………………… 28

      Section 5.11… Amendment……………………………………………………………………………………….. 28

      Section 5.12… Waiver………………………………………………………………………………………………. 28

      Section 5.13… Governing Law…………………………………………………………………………………… 28

      Section 5.14… Submission to Jurisdiction……………………………………………………………………. 28

      Section 5.15… Waiver of Jury Trial……………………………………………………………………………. 29

      Section 5.16… Equitable Remedies…………………………………………………………………………….. 29

      Section 5.17… Attorneys’ Fees…………………………………………………………………………………… 29

      Section 5.18… Remedies Cumulative………………………………………………………………………….. 29

      Section 5.19… Counterparts………………………………………………………………………………………. 29

      Section 5.20… Spousal Consent…………………………………………………………………………………. 29

      Section 5.21… Loans.  ……………………………………………………………………………………………… 30

      Section 5.22… Guarantees.  ………………………………………………………………………………………. 30

      Section 5.23… Outside Termination Date.  …………………………………………………………………. 30

ARTICLE 1 

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this “Agreement”), dated as of May 1, 2023, (the “Effective Date”), is entered into among Laundryshare, Inc., a Delaware corporation (the “Company”), and each Person identified on Schedule A hereto and executing a signature page hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”), and each other Person who after the date hereof acquires securities of the Company and agrees to become a party to, and bound by, this Agreement as a “Stockholder” by executing a Joinder Agreement (a “New Stockholder”). The securityholders listed on Schedule A, any New Stockholders, and their respective Permitted Transferees are each referred to herein as a “Stockholder” and, collectively, the “Stockholders”.

 

RECITALS

WHEREAS, the Founding Shareholder formed the Company for the purposes of conducting and operating the Business;

WHEREAS, the Company has authorized 100,000 shares of Common Stock and 100,000 shares of Preferred Stock;

WHEREAS, the Investing Shareholders are the holders of shares of the Company’s Series A Preferred Stock which are convertible into Common Shares of the Company;

WHEREAS, the Company has issued and outstanding Warrants which are exercisable for Common Shares of the Company (the “Warrants”);

WHEREAS, the Company has issued and outstanding the number of shares of its shares of Common Stock, and Warrants set forth on Schedule A; and

WHEREAS, the Company and the Stockholders desire to enter into this Agreement to set forth their understanding and agreement as to the shares of Capital Stock held by the Stockholders, including the voting, tender and transfer of such Shares under the circumstances set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE 1
DEFINITIONS

Section 1.01 Definitions. When used in this Agreement with initial capital letters, the following terms have the meanings specified or referred to in this Section 1.01:

Accredited Investor” means a Person that is an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act.

Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person, including any partner, member, stockholder or other equity holder of such Person or manager, director, officer or employee of such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

Agreement” has the meaning set forth in the Preamble.

Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

Bad Actor” means any Person that is or may reasonably be expected to be a Person within the meaning of Rule 506(d) of Regulation D under the Securities Act.

Board” has the meaning set forth in Section 2.01.

Business Day” means any day other than a Saturday, a Sunday or a day which is a holiday for the Federal Reserve System or a day on which either the Federal Reserve Bank of New York or Federal Reserve Bank of Atlanta is closed.

Bylaws” means the Bylaws of the Company, as amended, modified, supplemented, or restated from time to time in accordance with the terms of this Agreement.

Capital Stock” means the Common Stock and any other class or series of capital stock or other equity securities of the Company, whether authorized as of or after the date hereof.

Certificate of Incorporation” means the Certificate of Incorporation of the Company, as filed on April 26, 2023, with the Secretary of State of the State of Delaware and as amended, modified, supplemented or restated from time to time.

Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries to a Third Party Purchaser; (b) a sale resulting in no less than a majority of the Common Stock (or other Voting Stock of the Company) on a Fully Diluted Basis being held by a Third Party Purchaser; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a Third Party Purchaser that results in the inability of the Stockholders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

Common Stock” means the Common Stock, $0.00001 par value per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.

Company” has the meaning set forth in the Preamble.

Company Opportunity” has the meaning set forth in Section 4.01.

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Company Subsidiary” means a Subsidiary of the Company.

Competitive Activity” means any business activity which is the same as or any substantially similar to the material business activities engaged in by the Company both as of the Effective Date and as of any date of determination in which (i) a Stockholder (other than the Founding Stockholder and its Affiliates) directly or indirectly owns, manages, operates, or Controls the Person engaged in such activity, (ii) a Stockholder or any Affiliate or Family Member of a Stockholder (other than the Founding Stockholder and its Affiliates)is employed by any Person (other than the Company or LS Technologies, Inc. or their respective Subsidiaries, in a sales, executive or managerial capacity (whether as an employee or independent contractor), with respect to a Competitive Activity or (iii) a Stockholder or any Affiliate or Family Member of a Stockholder (other than the Founding Stockholder and its Affiliates) materially participates in the ownership, management, operation or control of, any Competitor or is a Competitor, provided, however, nothing herein contained shall restrict a Stockholder from making any investments in not more than four and nine-tenths percent (4.9%) of the securities in any Person whose stock is listed on a national securities exchange or actively traded in the over-the-counter market, so long as such investment does not give the Stockholder the right to control or influence the policy decisions of any such Person such that the Stockholder is thereby engaged in Competitive Activity; and further provided, that nothing herein contained shall restrict a Stockholder or any Affiliate or Family Member of a Stockholder from engaging in any activity on behalf of or being employed by a Subject Entity.

Competitor” means any Person, other than the Company, that is engaged, directly or indirectly, in Competitive Activity in the United States.

Confidential Information” has the meaning set forth in Section 5.01.

Death” or “Dies” means: (i) the date of actual death as evidenced by a death certificate certified by an applicable Governmental Authority, (ii) the date on which a medical doctor licensed to practice medicine certifies or testifies to the cessation of brainwave activity of the applicable Person or (iii) in the case of a presumed decedent, the earlier of: (A) the date found by the final decree of a court of competent jurisdiction to be the date of the applicable Person’s presumed death or (B) the date which is thirty (30) days after such date as the Company acting in good faith is unable to communicate with a Person or the Spouse of a Person due to the unexplained absence of such Person or (C) the date of an event or occurrence from which the likely death of a Person or the Spouse of a Person can reasonably be inferred.

Delaware Act” means the Delaware General Corporation Law, and any successor statute, as it may be amended from time to time.

Director” means a member of the Board of Directors of the Company.

Disability” or “Disabled” means the inability of a Person who is a Service Provider, due to such Person’s physical or mental illness or incapacity, to perform the usual and customary duties of such Person to the Company or a Company Subsidiary in any capacity for a period of at least ninety (90) consecutive days or ninety (90) days during any six-month period, as determined by the Board upon the written opinion of a licensed physician. The terms “Disability” and “Disabled” do not apply to Persons who are not actively providing services to the Company. If the Company or a Company Subsidiary secures a disability policy, including without limitation, an “own” occupation disability policy to provide payments to a

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Person, whether in his capacity as a Service Provider or otherwise, then the definitions of “Disability” and “Disabled” in such policy shall control.

Drag-along Notice” has the meaning set forth in Section 3.05(c). Drag-along Sale” has the meaning set forth in Section 3.05(a). Drag-along Stockholder” has the meaning set forth in Section 3.05(a). Dragging Stockholder” has the meaning set forth in Section 3.05(a).

Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process; including documents in Adobe PDF format and DocuSign.

Family Member means, with respect to any natural Person, such Person’s (whether by blood or adoption of a minor) relatives to not more than the fifth degree of consanguinity, including such Person’s siblings, parents, grandparents, children, grandchildren, and such Person’s Spouse, and such Spouse’s relatives to not more than the third degree of consanguinity.

Fiscal Year” means the calendar year, unless the Company is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

Founding Stockholder” means Reloaded Store Holdings, LLC and its Permitted Transferees.

Fully Diluted Basis” means, as of any date of determination: (a) with respect to all Capital Stock, all issued and outstanding Capital Stock of the Company and all Capital Stock issuable upon the exercise or conversion of any outstanding Stock Equivalents as of such date, whether or not such Stock Equivalent is at the time exercisable or convertible; or (b) with respect to any specified type, class or series of Capital Stock, all issued and outstanding shares of Capital Stock designated as such type, class or series and all such designated shares of Capital Stock issuable upon the conversion or exercise of any outstanding Stock Equivalents as of such date, whether or not such Stock Equivalent is at the time exercisable or convertible; and further provided that in the case of any Stock Equivalent having the right to exercise or convert on a net or “cashless” basis that it shall be assumed for the purpose of this calculation that the holders of such securities will exercise such right.

GAAP” means United States generally accepted accounting principles in effect from time to time.

Government Approval” means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or license of, from, or with any Governmental Authority, the giving of notice to, or registration with, any Governmental Authority, or any other action in respect of any Governmental Authority.

Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any

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self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction with jurisdiction over the Company and the Stockholders.

“Governing Documents” means the Certificate of Incorporation and the Bylaws.

Joinder Agreement” means a customary form of joinder agreement to this Agreement and acceptable to the Company.

Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, negative covenant or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

Major Holder” means each Stockholder as of the date of this Agreement holding, as of any date of determination, Shares representing at least twenty-five percent (25.0%) of the Voting Stock (subject to proportionate adjustment for future stock splits, dividends or combinations authorized in accordance with this Agreement and any Certificate of Designation) of the Company.

Majority Interest” means the Stockholders holding not less than a majority of the then total outstanding Shares of Voting Stock.

“Marital Relationship” shall mean, as to any natural Person, a civil union, domestic partnership, marriage, or any other similar relationship that is legally recognized in any jurisdiction in which such Person resides or is domiciled.

New Stockholder” has the meaning set forth in the Preamble. “Offered Stock” has the meaning set forth in Section 3.03(a). Offering Stockholder” has the meaning set forth in Section 3.03(a). Other Business” has the meaning set forth in Section 4.01.

Permitted Liens” means those Liens set forth on Schedule B as such Schedule may be amended from time to time by the holders of a Majority Interest.

Permitted Transfer” means a Transfer of Capital Stock or Stock Equivalents carried out pursuant to Section 3.02.

Permitted Transferee” means a recipient of a Permitted Transfer.

Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

Prospective Transferee” has the meaning set forth in Section 3.03(a).

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Public Offering” means any underwritten public offering pursuant to a registration statement filed in accordance with the Securities Act.

Qualified Public Offering” means the sale, in a firm commitment underwritten public offering led by a nationally recognized underwriting firm pursuant to an effective registration statement under the Securities Act, of Common Stock of the Company (a) at a public offering price per share of at least five (5) times the Liquidation Value (subject to proportionate adjustment for future stock splits, dividends or combinations) of the Common Shares and (b) having an aggregate offering value (net of underwriters’ discounts and selling commissions) of at least Fifty Million Dollars ($50,000,000).

ROFR Availability Notice” has the meaning set forth in Section 3.03(c).

ROFR Company Exercise Notice” has the meaning set forth in Section 3.03(d)(ii). ROFR Company Option Period” has the meaning set forth in Section 3.03(d)(ii). ROFR Exercising Holder” has the meaning set forth in Section 3.03(d)(iii).

ROFR Holder” means each Stockholder holding twenty-five percent (25%) or more of the issued and outstanding Shares on a Fully Diluted Basis; provided, however, if a ROFR Holder is an Offering Holder with respect to any transaction pursuant to Section 3.03, the term ROFR Holder as used therein shall not include such Offering Holder for the purpose of exercising the rights granted pursuant to such section.

ROFR Holder Exercise Notice” has the meaning set forth in Section 3.03(d)(iii). ROFR Holder Option Period” has the meaning set forth in Section 3.03(d)(iii). ROFR Overallotment Notice” has the meaning set forth in Section 3.03(d)(iv). ROFR Overallotment Period” has the meaning set forth in Section 3.03(d)(iv).

ROFR Pro Rata Portion” means, for any ROFR Holder and for any particular class or series of Offered Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by such ROFR Holder immediately prior to such time by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by all of the ROFR Holders immediately prior to such time.

Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

Selling Stockholder” has the meaning set forth in Section 3.04(a).

Series A Preferred Stock” means the Series A Convertible Redeemable Preferred Stock of the Company.

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Service Provider” means any Person who is employed by the Company or any Company Subsidiary or whose principal business activity is the provision of services to the Company or any Company Subsidiary with respect to the business of the Company or any Company Subsidiary or any Director or Officer of the Company or any Company Subsidiary.

Shares” means shares of (a) Common Stock; and (b) any other class or series of Capital Stock, including the Series A Preferred Stock, in each case together with any Stock Equivalents thereon, purchased, owned or otherwise acquired by a Stockholder as of or after the date hereof, and any securities issued in respect of any of the foregoing, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.

Spousal Consent” has the meaning set forth in Section 5.20.

Spouse” shall mean, as to any natural Person, a spouse, a party to a civil union, a domestic partner, a same-sex spouse or partner, or any individual in a Marital Relationship with such Person.

Stock Equivalents” means any option, warrant, convertible security, stock appreciation right of similar right or instrument that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for Shares and shall include, without limitation, (i) subscription rights or other contractual rights to acquire from the Company any equity securities of the Company or its Subsidiaries; (ii) securities evidencing the rights of holders of securities of the Company to receive securities pro rata as a result of a merger, exchange offer or consolidation involving the Company, and (iii) securities which may be redeemed or exercised for cash based upon the value of any equity security of the Company or any Company Subsidiary or with respect to which the holder or the Company or any Company Subsidiary may elect to issue equity securities in lieu of paying cash, including, without limitation, any convertible debt or other debt with any equity participation, any securities convertible into or exercisable or exchangeable for any equity securities, or any other equity security (disregarding any restrictions or limitations on the exercise of such rights).

Stockholder” has the meaning set forth in the Preamble.

Subject Entity” means the Company and LS Technologies, Inc. and their respective Subsidiaries.

Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

Tag-along Exercise Notice” has the meaning set forth in Section 3.04(c)(i). Tag-along Exercise Period” has the meaning set forth in Section 3.04(c)(i). Tag-along Opportunity Notice” has the meaning set forth in Section 3.04(c).

Tag-along Pro Rata Portion” means, for any Selling Stockholder or Tag-along Stockholder and for any particular class or series of Tag-along Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by such Stockholder immediately prior to such time

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by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by the Selling Stockholder and all of the Tag-along Stockholders timely electing to participate in the applicable Tag-along Sale pursuant to Section 3.04(c)(i) immediately prior to such time.

Tag-along Sale” has the meaning set forth in Section 3.04(a). Tag-along Stock” has the meaning set forth in Section 3.04(a). Tag-along Stockholder” has the meaning set forth in Section 3.04(a).

Third Party Purchaser” means any Person who, immediately prior to the contemplated transaction: (a) does not directly or indirectly own or have the right to acquire any outstanding Capital Stock (or applicable Stock Equivalents); or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Capital Stock (or applicable Stock Equivalents).

Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any shares of Capital Stock or Stock Equivalents owned by a Person or any interest (including a beneficial interest) in any Capital Stock or Stock Equivalents owned by a Person. “Transfer”, when used as a noun, shall have a correlative meaning.

Transfer Offer” has the meaning set forth in Section 3.03(a).

Transferee” means a recipient of, or proposed recipient of, a Transfer, including a Permitted Transferee or a Prospective Transferee.

Voting Stock” means, with respect to any Person, Capital Stock or other securities issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

Section 1.02 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or

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causing any instrument to be drafted. The Exhibits and Schedules referred to herein shall be construed
with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

ARTICLE 2
MANAGEMENT

Section 2.01 General Principles.

The Company shall be managed by its board of directors (the “Board”) and such officers as may be appointed from time to time by the Board, pursuant to the terms and conditions of this Agreement, Applicable Law and the Certificate of Incorporation and Bylaws of the Company. The Stockholders hereby undertake to exercise their voting rights in the relevant stockholders’ meeting favorably to the appointment, election and replacement of directors and alternate directors, as necessary, in accordance with this Article 2.

Section 2.02 Size and Composition of the Board; Appointment of Directors.

(a) At the Effective Date, the Board of the Company shall be comprised of one (1) After the Effective Date, the Board of the Company shall be comprised of the same or such larger or smaller number of directors as the Board or the Stockholders may from time to time agree in accordance with Applicable Law, the Certificate of Incorporation and By-laws of the Company, and this Agreement.

(b)If the Company has a Board of at least three (3) directors then (i) until the fifth (5th) anniversary of the date hereof, each Major Holder, so long as it owns at least 25% of the issued and outstanding Common Stock of the Company, shall be entitled to nominate one (1) director for each 25.0% of the issued and outstanding Common Stock and (ii) one (1) additional director for each additional 10% of the issued and outstanding Common Stock held by such Major Holder; provided that, with respect to each of clauses (i) and (ii), in the event that (x) a Major Holder ceases to own at least 10.0% of the issued and outstanding Common Stock, such Major Holder shall not be entitled to nominate any director.

Section 2.03 Removal; Resignation; Vacancies.

(a) A director may be removed at any time as a director of the Board (with or without cause) upon, and only upon, the written request of the Designating Person who designated such director pursuant to Section 2.02(a). Each other Stockholder shall vote all Voting Stock owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all necessary or desirable actions within its control, to remove or replace from the Board such director upon, and only upon, such written request. Except as provided in the preceding sentence, unless the respective Designating Person shall otherwise consent in writing, which consent shall not be unreasonably refused, conditioned or delayed, no other Stockholder shall take any action to cause the removal of or non-election of, a director except a majority of disinterested directors or the holders of a Majority Interest may remove any director for “cause” as defined under the Delaware Act or Applicable Law.

(b) A director may resign at any time from the Board by delivering his written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is

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specified to be effective at some other time or upon the occurrence of some other event. The Board’s acceptance of a resignation shall not be necessary to make it effective.

(c) Vacancies. In the event that a vacancy is created on the Board at any time due to the Death, Disability, retirement, resignation or removal of a director, then the Designating Person shall have the right to designate an individual to fill such vacancy and the Company and each Stockholder (whether in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise) hereby agree to take such actions as may be necessary or desirable within his, her or its control (including, in the case of a Stockholder, by voting all Voting Stock owned by such Stockholder or over which such Stockholder has voting control) to ensure the election or appointment of such designee to fill such vacancy on the Board. In the event that the Designating Person shall fail to designate in writing a representative to fill a vacant director position on the Board, and such failure shall continue for more than thirty (30) days after notice from the Company to the Designating Person with respect to such failure, then the vacant position shall be filled by an individual designated by the directors then in office; provided that such individual shall be removed from such position if the Designating Person so directs and simultaneously designates a new director.

Section 2.04 Compensation; No Employment.

(a)  Compensation of Directors. The Company and each Stockholder acknowledges and agrees that:

(i) Each director shall be reimbursed by the Company for his or her reasonable travel and out-of-pocket expenses incurred in the performance of his or her duties as a director, including attendance in person at meetings of the Board or the board of any Company Subsidiary (or any committees thereof), pursuant to such policies as from time to time established by the Board. No director shall receive compensation for his or her service as a director to the Company or any Company Subsidiary; unless such compensation is approved by the Board pursuant to Section 3.05 of the Bylaws.

(ii) Nothing contained in this Section 2.04 shall be construed to preclude any director from serving the Company or any Company Subsidiary in any other capacity and receiving reasonable compensation for such services.

(b) No Right of Employment Conferred. This Agreement does not, and is not intended to, confer upon any director any rights with respect to continued employment by the Company, and nothing herein should be construed to have created any employment agreement with any director.

Section 2.05 Termination. This Article 2, and the covenants contained herein, shall terminate on the date provided herein or, if earlier, on the consummation of a Qualified Public Offering.

ARTICLE 3 TRANSFER

Section 3.01 General Restrictions on Transfer.

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(a) General. Each Stockholder acknowledges and agrees that such Stockholder (or any Permitted Transferee of such Stockholder) shall not Transfer any Capital Stock or Stock Equivalents except:

(i) pursuant to a Public Offering;

(ii) as permitted pursuant to Section 3.02; or

(iii)in strict accordance with the restrictions, conditions and procedures described in the other provisions of this Section 3.01 and Section 3.03, Section 3.04 and Section 3.05, as applicable.

(b) Other Transfer Restrictions; Legal Opinions. Notwithstanding any other provision of this Agreement, each Stockholder agrees that it will not, directly or indirectly, Transfer any of its Shares: (i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act and applicable securities laws of any other applicable jurisdiction; (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company; (iv) if the proposed transferee or any Affiliate or Family Member of such proposed transferee is a Bad Actor; or (v) unless waived by the Board of Directors, the proposed transferee would not be an Accredited Investor. In any event, the Board may refuse the Transfer to any Person if such Transfer would have or could be reasonably expected to have a material adverse effect on the Company, including as a result of any regulatory or other restrictions imposed by any Governmental Authority.

(c)  Joinder Agreement. Except with respect to any Transfer pursuant to a Public Offering, a Drag-along Sale or a sale of all of the issued and outstanding Capital Stock, no Transfer of Capital Stock or Stock Equivalents pursuant to any provision of this Agreement shall be deemed completed until the Transferee shall have entered into a Joinder Agreement.

(d) Transfers in Violation of this Agreement. Any Transfer or attempted Transfer of any Capital Stock or Stock Equivalents in violation of this Agreement, including any failure of a Transferee, as applicable, to enter into a Joinder Agreement pursuant to Section 3.01(c) above, shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the Stockholder proposing to make any such Transfer shall continue be treated) as the owner of such Capital Stock or Stock Equivalents for all purposes of this Agreement.

Section 3.02 Permitted Transfers. Subject to Section 3.01, including the requirement to enter into a Joinder Agreement pursuant to Section 3.01(c), the provisions of Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Stockholder of any of its Capital Stock or Stock Equivalents:

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(a) With respect to a Transfer of Common Stock by a Stockholder who holds one percent (1%) or less of the fully diluted shares of Common Stock;

(b) With respect to a Stockholder that is not a natural Person, to:

(i) any Affiliate of such Stockholder that is not engaged in any Competitive Activity or to any Family Member or Family Members of such Affiliate who are not engaged in any Competitive Activity;

(ii) a corporation, partnership or limited liability company, the stockholders, partners or members of which are only such Stockholder and/or Family Members of an Affiliate of such Stockholder, in each case who are not engaged in any Competitive Activity;

(c) With respect to any Stockholder who is a natural Person, to:

(i) such Stockholder’s Family Members who are not engaged in any Competitive Activity;

(ii) a trust under which the distribution of Capital Stock may be made only to such Stockholder and/or any Family Member of such Stockholder;

(iii) a charitable remainder trust, the income from which will be paid only to such Stockholder during his life;

(iv) a corporation, partnership or limited liability company, the stockholders, partners or members of which are only such Stockholder and/or Family Members of such Stockholder; or

(v) for bona fide estate planning purposes, either by will or by the laws of intestate succession, to such Stockholder’s executors, administrators, testamentary trustees, legatees or beneficiaries.

(d) Notwithstanding anything in Section 3.02(b) to the contrary, unless approved by the Board and the holders of a Majority Interest, no Stockholder shall Transfer any Shares to a Competitor of the Company.

Section 3.03 Right of First Refusal.

(a) Offered Stock. At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 3.01, Section 3.02, this Section 3.03  and Section 3.04, the Company, first, and each ROFR Holder, second, shall have a right of first refusal if any Stockholder (the “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”) that the Offering Stockholder desires to accept (a “Transfer Offer”) to Transfer all or any portion of such Stockholder’s Shares (or applicable Stock Equivalents) it owns (the “Offered Stock”). Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to the Company, first, and each ROFR Holder, second, all in accordance with the following provisions of this Section 3.03,

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prior to Transferring such Offered Stock to the Prospective Transferee. For any particular Transfer Offer, this right of first refusal and the terms and conditions set forth in this Section 3.03 shall be applied treating the Common Stock and the Series A Preferred Stock Offered Stock, as applicable as a single class (including for purposes of calculating the respective ROFR Pro Rata Portions in Section 3.03(d)).

(b) Offered Stock Transfer Exceptions. Notwithstanding anything herein to the contrary, the right of first refusal in Section 3.03(a) shall not apply to any Transfer Offer or Transfer of Shares (or applicable Stock Equivalents) that are:

(i) permitted by and made in accordance with Section 3.02;

(ii) proposed to be made by a Dragging Stockholder or required to be made by a Drag-along Stockholder pursuant to Section 3.05;

(iii) are made by a Tag-along Stockholder upon the exercise of its tag-along right pursuant to Section 3.04 after the Company and the ROFR Holders have declined to exercise their rights in full under this Section 3.03; or

(iv) made pursuant to a Public Offering.

(c) Offer Notice.

(i) The Offering Stockholder shall, within five (5) days of receipt of the Transfer Offer, give written notice (a ROFR Availability Notice“) to the Company and each ROFR Holder stating that it has received a Transfer Offer for the Offered Stock and specifying:

(A) the class(es) or series and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder;

(B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the ROFR Notice;

(C) the purchase price per share for each applicable class or series of Offered Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer Offer; and

(D) the name of the Prospective Transferee who has offered to purchase such Offered Stock.

For the avoidance of doubt, in the event of a Transfer Offer involving more than one class or series of Offered Stock, the Offering Stockholder may deliver a single ROFR Availability Notice to the Company and each ROFR Holder.

(ii) The ROFR Availability Notice shall constitute the Offering Stockholder’s offer to Transfer all of the Offered Stock to the Company and the ROFR Holders in accordance with the provisions of this Section 3.03, which offer shall be irrevocable until the end of the ROFR Holder Option Period described in Section 3.03(d)(iii).

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(iii) By delivering the ROFR Availability Notice, the Offering Stockholder represents and warrants to the Company and each ROFR Holder that:

(A) the Offering Stockholder has full right, title and interest in and to the Offered Stock described in the ROFR Notice;

(B) the Offering Stockholder has all the necessary power and authority and has taken all necessary action to Transfer the Offered Stock described in the ROFR Availability Notice as contemplated by this Section 3.03; and

(C) the Offered Stock described in the ROFR Availability Notice is free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement or Permitted Liens.

(d) Participation on Sale of Shares. At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 3.01 and this Section 3.03, if any Stockholder (the “Selling Stockholder”) proposes to Transfer any of its Shares (including, for emphasis, any Stock Equivalents) (collectively, the “Tag-along Stock”) to any Person, each other Stockholder holding shares of Common Stock (each, a “Tag-along Stockholder”) shall be permitted to participate in such sale including a sale that is pursuant to a Transfer Offer that is also first subject to this Section 3.03 (individually and collectively, a “Tag-along Sale”) on the terms and conditions set forth in this Section 3.03(d). This participation right and the terms and conditions set forth in this Section 3.04 shall be applied treating the Common Stock, the Series A Preferred Stock, and Warrants, as applicable, as a single class; provided, however, that it shall be a condition to any Tag-Along Sale in which the holders of (i) any Series A Stock wish to participate that the holders of such Series A Preferred Stock convert the applicable Series A Stock to be sold pursuant to the Tag-along Sale to Common Stock in order to participate in such Tag-along Sale and (ii) any Warrants wish to participate that the holders of such Warrants exercise the applicable Warrants to be sold pursuant to the Tag-along Sale to Common Stock in order to participate in such Tag-along Sale that the consideration shall be allocated as provided in Section 3.04(f)(i).

(e) Exercise of Right of First Refusal; Over-Allotment Option.

(i) Upon receipt of the ROFR Availability Notice, the Company and each ROFR Holder shall have the right to purchase the Offered Stock on the terms and purchase price(s) set forth in the ROFR Availability Notice in the following order of priority: first, the Company shall have the right to purchase all or any portion of each class or series of Offered Stock in accordance with the procedures set forth in Section 3.03(d)(ii), and thereafter, the ROFR Holders shall have the right to purchase all (but not less than all) of their respective ROFR Pro Rata Portions of each class or series of the remaining Offered Stock, in accordance with the procedures set forth in Section 3.03(d)(iii), to the extent the Company does not exercise its right in full.

(ii) The initial right of the Company to purchase any Offered Stock shall be exercisable with the delivery of a written notice (the “ROFR Company Exercise Notice”) by the Company to the Offering Stockholder and the ROFR Holders within twenty (20) days of receipt of the ROFR Availability Notice (the “ROFR Company Option Period”),

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stating the applicable number(s) (including where such number is zero) and type(s) of Offered Stock the Company elects to purchase on the terms and purchase price(s) set forth in the ROFR Notice. The ROFR Company Exercise Notice shall be binding upon delivery and irrevocable by the Company.

(iii) If the Company does not elect to purchase all of the Offered Stock, the ROFR Holders shall have the right to purchase the remaining Offered Stock not elected to be purchased by the Company. For a period of ten (10) days following the receipt of a ROFR Company Exercise Notice in which the Company has elected to purchase less than all the Offered Stock (such period, the “ROFR Holder Option Period”), each ROFR Holder shall have the right to elect to purchase all (but not less than all) of its ROFR Pro Rata Portion of each class or series of remaining Offered Stock by delivering a written notice to the Company and the Offering Stockholder (a “ ROFR Holder Exercise Notice”) specifying its desire to purchase its ROFR Pro Rata Portion of each class or series of remaining Offered Stock, on the terms and applicable purchase price(s) set forth in the ROFR Availability Notice. The ROFR Holder Exercise Notice shall be binding upon delivery and irrevocable by each ROFR Holder electing pursuant to this Section 3.03(d)(iii) to purchase its entire ROFR Pro Rata Portion of each class or series of remaining Offered Stock (each, an “ROFR Exercising Holder”).

(iv)If the ROFR Exercising Holders pursuant to Section 3.03(d)(iii) do not, in the aggregate, elect to purchase all of the remaining Offered Stock not purchased by the Company, each ROFR Exercising Holder shall have the right to purchase all or any portion of any class or series of remaining Offered Stock not elected to be purchased by the Company and the other ROFR Holders. As promptly as practicable following the ROFR Holder Exercise Period, the Offering Stockholder shall deliver a written notice to each ROFR Exercising Holders (an “ROFR Overallotment Notice”) stating the number(s) and type(s) of remaining Offered Stock available for purchase following the ROFR Holder Option Period. For a period of ten (10) days following the receipt of an ROFR Overallotment Notice (such period, the “ROFR Overallotment Period”), each ROFR Exercising Holder shall have the right to elect to purchase all or any portion of each class or series of remaining Offered Stock by delivering a written notice to the Company and the Offering Stockholder (an “ROFR Overallotment Exercise Notice”) specifying the number(s) and type(s) of additional remaining Offered Stock it desires to purchase on the terms and applicable purchase price(s) set forth in the ROFR Availability Notice. The ROFR Overallotment Exercise Notice shall be binding upon delivery and irrevocable by the ROFR Exercising Holder.

(v) The failure of the Company or any ROFR Holder to deliver a ROFR Company Exercise Notice or a ROFR Holder Exercise Notice, respectively, by the end of the Company Option Period or the ROFR Holder Option Period, respectively, shall constitute a waiver of the applicable rights of first refusal under this Section 3.03 with respect to the Transfer of the Offered Stock, but shall not affect their respective rights with respect to any future Transfers.

(f)  Allocation of Offered Stock. Upon the expiration of the ROFR Company Option Period or, if applicable, the expiration of the ROFR Holder Option Period, each class or series of remaining

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Offered Stock not selected for purchase in its entirety by the Company or ROFR Holders pursuant to Section 3.03(d)(ii) shall be allocated for purchase among the ROFR Exercising Holders, as follows:

(i) First, to each ROFR Exercising Holder having elected pursuant to Section
03(d)(iii) to purchase its entire ROFR Pro Rata Portion of each class or series of remaining Offered Stock, such ROFR Holder’s ROFR Pro Rata Portion of each class or series of such remaining Offered Stock; and

(ii)Second, the balance, if any, not allocated under clause (i) above (and, for clarity, not purchased by the Company pursuant to Section 3.03(d)(ii)), shall be allocated to those ROFR Exercising Holders electing pursuant to Section 3.03(d)(iv) to purchase a number of remaining Offered Stock exceeding their respective ROFR Pro Rata Portions, in an amount, with respect to each such ROFR Exercising Holder, that is equal to the lesser of:

(A) the number of such class or series of remaining Offered Stock that such ROFR Exercising Holder elected to purchase in excess of its applicable ROFR Pro Rata Portion; and

(B) the product of (1) the number of each class or series of remaining
Offered Stock not allocated under Section 3.03(e)(i) (and not purchased by the Company pursuant to Section 3.03(d)(ii)), multiplied by (2) a fraction, the numerator of which is the number of such class or series of remaining Offered Stock that such ROFR Exercising Holder was permitted to purchase pursuant to Section 03(e)(i), and the denominator of which is the aggregate number of such class or series of remaining Offered Stock that all ROFR Exercising Holders were permitted to purchase pursuant to Section 3.03(e)(i);

provided, that if following the allocation under this Section 3.03(e)(ii) there are any remaining unallocated shares of and class or series of remaining Offered Stock, those shares shall be allocated to those ROFR Exercising Holders who have not yet been allocated their full share election of such class or series made pursuant to Section 3.03(d)(iv) pro rata based on the number of remaining shares of such class or series elected to be purchased by those ROFR Exercising Holders until either no Offered Stock of such class or series remain or until such time as all ROFR Exercising Holders have been permitted to purchase all Offered Stock of such class or series that they elected to purchase.

(g) Consummation of Sale to the Company and/or ROFR Holders. In the event that the Company and/or the ROFR Exercising Holders shall have, in the aggregate, exercised their respective rights to purchase all of the applicable Offered Stock, then the Offering Stockholder shall sell such Offered Stock to the Company and/or the ROFR Exercising Holders, and the Company and/or the ROFR Exercising Holders, as the case may be, shall purchase such Offered Stock, within sixty (60) days following the expiration of the ROFR Company Option Period or, if applicable, the ROFR Exercising Holder Option Period or the ROFR Overallotment Period (any of which periods may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). Each Offering Stockholder shall take all actions

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as may be reasonably necessary to consummate the sale contemplated by this Section 3.03(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 3.03(f), the Offering Stockholder shall deliver to the Company and/or the ROFR Exercising Holders certificates (if any) representing the Offered Stock to be sold, free and clear of any Liens (other than those contained in this Agreement and, with the consent of the purchasers, Permitted Liens), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFR Exercising Holders by certified or official bank check or by wire transfer of immediately available funds.

(h) Sale to Proposed Purchaser. In the event that the Company and/or the ROFR Exercising Holders shall not have collectively elected to purchase all of the Offered Stock, then, provided the Offering Stockholder has also complied with the provisions of Section 3.04 and Section 3.01, to the extent applicable, the Offering Stockholder may Transfer all of such Offered Stock, at a price per share for each applicable class or series of Offered Stock not less than that specified in the ROFR Availability Notice and on other terms and conditions which are not materially more favorable in the aggregate to the Prospective Transferee than those specified in the ROFR Availability Notice, but only to the extent that such Transfer occurs within ninety (90) days after expiration of the ROFR Company Option Period or, if applicable, the ROFR Exercising Holder Option Period or the ROFR Overallotment Period. Any Offered Stock not Transferred within such 90-day period will be subject to the provisions of this Section 3.03 upon any proposed subsequent Transfer.

(i) Termination. This Section 3.03, and the covenants contained herein, shall terminate on the consummation of a Qualified Public Offering.

Section 3.04 Tag-along Right.

(a) Tag-along Sale Exceptions. Notwithstanding anything herein to the contrary, the provisions of this Section 3.04 shall not apply to any Transfer of Tag-along Stock that is:

(i) permitted by and made in accordance with Section 3.02;

(ii) made to either the Company or any ROFR Holder pursuant to the exercise of the rights set forth in Section 3.03;

(iii) proposed to be made by a Dragging Stockholder or required to be made by a Drag-along Stockholder pursuant to Section 3.05;

(iv) made pursuant to a Public Offering; or

(v) made to the Founding Stockholder.

(b) Tag-along Opportunity Notice. The Selling Stockholder shall deliver to the Company and each other Tag-along Stockholder a written notice (a Tag-along Opportunity Notice“) of the proposed Tag-along Sale within (i) in the case of any Tag-along Sale pursuant to a Transfer Offer that is subject to  Section 3.03, five (5) days following the expiration of the latest of the ROFR Company Option Period or, if applicable, the ROFR Exercising Holder Option Period, or the ROFR Overallotment Period, in the event that the Company and/or the ROFR

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Holders shall have not, in the aggregate, exercised their respective rights to purchase the Offered Stock pursuant to Section 3.03, or (ii) sixty (60) days prior to the consummation of any Tag-along Sale which was not subject to Section 3.03.

The Tag-along Opportunity Notice shall make reference to the Tag-along Stockholders’ rights hereunder and shall describe in reasonable detail:

(i) The class(es) or series and applicable aggregate number of Tag-along Stock the Selling Stockholder proposes to Transfer;

(ii) The identity of the prospective Transferee(s);

(iii) The proposed date, time and location of the closing of the Tag-along Sale, which shall not be less than 60 (sixty) days from the date of the Tag-along Opportunity Notice;

(iv) The purchase price per share for each applicable class or series of Tag-along Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; and

(v) A copy of any form of agreement proposed to be executed in connection

For the avoidance of doubt, in the event of a Tag-along Sale involving more than one class or series of Tag-along Stock, the Selling Stockholder may deliver a single Tag-along Opportunity Notice to the Company and each Tag-along Stockholder.

(c) Exercise of Tag-along Right.

(i) Each Tag-along Stockholder may exercise its right to participate in the Tag­along Sale on the terms described in the Tag-along Opportunity Notice by delivering to the Selling Stockholder a written notice (a Tag-along Exercise Notice“) stating its election to do so for any or each class or series of Tag-along Stock included in the Tag-along Opportunity Notice no later than ten (10) days after receipt of the Tag-along Opportunity Notice (the Tag-along Exercise Period“). The election of each Tag-along Stockholder set forth in a Tag-along Exercise Notice shall be irrevocable, and, to the extent the offer in the Tag-along Opportunity Notice is accepted, such Tag-along Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 3.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 3.04(c)(i) to participate in the Tag-along Sale, the number of each applicable class or series of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 04(c)(ii).

(ii)The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 3.04(c)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares of each class or series of Tag-along Stock set out in the applicable Tag-along Opportunity Notice, treated as a single class for

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purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Stock, as the case may be, set out in the applicable Tag-along Opportunity Notice and (B) such Stockholder’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Shares calculated pursuant to this Section 3.04(c)(ii) for any particular class or series of Tag-along Stock, in which case the Selling Stockholder and each Tag-along Stockholder timely electing to sell its full Tag-along Pro Rata Portion of each applicable class or series of Tag-along Stock in the Tag-along Sale pursuant to this Section 3.04(c)(ii) (a “Participating Tag-along Shareholder”) shall have the right to sell the applicable shares of Tag-along Stock not elected to be sold by a Tag­along Stockholder (“Non-Participating Shares”) or if Participating Tag-along Shareholders collectively wish to sell more than the number of Non-Participating Shares, such Participating Shareholder’s pro rata portion of the Non-Participating Shares determined in the same manner as provided above.

(d) Waiver. Each Tag-along Stockholder who does not deliver a Tag-along Exercise Notice in compliance with Section 3.04(c)(i) shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in the Tag-along Sale with respect to the Shares, and the Selling Stockholder shall (subject to the rights of any other participating Tag-along Stockholder) thereafter be free, except as otherwise provided by this Agreement, to sell to the prospective Transferee the Tag-along Stock identified in the Tag-along Opportunity Notice at a per share price for each class or series of such Tag-along Stock that is no greater than the applicable per share price set forth in the Tag-along Opportunity Notice and on other terms and conditions which are not in the aggregate materially more favorable to the Selling Stockholder and the Participating Tag-along Shareholders than those set forth in the Tag-along Opportunity Notice, without any further obligation to the non-accepting Tag-along Stockholders.

(e) Conditions of Sale.

(i) Each Stockholder participating in the Tag-along Sale shall receive the same consideration per class or series of Tag-along Stock, after deduction of such Stockholder’s proportionate share of the related expenses in accordance with Section 3.04(h) In addition, no Transfer of any Tag-along Stock by the Selling Stockholder in the Tag-along Sale shall occur unless the prospective Transferee simultaneously purchases the Shares (or applicable Stock Equivalents) elected to be sold by the Tag-along Stockholders pursuant to Section 3.04(c)(i) and if any such Transfer is in violation of this Section 3.04, it shall be null and void in accordance with the provisions of Section 3.01(c) hereof.

(ii)Each Tag-along Stockholder shall execute the applicable purchase agreement, if any, and shall make or provide the same representations, warranties, covenants and indemnities as the Selling Stockholder makes or provides in connection with the Tag-along Sale; provided, that each Tag-along Stockholder shall only be obligated to make representations and warranties that relate specifically to a Stockholder (as opposed to the Company and its business) with respect to the Tag-along Stockholder’s title to and ownership of the applicable Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against the Tag-along Stockholder, and other similar representations and warranties made by the Selling Stockholder, and shall not be

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obligated to make any of the foregoing representations and warranties with respect to any other Stockholder or their Shares; provided, further, that all indemnities and other obligations shall be made by the Selling Stockholder and each Tag-along Stockholder severally and not jointly and severally (A) with respect to breaches of representations, warranties and covenants made by the Selling Stockholder and the Tag-along Stockholders relating to the Company and its business, if any, pro rata based on the aggregate consideration received by the Selling Stockholder and each Tag-along Stockholder in the Tag-along Sale, and (B) in an amount not to exceed for the Selling Stockholder or any Tag­along Stockholder, the aggregate consideration respectively received by the Selling Stockholder and each such Tag-along Stockholder in connection with the Tag-along Sale, as applicable, plus the amount of any consideration forfeited by the Selling Stockholder or such Tag-along Stockholder, as applicable, to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement).

(iii) Each holder of then currently exercisable Stock Equivalents with respect to a class or series of Tag-along Stock proposed to be Transferred in a Tag-along Sale shall be given an opportunity to convert such Stock Equivalents in accordance with their terms into the applicable class or series of Tag-along Stock prior to the consummation of the Tag­along Sale and participate in such sale as holders of such class or series of Tag-along Stock.

(f) Cooperation. Subject to Section 3.04(e)(ii), each Tag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments (including stock certificates evidencing the applicable Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank), in each case, consistent with the agreements being entered into and the certificates and instruments being delivered by the Selling Stockholder; provided, however, that the Company shall not be required to issue certificated shares of any security in connection with any transaction pursuant to this Section 3.04 if such securities are generally maintained in uncertificated form.

(g) Expenses. The fees and expenses of the Selling Stockholder incurred in connection with a Tag-along Sale and for the benefit of all Tag-along Stockholders (it being understood that costs incurred by or on behalf of a Selling Stockholder for its sole benefit will not be considered to be for the benefit of all Tag-along Stockholders), to the extent not paid or reimbursed by the Company or the prospective Transferee, shall be shared by the Selling Stockholder and all the participating Tag-along Stockholders on a pro rata basis, based on the aggregate consideration received by each such Stockholder; provided, that no Tag-along Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Tag-along Sale.

(h) Consummation of Sale. Subject to the requirements and conditions of this Section 3.04 and the other applicable provisions of this Agreement, including Section 3.01 hereof, the Selling Stockholder shall have sixty (60) days following the expiration of the Tag-along Exercise Period in which to consummate the Tag-along Sale, on terms which are not in the aggregate materially more favorable to the Selling Stockholder and the participating Tag-along Stockholders than those set forth in the Tag-along Opportunity Notice (which 60-day period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental

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Authority). If at the end of such period the Selling Stockholder and the participating Tag-along Stockholders have not completed the Tag-along Sale, the Selling Stockholder and the participating Tag­along Stockholders may not then effect a Transfer that is subject to this Section 3.04 without again fully complying with the provisions of this Section 3.04. At the closing of the Tag-along Sale, each of the Tag­along Stockholders timely electing to participate in the Tag-along Sale pursuant to Section 3.04(c)(i) shall enter into the agreements and deliver the certificates, if any, instruments, and payments, in each case, required by Section 3.04(f) and Section 3.04(g) directly to the Tag-along Stockholder against payment of the portion of the aggregate consideration to which each such Tag-along Stockholder is entitled in the Tag-along Sale in accordance with the provisions of this Section 3.04.

(i) Termination. This Section 3.04, and the covenants contained herein, shall terminate on the consummation of a Qualified Public Offering.

Section 3.05 Drag-along Rights.

(a) Participation. At any time prior to the consummation of a Qualified Public Offering, if one or more Stockholders (together with their respective Permitted Transferees) holding no less than a majority of all the issued and outstanding Shares on a Fully Diluted Basis (such Stockholder(s), the “Dragging Stockholder”), proposes to consummate, in one transaction or a series of related transactions, a Change of Control (a “Drag-along Sale”), the Dragging Stockholder shall have the right, after delivering the Drag-along Notice in accordance with Section 3.05(c) and subject to compliance with Section 3.05(d), to require that each other Stockholder (each, a “Drag-along Stockholder”) participate in such Drag-along Sale (including, if necessary, by converting or exercising their Stock Equivalents into the shares of Capital Stock to be sold in the Drag-along Sale) on substantially the same terms and conditions as the Dragging Stockholder as set forth in the applicable Drag-along Notice and in the manner set forth in Section 3.05(b).

(b) Sale of Stock; Sale of Assets. Subject to compliance with Section 3.05(d):

(i) If the Drag-along Sale is structured as a Change of Control involving the sale of stock, then each Drag-along Stockholder shall sell, with respect to each class or series of Shares proposed by the Dragging Stockholder to be included in the Drag-along Sale, the number of Shares and/or Stock Equivalents, as applicable, of such class or series equal to the product obtained by multiplying (A) the number of Shares and/or Stock Equivalents of the applicable class or series of Shares on a Fully Diluted Basis held by such Drag-along Stockholder by (B) a fraction (1) the numerator of which is equal to the number of Shares and/or Stock Equivalents of the applicable class or series of Shares on a Fully Diluted Basis that the Dragging Stockholder proposes to sell in the Drag-along Sale and (2) the denominator of which is equal to the number of Shares and/or Stock Equivalents of the applicable class or series of Shares on a Fully Diluted Basis held by the Dragging Stockholder at such time; and

(ii) If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Stockholders, then notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall (A) vote (in person, by

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proxy or by written consent, as requested) all of its Voting Stock in favor of the Drag-along Sale (and any related actions necessary to consummate such sale) and otherwise consent to and raise no objection to such Drag-along Sale and such related actions and (B) refrain from taking any actions to exercise, and shall take all actions to waive, any dissenters’, appraisal or other similar rights that it may have in connection with such transaction.

(c) Drag-along Notice. The Dragging Stockholder shall exercise its rights pursuant to this Section 3.05 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Stockholder no more than ten (10) days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-along Sale and, in any event, no later than twenty (20) days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholders’ rights and obligations hereunder and shall describe in reasonable detail:

(i) The name(s) of the Third Party Purchaser;

(ii) The proposed date, time and location of the closing of the Drag-along Sale;

(iii) The proposed amount of consideration in the Drag-along Sale, including, if applicable, the purchase price per share of each applicable class or series of Capital Stock (or applicable Stock Equivalents) to be sold and the other material terms and conditions of the Drag-along Sale; and

(iv) A copy of any form of agreement proposed to be executed in connection

(d) Conditions of Sale. The obligations of the Drag-along Stockholders in respect of a Drag-along Sale under this Section 3.05 are subject to the satisfaction of the following conditions:

(i) The consideration to be received by each Drag-along Stockholder shall be the same form and amount of consideration to be received by the Dragging Stockholder per share of Capital Stock of each applicable class or series and the terms and conditions of such sale shall, except as otherwise provided in Section 3.05(d)(iii), be the same as those upon which the Dragging Stockholder sells its Capital Stock; provided, that this Section 05(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock;

(ii)If the Dragging Stockholder or any Drag-along Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along Stockholders; provided, that this Section 3.05(d)(ii) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as

22

defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock;

(iii) Each Drag-along Stockholder shall execute the applicable purchase agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third-Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows, and other obligations as the Dragging Stockholder makes or provides in connection with the Drag-along Sale; and

(iv) if the Dragging Stockholder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation, recapitalization or other reorganization), each Drag-along Stockholder who is not an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) shall, at the request of the Company, appoint a “purchaser representative” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) designated by the Company, the fees and expenses of which shall be borne by the Dragging

(e) Cooperation. Each Drag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder.

(f) Fees and Expenses. The fees and expenses of the Dragging Stockholder (either directly or indirectly by the Company and any Company Subsidiary) incurred in connection with a Drag-along Sale and for the benefit of all Drag-along Stockholders, to the extent not paid or reimbursed by the Company, any Company Subsidiary or the Third Party Purchaser, shall be shared by the Dragging Stockholder and all the Drag-along Stockholders on a pro rata basis, based on the aggregate consideration received by each such Stockholder in the Drag-along Sale.

(g) Termination. This Section 3.05, and the covenants contained herein, shall terminate on the consummation of a Qualified Public Offering.

ARTICLE 4
COVENANTS

Section 4.01 Other Business Activities. The parties hereto, including the Company, expressly acknowledge and agree that, subject to Section 3.02(d) and Article 5: (i) the Stockholders and their

23

Affiliates are permitted to have, and may presently or in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Company Subsidiary that are engaged in the business of the Company or any Company Subsidiary, or that are or may be competitive with the Company or any Company Subsidiary (any such other investment or relationship, an “Other Business”); (ii) none of the Stockholders or their Affiliates will be prohibited by virtue of their investment in the Company from pursuing and engaging in any Other Business; (iii) none of the Stockholders or their Affiliates will be obligated to inform the Company or any other Stockholder of any opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company Opportunity to the Company or any Company Subsidiary, and the Company for itself and each current or future Company Subsidiary hereby renounces any interest in any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (iv) nothing contained herein shall limit, prohibit or restrict any natural Person nominated pursuant to Section 2.02 from serving on the board of directors or other governing body or committee of any Other Business; and (v) no Stockholder will acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the Stockholders or their Affiliates. Subject to Section 3.02(d) and Article 5, the parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company, any Company Subsidiary or any Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company, any Company, any Company Subsidiary or any Stockholder.

Section 4.02 Financial Statements. The Company shall furnish to each Major Holder of the Company the following reports:

(a) Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, unaudited consolidated balance sheets of the Company and any Company Subsidiaries as at the end of each such Fiscal Year and unaudited consolidated statements of income, cash flows and stockholders’ equity for such Fiscal Year and certified by the principal financial or accounting officer of the Company. Should the Board elect to cause such financial statements to be audited by an accounting firm, the aforementioned financial statements shall instead be delivered in audited form within one hundred fifty (150) days after the end of such Fiscal Year, accompanied by the certification of such accounting firm certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the end of each quarterly accounting period in each Fiscal Year (other than the last fiscal quarter of the Fiscal Year), unaudited consolidated balance sheets of the Company and Company Subsidiaries as at the end of each such fiscal quarter and unaudited consolidated statements of income, cash flows and stockholders’ equity for such fiscal quarter and for the current Fiscal Year to date, in each case setting forth in comparative form the figures for the corresponding periods of the previous Fiscal Year and for the Budget for such Fiscal Year, all in reasonable detail and all prepared in accordance with GAAP, consistently applied (subject to normal year-end audit adjustments and the absence of notes thereto), and certified by the principal financial or accounting officer of the Company.

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(c) Budget. Not later than sixty (60) days following the commencement of each Fiscal Year, a business plan and annual operating budgets for the Company and Company Subsidiaries for the upcoming Fiscal Year, including capital and operating expense budgets, cash flow projections, and profit and loss projections, all itemized in reasonable detail and which has been submitted to and approved by the Board (the “Budget”), and as promptly as practicable upon preparation thereof (but in any event, no later than ten (10) days thereafter, any other significant budgets prepared during the Fiscal Year by the Company and any revisions of the Budget or such other budgets.

Section 4.03 Termination. The covenants contained in this Article 4 shall terminate on the consummation of a Qualified Public Offering.

ARTICLE 5
MISCELLANEOUS

Section 5.01 Confidential Information.

(a) Each Stockholder covenants for so long as it is a stockholder and for two (2) years after it ceases to be a stockholder that it will not, and will not permit its equity holders, directors, officers, managers, employees or agents or any of its Affiliates, including any of such Affiliates’ equity holders, directors, managers, officers, employees or agents, to, divulge, furnish or make accessible to any other Person, other than its equity holders, directors, managers, officers, employees or agents of such Stockholder, any information of a proprietary or confidential nature regarding the business, operations, and affairs of the Company, including the terms of material contractual arrangements, financial performance, whether historical in nature, or relating to plans and prospects, projections and estimates, in each case as such Stockholder may have received in their position as a Stockholder (collectively, “Confidential Information”); provided, however, that Confidential Information shall not include any such information that becomes public knowledge other than by any action of an applicable Stockholder or former Stockholder in violation of this Agreement. Notwithstanding the forgoing, such Stockholder shall be permitted to disclose such information (i) in the performance of such Stockholder’s obligations under this Agreement, (ii) as required by Applicable Law, (iii) as requested by any applicable Governmental Authority or advisable to be made to any applicable Governmental Authority, provided that in connection with any disclosure under this clause (iii) a Stockholder shall, unless prohibited by Applicable Law, provide the Company with advance notice of such proposed disclosure to the maximum extent permitted by Applicable Law in order that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 5.01. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, each Stockholder agrees to furnish only that portion of the Confidential Information which it is advised by written opinion of its counsel is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information, (iv) to such Stockholder’s Affiliates, or (v) with the prior written consent of the Board, which consent may be withheld in its sole discretion.

(b) Each Stockholder recognizes that in the event that this Agreement is breached by any Stockholder or any of its equity holders, directors, managers, officers, employees or agents or any of its Affiliates, including any of such Affiliates’ equity holders, directors, managers, officers, employees or agents, irreparable injury may result to the non-breaching Stockholders and the Company. Accordingly, in addition to any and all other remedies at law or in equity to which the non-breaching Stockholders and

25

the Company may be entitled, such Stockholder and the Company also shall have the right to obtain equitable relief, including, without limitation, injunctive relief, to prevent any disclosure of Confidential Information, plus reasonable attorneys’ fees and other litigation expenses incurred in connection therewith.

Section 5.02 Conduct. During the term of this Agreement no Stockholder shall:

(a) Do any other act or deed with the intention of harming the business operations of the Company.

(b) Do any act that would make it impossible to carry on the intended purpose of this

Section 5.03 Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 5.04 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Stockholder hereby agrees, at the request of the Company or any other Stockholder, to execute and deliver such additional documents, instruments, conveyances, and assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section 5.05 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the fifth (5th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at their addresses set forth on Schedule A to this Agreement (or, if applicable, in a Joinder Agreement) (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.05.

Section 5.06 Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

Section 5.07 Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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Section 5.08 Entire Agreement. This Agreement, together with the Certificate of Incorporation, the Bylaws, any Certificate of Designation and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Section 5.09 Successors and Assigns. Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 5.10 No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors and assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 5.11 Amendment. No provision of this Agreement may be amended or modified except by an instrument in writing executed by the Company and Stockholders holding a Majority Interest. Any such written amendment or modification will be binding upon the Company and each Stockholder.

Section 5.12 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this Section 5.12 shall diminish any of the explicit and implicit waivers described in this Agreement.

Section 5.13 Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

Section 5.14 Submission to Jurisdiction. The parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in the US District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject-matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action, or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that

27

any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice or other document by registered mail to the last known address of a Stockholder as reflected on the books and records of the Company shall be effective service of process for any suit, action or other proceeding brought in any such court.

Section 5.15 Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 5.16 Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

Section 5.17 Attorneys’ Fees. In the event that any party hereto institutes any legal suit, action or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

Section 5.18 Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

Section 5.19 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a photographic or similar reproduction of such signed writing using any Electronic Transmission (including delivery of pdf or jpg or tiff files) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign. com) shall be treated in all manner and respects as an original signature, agreement and instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of e-mail or other Electronic Transmission to deliver a signature or agreement or the fact that any signature or agreement or instrument was transmitted or communicated through the use of e-mail or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

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Section 5.20 Spousal Consent. Each Stockholder who is a natural person and is in a Marital Relationship on the date of this Agreement or upon execution of Joinder Agreement by such natural person shall cause such Stockholder’s Spouse to execute and deliver to the Company a consent of Spouse in customary form prepared by the Company (a “Spousal Consent”), dated as of the date of this Agreement or such Joinder Agreement. If any Stockholder who is a natural Person should enter into a Marital Relationship following the date of this Agreement, such Stockholder shall cause his or her Spouse to execute and deliver to the Company a Spousal Consent within thirty (30) days thereof.

Section 5.21 Loans. In the event any loans to the Company or any Stockholder are outstanding at the time of a sale of the Shares pursuant to this Agreement and any of such Shares or any assets of the Company are pledged as collateral for such loans, the proceeds from the sale of the Shares shall first be applied to the payment of such loans, until the payment in full of the portion of such loan allocated to the Shareholder. The balance of the proceeds of the purchase price not made to the lender in payment of such loans shall be paid to the applicable Stockholder or in accordance with the terms hereof.

Section 5.22 Guarantees. In the event the purchase price from the sale of any Shares pursuant to this Agreement is used to repay all or a Stockholder’s applicable portion of any loan to the Company which was secured by selling Stockholder’s Shares or any assets of the Company, the Company shall use commercially reasonable efforts to have the selling Stockholder removed from any guarantees of any such indebtedness by such Stockholder.

Section 5.23 Outside Termination Date. Unless earlier terminated, this Agreement shall terminate on the 20th anniversary of the Effective Date.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Company: Laundryshare, Inc.

By:________________

Name: Title:

STOCKHOLDERS:

Reloaded Store Holdings, LLC 

By:________________

Act II Capital Holdings, LLC 

By:________________

SCHEDULE A

SECURITYHOLDERS

(as of May 1, 2023)

A1

SCHEDULE B

PERMITTED LIENS

None


 

 

STOCKHOLDERS AGREEMENT

 

 

among

LS TECHNOLOGIES, INC.

and

the Stockholders named herein

dated as of

May 1, 2023

 

 

TABLE OF CONTENTS

 

ARTICLE 1 DEFINITIONS……………………………………………………………………………………………… 1

      Section 1.01… Definitions…………………………………………………………………………………………… 1

ARTICLE 2 MANAGEMENT…………………………………………………………………………………………. 9

      Section 2.01… General Principles………………………………………………………………………………… 9

      Section 2.02… Size and Composition of the Board; Appointment of Directors………………….. 9

      Section 2.03… Removal; Resignation; Vacancies…………………………………………………………. 10

      Section 2.04… Compensation; No Employment…………………………………………………………… 10

      Section 2.05… Termination……………………………………………………………………………………….. 11

ARTICLE 3 TRANSFER……………………………………………………………………………………………….. 11

      Section 3.01… General Restrictions on Transfer…………………………………………………………… 11

      Section 3.02… Permitted Transfers…………………………………………………………………………….. 12

      Section 3.03… Right of First Refusal………………………………………………………………………….. 13

      Section 3.04… Tag-along Right………………………………………………………………………………….. 18

      Section 3.05… Drag-along Rights………………………………………………………………………………. 22

ARTICLE 4 COVENANTS……………………………………………………………………………………………. 24

      Section 4.01… Other Business Activities…………………………………………………………………….. 24

      Section 4.02… Financial Statements……………………………………………………………………………. 25

      Section 4.03… Termination……………………………………………………………………………………….. 26

ARTICLE 5 MISCELLANEOUS……………………………………………………………………………………. 26

      Section 5.01… Confidential Information……………………………………………………………………… 26

      Section 5.02… Conduct.  …………………………………………………………………………………………… 27

      Section 5.03… Expenses……………………………………………………………………………………………. 27

      Section 5.04… Further Assurances……………………………………………………………………………… 27

      Section 5.05… Notices………………………………………………………………………………………………. 27

      Section 5.06… Headings……………………………………………………………………………………………. 27

      Section 5.07… Severability………………………………………………………………………………………… 27

      Section 5.08… Entire Agreement………………………………………………………………………………… 27

      Section 5.09… Successors and Assigns……………………………………………………………………….. 28

      Section 5.10… No Third-party Beneficiaries………………………………………………………………… 28

      Section 5.11… Amendment……………………………………………………………………………………….. 28

      Section 5.12… Waiver………………………………………………………………………………………………. 28

      Section 5.13… Governing Law…………………………………………………………………………………… 28

      Section 5.14… Submission to Jurisdiction……………………………………………………………………. 28

      Section 5.15… Waiver of Jury Trial……………………………………………………………………………. 29

      Section 5.16… Equitable Remedies…………………………………………………………………………….. 29

      Section 5.17… Attorneys’ Fees…………………………………………………………………………………… 29

      Section 5.18… Remedies Cumulative………………………………………………………………………….. 29

      Section 5.19… Counterparts………………………………………………………………………………………. 29

      Section 5.20… Spousal Consent…………………………………………………………………………………. 29

      Section 5.21… Loans.  ……………………………………………………………………………………………… 30

      Section 5.22… Guarantees.  ………………………………………………………………………………………. 30

      Section 5.23… Outside Termination Date.  …………………………………………………………………. 30

ARTICLE 1 

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this “Agreement”), dated as of May 1, 2023, (the “Effective Date”), is entered into among LS Technologies, Inc., a Delaware corporation (the “Company”), and each Person identified on Schedule A hereto and executing a signature page hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”), and each other Person who after the date hereof acquires securities of the Company and agrees to become a party to, and bound by, this Agreement as a “Stockholder” by executing a Joinder Agreement (a “New Stockholder”). The securityholders listed on Schedule A, any New Stockholders, and their respective Permitted Transferees are each referred to herein as a “Stockholder” and, collectively, the “Stockholders”.

 

RECITALS

WHEREAS, the Founding Shareholder formed the Company for the purposes of conducting and operating the Business;

WHEREAS, the Company has authorized 100,000 shares of Common Stock and 100,000 shares of Preferred Stock;

WHEREAS, the Investing Shareholders are the holders of shares of the Company’s Series A Preferred Stock which are convertible into Common Shares of the Company;

WHEREAS, the Company has issued and outstanding Warrants which are exercisable for Common Shares of the Company (the “Warrants”);

WHEREAS, the Company has issued and outstanding the number of shares of its shares of Common Stock, and Warrants set forth on Schedule A; and

WHEREAS, the Company and the Stockholders desire to enter into this Agreement to set forth their understanding and agreement as to the shares of Capital Stock held by the Stockholders, including the voting, tender and transfer of such Shares under the circumstances set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE 1
DEFINITIONS

Section 1.02 Definitions. When used in this Agreement with initial capital letters, the following terms have the meanings specified or referred to in this Section 1.01:

Accredited Investor” means a Person that is an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act.

Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person, including any partner, member, stockholder or other equity holder of such Person or manager, director, officer or employee of such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

Agreement” has the meaning set forth in the Preamble.

Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

Bad Actor” means any Person that is or may reasonably be expected to be a Person within the meaning of Rule 506(d) of Regulation D under the Securities Act.

Board” has the meaning set forth in Section 2.01.

Business Day” means any day other than a Saturday, a Sunday or a day which is a holiday for the Federal Reserve System or a day on which either the Federal Reserve Bank of New York or Federal Reserve Bank of Atlanta is closed.

Bylaws” means the Bylaws of the Company, as amended, modified, supplemented, or restated from time to time in accordance with the terms of this Agreement.

Capital Stock” means the Common Stock and any other class or series of capital stock or other equity securities of the Company, whether authorized as of or after the date hereof.

Certificate of Incorporation” means the Certificate of Incorporation of the Company, as filed on April 26, 2023, with the Secretary of State of the State of Delaware and as amended, modified, supplemented or restated from time to time.

Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries to a Third Party Purchaser; (b) a sale resulting in no less than a majority of the Common Stock (or other Voting Stock of the Company) on a Fully Diluted Basis being held by a Third Party Purchaser; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a Third Party Purchaser that results in the inability of the Stockholders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

Common Stock” means the Common Stock, $0.00001 par value per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.

Company” has the meaning set forth in the Preamble.

Company Opportunity” has the meaning set forth in Section 4.01.

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Company Subsidiary” means a Subsidiary of the Company.

Competitive Activity” means any business activity which is the same as or any substantially similar to the material business activities engaged in by the Company both as of the Effective Date and as of any date of determination in which (i) a Stockholder (other than the Founding Stockholder and its Affiliates) directly or indirectly owns, manages, operates, or Controls the Person engaged in such activity, (ii) a Stockholder or any Affiliate or Family Member of a Stockholder (other than the Founding Stockholder and its Affiliates)is employed by any Person (other than the Company or Laundryshare, Inc. or their respective Subsidiaries, in a sales, executive or managerial capacity (whether as an employee or independent contractor), with respect to a Competitive Activity or (iii) a Stockholder or any Affiliate or Family Member of a Stockholder (other than the Founding Stockholder and its Affiliates) materially participates in the ownership, management, operation or control of, any Competitor or is a Competitor, provided, however, nothing herein contained shall restrict a Stockholder from making any investments in not more than four and nine-tenths percent (4.9%) of the securities in any Person whose stock is listed on a national securities exchange or actively traded in the over-the-counter market, so long as such investment does not give the Stockholder the right to control or influence the policy decisions of any such Person such that the Stockholder is thereby engaged in Competitive Activity; and further provided, that nothing herein contained shall restrict a Stockholder or any Affiliate or Family Member of a Stockholder from engaging in any activity on behalf of or being employed by a Subject Entity.

Competitor” means any Person, other than the Company, that is engaged, directly or indirectly, in Competitive Activity in the United States.

Confidential Information” has the meaning set forth in Section 5.01.

Death” or “Dies” means: (i) the date of actual death as evidenced by a death certificate certified by an applicable Governmental Authority, (ii) the date on which a medical doctor licensed to practice medicine certifies or testifies to the cessation of brainwave activity of the applicable Person or (iii) in the case of a presumed decedent, the earlier of: (A) the date found by the final decree of a court of competent jurisdiction to be the date of the applicable Person’s presumed death or (B) the date which is thirty (30) days after such date as the Company acting in good faith is unable to communicate with a Person or the Spouse of a Person due to the unexplained absence of such Person or (C) the date of an event or occurrence from which the likely death of a Person or the Spouse of a Person can reasonably be inferred.

Delaware Act” means the Delaware General Corporation Law, and any successor statute, as it may be amended from time to time.

Director” means a member of the Board of Directors of the Company.

Disability” or “Disabled” means the inability of a Person who is a Service Provider, due to such Person’s physical or mental illness or incapacity, to perform the usual and customary duties of such Person to the Company or a Company Subsidiary in any capacity for a period of at least ninety (90) consecutive days or ninety (90) days during any six-month period, as determined by the Board upon the written opinion of a licensed physician. The terms “Disability” and “Disabled” do not apply to Persons who are not actively providing services to the Company. If the Company or a Company Subsidiary secures a disability policy, including without limitation, an “own” occupation disability policy to provide payments to a

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Person, whether in his capacity as a Service Provider or otherwise, then the definitions of “Disability” and “Disabled” in such policy shall control.

Drag-along Notice” has the meaning set forth in Section 3.05(c). Drag-along Sale” has the meaning set forth in Section 3.05(a). Drag-along Stockholder” has the meaning set forth in Section 3.05(a). Dragging Stockholder” has the meaning set forth in Section 3.05(a).

Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process; including documents in Adobe PDF format and DocuSign.

Family Member means, with respect to any natural Person, such Person’s (whether by blood or adoption of a minor) relatives to not more than the fifth degree of consanguinity, including such Person’s siblings, parents, grandparents, children, grandchildren, and such Person’s Spouse, and such Spouse’s relatives to not more than the third degree of consanguinity.

Fiscal Year” means the calendar year, unless the Company is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

Founding Stockholder” means Reloaded Store Holdings, LLC and its Permitted Transferees.

Fully Diluted Basis” means, as of any date of determination: (a) with respect to all Capital Stock, all issued and outstanding Capital Stock of the Company and all Capital Stock issuable upon the exercise or conversion of any outstanding Stock Equivalents as of such date, whether or not such Stock Equivalent is at the time exercisable or convertible; or (b) with respect to any specified type, class or series of Capital Stock, all issued and outstanding shares of Capital Stock designated as such type, class or series and all such designated shares of Capital Stock issuable upon the conversion or exercise of any outstanding Stock Equivalents as of such date, whether or not such Stock Equivalent is at the time exercisable or convertible; and further provided that in the case of any Stock Equivalent having the right to exercise or convert on a net or “cashless” basis that it shall be assumed for the purpose of this calculation that the holders of such securities will exercise such right.

GAAP” means United States generally accepted accounting principles in effect from time to time.

Government Approval” means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or license of, from, or with any Governmental Authority, the giving of notice to, or registration with, any Governmental Authority, or any other action in respect of any Governmental Authority.

Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any

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self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction with jurisdiction over the Company and the Stockholders.

“Governing Documents” means the Certificate of Incorporation and the Bylaws.

Joinder Agreement” means a customary form of joinder agreement to this Agreement and acceptable to the Company.

Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, negative covenant or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

Major Holder” means each Stockholder as of the date of this Agreement holding, as of any date of determination, Shares representing at least twenty-five percent (25.0%) of the Voting Stock (subject to proportionate adjustment for future stock splits, dividends or combinations authorized in accordance with this Agreement and any Certificate of Designation) of the Company.

Majority Interest” means the Stockholders holding not less than a majority of the then total outstanding Shares of Voting Stock.

“Marital Relationship” shall mean, as to any natural Person, a civil union, domestic partnership, marriage, or any other similar relationship that is legally recognized in any jurisdiction in which such Person resides or is domiciled.

New Stockholder” has the meaning set forth in the Preamble. “Offered Stock” has the meaning set forth in Section 3.03(a). Offering Stockholder” has the meaning set forth in Section 3.03(a). Other Business” has the meaning set forth in Section 4.01.

Permitted Liens” means those Liens set forth on Schedule B as such Schedule may be amended from time to time by the holders of a Majority Interest.

Permitted Transfer” means a Transfer of Capital Stock or Stock Equivalents carried out pursuant to Section 3.02.

Permitted Transferee” means a recipient of a Permitted Transfer.

Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

Prospective Transferee” has the meaning set forth in Section 3.03(a).

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Public Offering” means any underwritten public offering pursuant to a registration statement filed in accordance with the Securities Act.

Qualified Public Offering” means the sale, in a firm commitment underwritten public offering led by a nationally recognized underwriting firm pursuant to an effective registration statement under the Securities Act, of Common Stock of the Company (a) at a public offering price per share of at least five (5) times the Liquidation Value (subject to proportionate adjustment for future stock splits, dividends or combinations) of the Common Shares and (b) having an aggregate offering value (net of underwriters’ discounts and selling commissions) of at least Fifty Million Dollars ($50,000,000).

ROFR Availability Notice” has the meaning set forth in Section 3.03(c).

ROFR Company Exercise Notice” has the meaning set forth in Section 3.03(d)(ii). ROFR Company Option Period” has the meaning set forth in Section 3.03(d)(ii). ROFR Exercising Holder” has the meaning set forth in Section 3.03(d)(iii).

ROFR Holder” means each Stockholder holding twenty-five percent (25%) or more of the issued and outstanding Shares on a Fully Diluted Basis; provided, however, if a ROFR Holder is an Offering Holder with respect to any transaction pursuant to Section 3.03, the term ROFR Holder as used therein shall not include such Offering Holder for the purpose of exercising the rights granted pursuant to such section.

ROFR Holder Exercise Notice” has the meaning set forth in Section 3.03(d)(iii). ROFR Holder Option Period” has the meaning set forth in Section 3.03(d)(iii). ROFR Overallotment Notice” has the meaning set forth in Section 3.03(d)(iv). ROFR Overallotment Period” has the meaning set forth in Section 3.03(d)(iv).

ROFR Pro Rata Portion” means, for any ROFR Holder and for any particular class or series of Offered Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by such ROFR Holder immediately prior to such time by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by all of the ROFR Holders immediately prior to such time.

Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

Selling Stockholder” has the meaning set forth in Section 3.04(a).

Series A Preferred Stock” means the Series A Convertible Redeemable Preferred Stock of the Company.

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Service Provider” means any Person who is employed by the Company or any Company Subsidiary or whose principal business activity is the provision of services to the Company or any Company Subsidiary with respect to the business of the Company or any Company Subsidiary or any Director or Officer of the Company or any Company Subsidiary.

Shares” means shares of (a) Common Stock; and (b) any other class or series of Capital Stock, including the Series A Preferred Stock, in each case together with any Stock Equivalents thereon, purchased, owned or otherwise acquired by a Stockholder as of or after the date hereof, and any securities issued in respect of any of the foregoing, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.

Spousal Consent” has the meaning set forth in Section 5.20.

Spouse” shall mean, as to any natural Person, a spouse, a party to a civil union, a domestic partner, a same-sex spouse or partner, or any individual in a Marital Relationship with such Person.

Stock Equivalents” means any option, warrant, convertible security, stock appreciation right of similar right or instrument that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for Shares and shall include, without limitation, (i) subscription rights or other contractual rights to acquire from the Company any equity securities of the Company or its Subsidiaries; (ii) securities evidencing the rights of holders of securities of the Company to receive securities pro rata as a result of a merger, exchange offer or consolidation involving the Company, and (iii) securities which may be redeemed or exercised for cash based upon the value of any equity security of the Company or any Company Subsidiary or with respect to which the holder or the Company or any Company Subsidiary may elect to issue equity securities in lieu of paying cash, including, without limitation, any convertible debt or other debt with any equity participation, any securities convertible into or exercisable or exchangeable for any equity securities, or any other equity security (disregarding any restrictions or limitations on the exercise of such rights).

Stockholder” has the meaning set forth in the Preamble.

Subject Entity” means the Company and Laundryshare, Inc. and their respective Subsidiaries.

Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

Tag-along Exercise Notice” has the meaning set forth in Section 3.04(c)(i). Tag-along Exercise Period” has the meaning set forth in Section 3.04(c)(i). Tag-along Opportunity Notice” has the meaning set forth in Section 3.04(c).

Tag-along Pro Rata Portion” means, for any Selling Stockholder or Tag-along Stockholder and for any particular class or series of Tag-along Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by such Stockholder immediately prior to such time

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by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by the Selling Stockholder and all of the Tag-along Stockholders timely electing to participate in the applicable Tag-along Sale pursuant to Section 3.04(c)(i) immediately prior to such time.

Tag-along Sale” has the meaning set forth in Section 3.04(a). Tag-along Stock” has the meaning set forth in Section 3.04(a). Tag-along Stockholder” has the meaning set forth in Section 3.04(a).

Third Party Purchaser” means any Person who, immediately prior to the contemplated transaction: (a) does not directly or indirectly own or have the right to acquire any outstanding Capital Stock (or applicable Stock Equivalents); or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Capital Stock (or applicable Stock Equivalents).

Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any shares of Capital Stock or Stock Equivalents owned by a Person or any interest (including a beneficial interest) in any Capital Stock or Stock Equivalents owned by a Person. “Transfer”, when used as a noun, shall have a correlative meaning.

Transfer Offer” has the meaning set forth in Section 3.03(a).

Transferee” means a recipient of, or proposed recipient of, a Transfer, including a Permitted Transferee or a Prospective Transferee.

Voting Stock” means, with respect to any Person, Capital Stock or other securities issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

Section 1.03 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or

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causing any instrument to be drafted. The Exhibits and Schedules referred to herein shall be construed
with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

ARTICLE 7
MANAGEMENT

Section 2.06 General Principles.

The Company shall be managed by its board of directors (the “Board”) and such officers as may be appointed from time to time by the Board, pursuant to the terms and conditions of this Agreement, Applicable Law and the Certificate of Incorporation and Bylaws of the Company. The Stockholders hereby undertake to exercise their voting rights in the relevant stockholders’ meeting favorably to the appointment, election and replacement of directors and alternate directors, as necessary, in accordance with this Article 2.

Section 2.07 Size and Composition of the Board; Appointment of Directors.

(a) At the Effective Date, the Board of the Company shall be comprised of one (1) After the Effective Date, the Board of the Company shall be comprised of the same or such larger or smaller number of directors as the Board or the Stockholders may from time to time agree in accordance with Applicable Law, the Certificate of Incorporation and By-laws of the Company, and this Agreement.

(b)If the Company has a Board of at least three (3) directors then (i) until the fifth (5th) anniversary of the date hereof, each Major Holder, so long as it owns at least 25% of the issued and outstanding Common Stock of the Company, shall be entitled to nominate one (1) director for each 25.0% of the issued and outstanding Common Stock and (ii) one (1) additional director for each additional 10% of the issued and outstanding Common Stock held by such Major Holder; provided that, with respect to each of clauses (i) and (ii), in the event that (x) a Major Holder ceases to own at least 10.0% of the issued and outstanding Common Stock, such Major Holder shall not be entitled to nominate any director.

Section 2.08 Removal; Resignation; Vacancies.

(c) Removal. A director may be removed at any time as a director of the Board (with or without cause) upon, and only upon, the written request of the Designating Person who designated such director pursuant to Section 2.02(a). Each other Stockholder shall vote all Voting Stock owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all necessary or desirable actions within its control, to remove or replace from the Board such director upon, and only upon, such written request. Except as provided in the preceding sentence, unless the respective Designating Person shall otherwise consent in writing, which consent shall not be unreasonably refused, conditioned or delayed, no other Stockholder shall take any action to cause the removal of or non-election of, a director except a majority of disinterested directors or the holders of a Majority Interest may remove any director for “cause” as defined under the Delaware Act or Applicable Law.

(d) Resignation. A director may resign at any time from the Board by delivering his written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is

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specified to be effective at some other time or upon the occurrence of some other event. The Board’s acceptance of a resignation shall not be necessary to make it effective.

(e) Vacancies. In the event that a vacancy is created on the Board at any time due to the Death, Disability, retirement, resignation or removal of a director, then the Designating Person shall have the right to designate an individual to fill such vacancy and the Company and each Stockholder (whether in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise) hereby agree to take such actions as may be necessary or desirable within his, her or its control (including, in the case of a Stockholder, by voting all Voting Stock owned by such Stockholder or over which such Stockholder has voting control) to ensure the election or appointment of such designee to fill such vacancy on the Board. In the event that the Designating Person shall fail to designate in writing a representative to fill a vacant director position on the Board, and such failure shall continue for more than thirty (30) days after notice from the Company to the Designating Person with respect to such failure, then the vacant position shall be filled by an individual designated by the directors then in office; provided that such individual shall be removed from such position if the Designating Person so directs and simultaneously designates a new director.

Section 2.09 Compensation; No Employment.

(f)  Compensation of Directors. The Company and each Stockholder acknowledges and agrees that:

(i) Each director shall be reimbursed by the Company for his or her reasonable travel and out-of-pocket expenses incurred in the performance of his or her duties as a director, including attendance in person at meetings of the Board or the board of any Company Subsidiary (or any committees thereof), pursuant to such policies as from time to time established by the Board. No director shall receive compensation for his or her service as a director to the Company or any Company Subsidiary; unless such compensation is approved by the Board pursuant to Section 3.05 of the Bylaws.

(ii) Nothing contained in this Section 2.04 shall be construed to preclude any director from serving the Company or any Company Subsidiary in any other capacity and receiving reasonable compensation for such services.

(g) No Right of Employment Conferred. This Agreement does not, and is not intended to, confer upon any director any rights with respect to continued employment by the Company, and nothing herein should be construed to have created any employment agreement with any director.

Section 2.10 Termination. This Article 2, and the covenants contained herein, shall terminate on the date provided herein or, if earlier, on the consummation of a Qualified Public Offering.

ARTICLE 8 TRANSFER

Section 3.06 General Restrictions on Transfer.

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(h) General. Each Stockholder acknowledges and agrees that such Stockholder (or any Permitted Transferee of such Stockholder) shall not Transfer any Capital Stock or Stock Equivalents except:

(i) pursuant to a Public Offering;

(ii) as permitted pursuant to Section 3.02; or

(iii)in strict accordance with the restrictions, conditions and procedures described in the other provisions of this Section 3.01 and Section 3.03, Section 3.04 and Section 3.05, as applicable.

(i) Other Transfer Restrictions; Legal Opinions. Notwithstanding any other provision of this Agreement, each Stockholder agrees that it will not, directly or indirectly, Transfer any of its Shares: (i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act and applicable securities laws of any other applicable jurisdiction; (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company; (iv) if the proposed transferee or any Affiliate or Family Member of such proposed transferee is a Bad Actor; or (v) unless waived by the Board of Directors, the proposed transferee would not be an Accredited Investor. In any event, the Board may refuse the Transfer to any Person if such Transfer would have or could be reasonably expected to have a material adverse effect on the Company, including as a result of any regulatory or other restrictions imposed by any Governmental Authority.

(j)  Joinder Agreement. Except with respect to any Transfer pursuant to a Public Offering, a Drag-along Sale or a sale of all of the issued and outstanding Capital Stock, no Transfer of Capital Stock or Stock Equivalents pursuant to any provision of this Agreement shall be deemed completed until the Transferee shall have entered into a Joinder Agreement.

(k) Transfers in Violation of this Agreement. Any Transfer or attempted Transfer of any Capital Stock or Stock Equivalents in violation of this Agreement, including any failure of a Transferee, as applicable, to enter into a Joinder Agreement pursuant to Section 3.01(c) above, shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the Stockholder proposing to make any such Transfer shall continue be treated) as the owner of such Capital Stock or Stock Equivalents for all purposes of this Agreement.

Section 3.07 Permitted Transfers. Subject to Section 3.01, including the requirement to enter into a Joinder Agreement pursuant to Section 3.01(c), the provisions of Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Stockholder of any of its Capital Stock or Stock Equivalents:

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(l) With respect to a Transfer of Common Stock by a Stockholder who holds one percent (1%) or less of the fully diluted shares of Common Stock;

(m) With respect to a Stockholder that is not a natural Person, to:

(i) any Affiliate of such Stockholder that is not engaged in any Competitive Activity or to any Family Member or Family Members of such Affiliate who are not engaged in any Competitive Activity;

(ii) a corporation, partnership or limited liability company, the stockholders, partners or members of which are only such Stockholder and/or Family Members of an Affiliate of such Stockholder, in each case who are not engaged in any Competitive Activity;

(n) With respect to any Stockholder who is a natural Person, to:

(i) such Stockholder’s Family Members who are not engaged in any Competitive Activity;

(ii) a trust under which the distribution of Capital Stock may be made only to such Stockholder and/or any Family Member of such Stockholder;

(iii) a charitable remainder trust, the income from which will be paid only to such Stockholder during his life;

(iv) a corporation, partnership or limited liability company, the stockholders, partners or members of which are only such Stockholder and/or Family Members of such Stockholder; or

(v) for bona fide estate planning purposes, either by will or by the laws of intestate succession, to such Stockholder’s executors, administrators, testamentary trustees, legatees or beneficiaries.

(o) Notwithstanding anything in Section 3.02(b) to the contrary, unless approved by the Board and the holders of a Majority Interest, no Stockholder shall Transfer any Shares to a Competitor of the Company.

Section 3.08 Right of First Refusal.

(p) Offered Stock. At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 3.01, Section 3.02, this Section 3.03  and Section 3.04, the Company, first, and each ROFR Holder, second, shall have a right of first refusal if any Stockholder (the “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”) that the Offering Stockholder desires to accept (a “Transfer Offer”) to Transfer all or any portion of such Stockholder’s Shares (or applicable Stock Equivalents) it owns (the “Offered Stock”). Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to the Company, first, and each ROFR Holder, second, all in accordance with the following provisions of this Section 3.03,

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prior to Transferring such Offered Stock to the Prospective Transferee. For any particular Transfer Offer, this right of first refusal and the terms and conditions set forth in this Section 3.03 shall be applied treating the Common Stock and the Series A Preferred Stock Offered Stock, as applicable as a single class (including for purposes of calculating the respective ROFR Pro Rata Portions in Section 3.03(d)).

(q) Offered Stock Transfer Exceptions. Notwithstanding anything herein to the contrary, the right of first refusal in Section 3.03(a) shall not apply to any Transfer Offer or Transfer of Shares (or applicable Stock Equivalents) that are:

(i) permitted by and made in accordance with Section 3.02;

(ii) proposed to be made by a Dragging Stockholder or required to be made by a Drag-along Stockholder pursuant to Section 3.05;

(iii) are made by a Tag-along Stockholder upon the exercise of its tag-along right pursuant to Section 3.04 after the Company and the ROFR Holders have declined to exercise their rights in full under this Section 3.03; or

(iv) made pursuant to a Public Offering.

(r) Offer Notice.

(i) The Offering Stockholder shall, within five (5) days of receipt of the Transfer Offer, give written notice (a ROFR Availability Notice“) to the Company and each ROFR Holder stating that it has received a Transfer Offer for the Offered Stock and specifying:

(A) the class(es) or series and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder;

(B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the ROFR Notice;

(C) the purchase price per share for each applicable class or series of Offered Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer Offer; and

(D) the name of the Prospective Transferee who has offered to purchase such Offered Stock.

For the avoidance of doubt, in the event of a Transfer Offer involving more than one class or series of Offered Stock, the Offering Stockholder may deliver a single ROFR Availability Notice to the Company and each ROFR Holder.

(ii) The ROFR Availability Notice shall constitute the Offering Stockholder’s offer to Transfer all of the Offered Stock to the Company and the ROFR Holders in accordance with the provisions of this Section 3.03, which offer shall be irrevocable until the end of the ROFR Holder Option Period described in Section 3.03(d)(iii).

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(iii) By delivering the ROFR Availability Notice, the Offering Stockholder represents and warrants to the Company and each ROFR Holder that:

(A) the Offering Stockholder has full right, title and interest in and to the Offered Stock described in the ROFR Notice;

(B) the Offering Stockholder has all the necessary power and authority and has taken all necessary action to Transfer the Offered Stock described in the ROFR Availability Notice as contemplated by this Section 3.03; and

(C) the Offered Stock described in the ROFR Availability Notice is free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement or Permitted Liens.

(s) Participation on Sale of Shares. At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 3.01 and this Section 3.03, if any Stockholder (the “Selling Stockholder”) proposes to Transfer any of its Shares (including, for emphasis, any Stock Equivalents) (collectively, the “Tag-along Stock”) to any Person, each other Stockholder holding shares of Common Stock (each, a “Tag-along Stockholder”) shall be permitted to participate in such sale including a sale that is pursuant to a Transfer Offer that is also first subject to this Section 3.03 (individually and collectively, a “Tag-along Sale”) on the terms and conditions set forth in this Section 3.03(d). This participation right and the terms and conditions set forth in this Section 3.04 shall be applied treating the Common Stock, the Series A Preferred Stock, and Warrants, as applicable, as a single class; provided, however, that it shall be a condition to any Tag-Along Sale in which the holders of (i) any Series A Stock wish to participate that the holders of such Series A Preferred Stock convert the applicable Series A Stock to be sold pursuant to the Tag-along Sale to Common Stock in order to participate in such Tag-along Sale and (ii) any Warrants wish to participate that the holders of such Warrants exercise the applicable Warrants to be sold pursuant to the Tag-along Sale to Common Stock in order to participate in such Tag-along Sale that the consideration shall be allocated as provided in Section 3.04(f)(i).

(t) Exercise of Right of First Refusal; Over-Allotment Option.

(i) Upon receipt of the ROFR Availability Notice, the Company and each ROFR Holder shall have the right to purchase the Offered Stock on the terms and purchase price(s) set forth in the ROFR Availability Notice in the following order of priority: first, the Company shall have the right to purchase all or any portion of each class or series of Offered Stock in accordance with the procedures set forth in Section 3.03(d)(ii), and thereafter, the ROFR Holders shall have the right to purchase all (but not less than all) of their respective ROFR Pro Rata Portions of each class or series of the remaining Offered Stock, in accordance with the procedures set forth in Section 3.03(d)(iii), to the extent the Company does not exercise its right in full.

(ii) The initial right of the Company to purchase any Offered Stock shall be exercisable with the delivery of a written notice (the “ROFR Company Exercise Notice”) by the Company to the Offering Stockholder and the ROFR Holders within twenty (20) days of receipt of the ROFR Availability Notice (the “ROFR Company Option Period”),

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stating the applicable number(s) (including where such number is zero) and type(s) of Offered Stock the Company elects to purchase on the terms and purchase price(s) set forth in the ROFR Notice. The ROFR Company Exercise Notice shall be binding upon delivery and irrevocable by the Company.

(iii) If the Company does not elect to purchase all of the Offered Stock, the ROFR Holders shall have the right to purchase the remaining Offered Stock not elected to be purchased by the Company. For a period of ten (10) days following the receipt of a ROFR Company Exercise Notice in which the Company has elected to purchase less than all the Offered Stock (such period, the “ROFR Holder Option Period”), each ROFR Holder shall have the right to elect to purchase all (but not less than all) of its ROFR Pro Rata Portion of each class or series of remaining Offered Stock by delivering a written notice to the Company and the Offering Stockholder (a “ ROFR Holder Exercise Notice”) specifying its desire to purchase its ROFR Pro Rata Portion of each class or series of remaining Offered Stock, on the terms and applicable purchase price(s) set forth in the ROFR Availability Notice. The ROFR Holder Exercise Notice shall be binding upon delivery and irrevocable by each ROFR Holder electing pursuant to this Section 3.03(d)(iii) to purchase its entire ROFR Pro Rata Portion of each class or series of remaining Offered Stock (each, an “ROFR Exercising Holder”).

(iv)If the ROFR Exercising Holders pursuant to Section 3.03(d)(iii) do not, in the aggregate, elect to purchase all of the remaining Offered Stock not purchased by the Company, each ROFR Exercising Holder shall have the right to purchase all or any portion of any class or series of remaining Offered Stock not elected to be purchased by the Company and the other ROFR Holders. As promptly as practicable following the ROFR Holder Exercise Period, the Offering Stockholder shall deliver a written notice to each ROFR Exercising Holders (an “ROFR Overallotment Notice”) stating the number(s) and type(s) of remaining Offered Stock available for purchase following the ROFR Holder Option Period. For a period of ten (10) days following the receipt of an ROFR Overallotment Notice (such period, the “ROFR Overallotment Period”), each ROFR Exercising Holder shall have the right to elect to purchase all or any portion of each class or series of remaining Offered Stock by delivering a written notice to the Company and the Offering Stockholder (an “ROFR Overallotment Exercise Notice”) specifying the number(s) and type(s) of additional remaining Offered Stock it desires to purchase on the terms and applicable purchase price(s) set forth in the ROFR Availability Notice. The ROFR Overallotment Exercise Notice shall be binding upon delivery and irrevocable by the ROFR Exercising Holder.

(v) The failure of the Company or any ROFR Holder to deliver a ROFR Company Exercise Notice or a ROFR Holder Exercise Notice, respectively, by the end of the Company Option Period or the ROFR Holder Option Period, respectively, shall constitute a waiver of the applicable rights of first refusal under this Section 3.03 with respect to the Transfer of the Offered Stock, but shall not affect their respective rights with respect to any future Transfers.

(u)  Allocation of Offered Stock. Upon the expiration of the ROFR Company Option Period or, if applicable, the expiration of the ROFR Holder Option Period, each class or series of remaining

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Offered Stock not selected for purchase in its entirety by the Company or ROFR Holders pursuant to Section 3.03(d)(ii) shall be allocated for purchase among the ROFR Exercising Holders, as follows:

(i) First, to each ROFR Exercising Holder having elected pursuant to Section
03(d)(iii) to purchase its entire ROFR Pro Rata Portion of each class or series of remaining Offered Stock, such ROFR Holder’s ROFR Pro Rata Portion of each class or series of such remaining Offered Stock; and

(ii)Second, the balance, if any, not allocated under clause (i) above (and, for clarity, not purchased by the Company pursuant to Section 3.03(d)(ii)), shall be allocated to those ROFR Exercising Holders electing pursuant to Section 3.03(d)(iv) to purchase a number of remaining Offered Stock exceeding their respective ROFR Pro Rata Portions, in an amount, with respect to each such ROFR Exercising Holder, that is equal to the lesser of:

(A) the number of such class or series of remaining Offered Stock that such ROFR Exercising Holder elected to purchase in excess of its applicable ROFR Pro Rata Portion; and

(B) the product of (1) the number of each class or series of remaining
Offered Stock not allocated under Section 3.03(e)(i) (and not purchased by the Company pursuant to Section 3.03(d)(ii)), multiplied by (2) a fraction, the numerator of which is the number of such class or series of remaining Offered Stock that such ROFR Exercising Holder was permitted to purchase pursuant to Section 03(e)(i), and the denominator of which is the aggregate number of such class or series of remaining Offered Stock that all ROFR Exercising Holders were permitted to purchase pursuant to Section 3.03(e)(i);

provided, that if following the allocation under this Section 3.03(e)(ii) there are any remaining unallocated shares of and class or series of remaining Offered Stock, those shares shall be allocated to those ROFR Exercising Holders who have not yet been allocated their full share election of such class or series made pursuant to Section 3.03(d)(iv) pro rata based on the number of remaining shares of such class or series elected to be purchased by those ROFR Exercising Holders until either no Offered Stock of such class or series remain or until such time as all ROFR Exercising Holders have been permitted to purchase all Offered Stock of such class or series that they elected to purchase.

(v) Consummation of Sale to the Company and/or ROFR Holders. In the event that the Company and/or the ROFR Exercising Holders shall have, in the aggregate, exercised their respective rights to purchase all of the applicable Offered Stock, then the Offering Stockholder shall sell such Offered Stock to the Company and/or the ROFR Exercising Holders, and the Company and/or the ROFR Exercising Holders, as the case may be, shall purchase such Offered Stock, within sixty (60) days following the expiration of the ROFR Company Option Period or, if applicable, the ROFR Exercising Holder Option Period or the ROFR Overallotment Period (any of which periods may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). Each Offering Stockholder shall take all actions

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as may be reasonably necessary to consummate the sale contemplated by this Section 3.03(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 3.03(f), the Offering Stockholder shall deliver to the Company and/or the ROFR Exercising Holders certificates (if any) representing the Offered Stock to be sold, free and clear of any Liens (other than those contained in this Agreement and, with the consent of the purchasers, Permitted Liens), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFR Exercising Holders by certified or official bank check or by wire transfer of immediately available funds.

(w) Sale to Proposed Purchaser. In the event that the Company and/or the ROFR Exercising Holders shall not have collectively elected to purchase all of the Offered Stock, then, provided the Offering Stockholder has also complied with the provisions of Section 3.04 and Section 3.01, to the extent applicable, the Offering Stockholder may Transfer all of such Offered Stock, at a price per share for each applicable class or series of Offered Stock not less than that specified in the ROFR Availability Notice and on other terms and conditions which are not materially more favorable in the aggregate to the Prospective Transferee than those specified in the ROFR Availability Notice, but only to the extent that such Transfer occurs within ninety (90) days after expiration of the ROFR Company Option Period or, if applicable, the ROFR Exercising Holder Option Period or the ROFR Overallotment Period. Any Offered Stock not Transferred within such 90-day period will be subject to the provisions of this Section 3.03 upon any proposed subsequent Transfer.

(x) Termination. This Section 3.03, and the covenants contained herein, shall terminate on the consummation of a Qualified Public Offering.

Section 3.09 Tag-along Right.

(y) Tag-along Sale Exceptions. Notwithstanding anything herein to the contrary, the provisions of this Section 3.04 shall not apply to any Transfer of Tag-along Stock that is:

(i) permitted by and made in accordance with Section 3.02;

(ii) made to either the Company or any ROFR Holder pursuant to the exercise of the rights set forth in Section 3.03;

(iii) proposed to be made by a Dragging Stockholder or required to be made by a Drag-along Stockholder pursuant to Section 3.05;

(iv) made pursuant to a Public Offering; or

(v) made to the Founding Stockholder.

(z) Tag-along Opportunity Notice. The Selling Stockholder shall deliver to the Company and each other Tag-along Stockholder a written notice (a Tag-along Opportunity Notice“) of the proposed Tag-along Sale within (i) in the case of any Tag-along Sale pursuant to a Transfer Offer that is subject to  Section 3.03, five (5) days following the expiration of the latest of the ROFR Company Option Period or, if applicable, the ROFR Exercising Holder Option Period, or the ROFR Overallotment Period, in the event that the Company and/or the ROFR

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Holders shall have not, in the aggregate, exercised their respective rights to purchase the Offered Stock pursuant to Section 3.03, or (ii) sixty (60) days prior to the consummation of any Tag-along Sale which was not subject to Section 3.03.

The Tag-along Opportunity Notice shall make reference to the Tag-along Stockholders’ rights hereunder and shall describe in reasonable detail:

(i) The class(es) or series and applicable aggregate number of Tag-along Stock the Selling Stockholder proposes to Transfer;

(ii) The identity of the prospective Transferee(s);

(iii) The proposed date, time and location of the closing of the Tag-along Sale, which shall not be less than 60 (sixty) days from the date of the Tag-along Opportunity Notice;

(iv) The purchase price per share for each applicable class or series of Tag-along Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; and

(v) A copy of any form of agreement proposed to be executed in connection

For the avoidance of doubt, in the event of a Tag-along Sale involving more than one class or series of Tag-along Stock, the Selling Stockholder may deliver a single Tag-along Opportunity Notice to the Company and each Tag-along Stockholder.

(aa) Exercise of Tag-along Right.

(i) Each Tag-along Stockholder may exercise its right to participate in the Tag­along Sale on the terms described in the Tag-along Opportunity Notice by delivering to the Selling Stockholder a written notice (a Tag-along Exercise Notice“) stating its election to do so for any or each class or series of Tag-along Stock included in the Tag-along Opportunity Notice no later than ten (10) days after receipt of the Tag-along Opportunity Notice (the Tag-along Exercise Period“). The election of each Tag-along Stockholder set forth in a Tag-along Exercise Notice shall be irrevocable, and, to the extent the offer in the Tag-along Opportunity Notice is accepted, such Tag-along Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 3.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 3.04(c)(i) to participate in the Tag-along Sale, the number of each applicable class or series of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 04(c)(ii).

(ii)The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 3.04(c)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares of each class or series of Tag-along Stock set out in the applicable Tag-along Opportunity Notice, treated as a single class for

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purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Stock, as the case may be, set out in the applicable Tag-along Opportunity Notice and (B) such Stockholder’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Shares calculated pursuant to this Section 3.04(c)(ii) for any particular class or series of Tag-along Stock, in which case the Selling Stockholder and each Tag-along Stockholder timely electing to sell its full Tag-along Pro Rata Portion of each applicable class or series of Tag-along Stock in the Tag-along Sale pursuant to this Section 3.04(c)(ii) (a “Participating Tag-along Shareholder”) shall have the right to sell the applicable shares of Tag-along Stock not elected to be sold by a Tag­along Stockholder (“Non-Participating Shares”) or if Participating Tag-along Shareholders collectively wish to sell more than the number of Non-Participating Shares, such Participating Shareholder’s pro rata portion of the Non-Participating Shares determined in the same manner as provided above.

(bb) Waiver. Each Tag-along Stockholder who does not deliver a Tag-along Exercise Notice in compliance with Section 3.04(c)(i) shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in the Tag-along Sale with respect to the Shares, and the Selling Stockholder shall (subject to the rights of any other participating Tag-along Stockholder) thereafter be free, except as otherwise provided by this Agreement, to sell to the prospective Transferee the Tag-along Stock identified in the Tag-along Opportunity Notice at a per share price for each class or series of such Tag-along Stock that is no greater than the applicable per share price set forth in the Tag-along Opportunity Notice and on other terms and conditions which are not in the aggregate materially more favorable to the Selling Stockholder and the Participating Tag-along Shareholders than those set forth in the Tag-along Opportunity Notice, without any further obligation to the non-accepting Tag-along Stockholders.

(cc) Conditions of Sale.

(i) Each Stockholder participating in the Tag-along Sale shall receive the same consideration per class or series of Tag-along Stock, after deduction of such Stockholder’s proportionate share of the related expenses in accordance with Section 3.04(h) In addition, no Transfer of any Tag-along Stock by the Selling Stockholder in the Tag-along Sale shall occur unless the prospective Transferee simultaneously purchases the Shares (or applicable Stock Equivalents) elected to be sold by the Tag-along Stockholders pursuant to Section 3.04(c)(i) and if any such Transfer is in violation of this Section 3.04, it shall be null and void in accordance with the provisions of Section 3.01(c) hereof.

(ii)Each Tag-along Stockholder shall execute the applicable purchase agreement, if any, and shall make or provide the same representations, warranties, covenants and indemnities as the Selling Stockholder makes or provides in connection with the Tag-along Sale; provided, that each Tag-along Stockholder shall only be obligated to make representations and warranties that relate specifically to a Stockholder (as opposed to the Company and its business) with respect to the Tag-along Stockholder’s title to and ownership of the applicable Shares, authorization, execution and delivery of relevant documents, enforceability of such documents against the Tag-along Stockholder, and other similar representations and warranties made by the Selling Stockholder, and shall not be

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3. obligated to make any of the foregoing representations and warranties with respect to any other Stockholder or their Shares; provided, further, that all indemnities and other obligations shall be made by the Selling Stockholder and each Tag-along Stockholder severally and not jointly and severally (A) with respect to breaches of representations, warranties and covenants made by the Selling Stockholder and the Tag-along Stockholders relating to the Company and its business, if any, pro rata based on the aggregate consideration received by the Selling Stockholder and each Tag-along Stockholder in the Tag-along Sale, and (B) in an amount not to exceed for the Selling Stockholder or any Tag­along Stockholder, the aggregate consideration respectively received by the Selling Stockholder and each such Tag-along Stockholder in connection with the Tag-along Sale, as applicable, plus the amount of any consideration forfeited by the Selling Stockholder or such Tag-along Stockholder, as applicable, to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement).

(iii) Each holder of then currently exercisable Stock Equivalents with respect to a class or series of Tag-along Stock proposed to be Transferred in a Tag-along Sale shall be given an opportunity to convert such Stock Equivalents in accordance with their terms into the applicable class or series of Tag-along Stock prior to the consummation of the Tag­along Sale and participate in such sale as holders of such class or series of Tag-along Stock.

(dd) Cooperation. Subject to Section 3.04(e)(ii), each Tag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments (including stock certificates evidencing the applicable Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank), in each case, consistent with the agreements being entered into and the certificates and instruments being delivered by the Selling Stockholder; provided, however, that the Company shall not be required to issue certificated shares of any security in connection with any transaction pursuant to this Section 3.04 if such securities are generally maintained in uncertificated form.

(ee) Expenses. The fees and expenses of the Selling Stockholder incurred in connection with a Tag-along Sale and for the benefit of all Tag-along Stockholders (it being understood that costs incurred by or on behalf of a Selling Stockholder for its sole benefit will not be considered to be for the benefit of all Tag-along Stockholders), to the extent not paid or reimbursed by the Company or the prospective Transferee, shall be shared by the Selling Stockholder and all the participating Tag-along Stockholders on a pro rata basis, based on the aggregate consideration received by each such Stockholder; provided, that no Tag-along Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Tag-along Sale.

(ff) Consummation of Sale. Subject to the requirements and conditions of this Section3.04 and the other applicable provisions of this Agreement, including Section 3.01 hereof, the Selling Stockholder shall have sixty (60) days following the expiration of the Tag-along Exercise Period in which to consummate the Tag-along Sale, on terms which are not in the aggregate materially more favorable to the Selling Stockholder and the participating Tag-along Stockholders than those set forth in the Tag-along Opportunity Notice (which 60-day period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental

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Authority). If at the end of such period the Selling Stockholder and the participating Tag-along Stockholders have not completed the Tag-along Sale, the Selling Stockholder and the participating Tag­along Stockholders may not then effect a Transfer that is subject to this Section 3.04 without again fully complying with the provisions of this Section 3.04. At the closing of the Tag-along Sale, each of the Tag­along Stockholders timely electing to participate in the Tag-along Sale pursuant to Section 3.04(c)(i) shall enter into the agreements and deliver the certificates, if any, instruments, and payments, in each case, required by Section 3.04(f) and Section 3.04(g) directly to the Tag-along Stockholder against payment of the portion of the aggregate consideration to which each such Tag-along Stockholder is entitled in the Tag-along Sale in accordance with the provisions of this Section 3.04.

(gg) Termination. This Section 3.04, and the covenants contained herein, shall terminate on the consummation of a Qualified Public Offering.

Section 3.10 Drag-along Rights.

(hh) Participation. At any time prior to the consummation of a Qualified Public Offering, if one or more Stockholders (together with their respective Permitted Transferees) holding no less than a majority of all the issued and outstanding Shares on a Fully Diluted Basis (such Stockholder(s), the “Dragging Stockholder”), proposes to consummate, in one transaction or a series of related transactions, a Change of Control (a “Drag-along Sale”), the Dragging Stockholder shall have the right, after delivering the Drag-along Notice in accordance with Section 3.05(c) and subject to compliance with Section 3.05(d), to require that each other Stockholder (each, a “Drag-along Stockholder”) participate in such Drag-along Sale (including, if necessary, by converting or exercising their Stock Equivalents into the shares of Capital Stock to be sold in the Drag-along Sale) on substantially the same terms and conditions as the Dragging Stockholder as set forth in the applicable Drag-along Notice and in the manner set forth in Section 3.05(b).

(ii) Sale of Stock; Sale of Assets. Subject to compliance with Section 3.05(d):

(i) If the Drag-along Sale is structured as a Change of Control involving the sale of stock, then each Drag-along Stockholder shall sell, with respect to each class or series of Shares proposed by the Dragging Stockholder to be included in the Drag-along Sale, the number of Shares and/or Stock Equivalents, as applicable, of such class or series equal to the product obtained by multiplying (A) the number of Shares and/or Stock Equivalents of the applicable class or series of Shares on a Fully Diluted Basis held by such Drag-along Stockholder by (B) a fraction (1) the numerator of which is equal to the number of Shares and/or Stock Equivalents of the applicable class or series of Shares on a Fully Diluted Basis that the Dragging Stockholder proposes to sell in the Drag-along Sale and (2) the denominator of which is equal to the number of Shares and/or Stock Equivalents of the applicable class or series of Shares on a Fully Diluted Basis held by the Dragging Stockholder at such time; and

(ii) If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Stockholders, then notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall (A) vote (in person, by

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proxy or by written consent, as requested) all of its Voting Stock in favor of the Drag-along Sale (and any related actions necessary to consummate such sale) and otherwise consent to and raise no objection to such Drag-along Sale and such related actions and (B) refrain from taking any actions to exercise, and shall take all actions to waive, any dissenters’, appraisal or other similar rights that it may have in connection with such transaction.

(jj) Drag-along Notice. The Dragging Stockholder shall exercise its rights pursuant to this Section 3.05 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Stockholder no more than ten (10) days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-along Sale and, in any event, no later than twenty (20) days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholders’ rights and obligations hereunder and shall describe in reasonable detail:

(i) The name(s) of the Third Party Purchaser;

(ii) The proposed date, time and location of the closing of the Drag-along Sale;

(iii) The proposed amount of consideration in the Drag-along Sale, including, if applicable, the purchase price per share of each applicable class or series of Capital Stock (or applicable Stock Equivalents) to be sold and the other material terms and conditions of the Drag-along Sale; and

(iv) A copy of any form of agreement proposed to be executed in connection

(kk) Conditions of Sale. The obligations of the Drag-along Stockholders in respect of a Drag-along Sale under this Section 3.05 are subject to the satisfaction of the following conditions:

(i) The consideration to be received by each Drag-along Stockholder shall be the same form and amount of consideration to be received by the Dragging Stockholder per share of Capital Stock of each applicable class or series and the terms and conditions of such sale shall, except as otherwise provided in Section 3.05(d)(iii), be the same as those upon which the Dragging Stockholder sells its Capital Stock; provided, that this Section 05(d)(i) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock;

(ii)If the Dragging Stockholder or any Drag-along Stockholder is given an option as to the form and amount of consideration to be received, the same option shall be given to all Drag-along Stockholders; provided, that this Section 3.05(d)(ii) condition shall be deemed satisfied even if only Stockholders qualifying as “accredited investors” (as

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defined in Rule 501 of Regulation D promulgated under the Securities Act), to the exclusion of Stockholders who either do not qualify as accredited investors or would otherwise cause the registration under applicable federal securities laws of securities issued to such Stockholder in the Drag-along Sale, receive an option to receive securities of the Third Party Purchaser in the Drag-along Sale, so long as the Dragging Stockholder and each Drag-along Stockholder receive the same value (as determined in good faith by the Board), whether in cash or such securities, as of the closing of the Drag-along Sale with respect to each such Stockholder’s applicable Capital Stock;

(iii) Each Drag-along Stockholder shall execute the applicable purchase agreement (and any related ancillary agreements entered into by the Dragging Stockholder in connection with the Drag-along Sale) and make or provide the same representations, warranties, covenants, indemnities (directly to the Third-Party Purchaser and/or indirectly pursuant to a contribution agreement, as required by the Dragging Stockholder), purchase price adjustments, escrows, and other obligations as the Dragging Stockholder makes or provides in connection with the Drag-along Sale; and

(iv) if the Dragging Stockholder enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation, recapitalization or other reorganization), each Drag-along Stockholder who is not an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) shall, at the request of the Company, appoint a “purchaser representative” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) designated by the Company, the fees and expenses of which shall be borne by the Dragging

(ll) Cooperation. Each Drag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder.

(mm) Fees and Expenses. The fees and expenses of the Dragging Stockholder (either directly or indirectly by the Company and any Company Subsidiary) incurred in connection with a Drag-along Sale and for the benefit of all Drag-along Stockholders, to the extent not paid or reimbursed by the Company, any Company Subsidiary or the Third Party Purchaser, shall be shared by the Dragging Stockholder and all the Drag-along Stockholders on a pro rata basis, based on the aggregate consideration received by each such Stockholder in the Drag-along Sale.

(nn) Termination. This Section 3.05, and the covenants contained herein, shall terminate on the consummation of a Qualified Public Offering.

ARTICLE 9
COVENANTS

Section 4.04 Other Business Activities. The parties hereto, including the Company, expressly acknowledge and agree that, subject to Section 3.02(d) and Article 5: (i) the Stockholders and their

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Affiliates are permitted to have, and may presently or in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Company or any Company Subsidiary that are engaged in the business of the Company or any Company Subsidiary, or that are or may be competitive with the Company or any Company Subsidiary (any such other investment or relationship, an “Other Business”); (ii) none of the Stockholders or their Affiliates will be prohibited by virtue of their investment in the Company from pursuing and engaging in any Other Business; (iii) none of the Stockholders or their Affiliates will be obligated to inform the Company or any other Stockholder of any opportunity, relationship or investment in any Other Business (a “Company Opportunity”) or to present any Company Opportunity to the Company or any Company Subsidiary, and the Company for itself and each current or future Company Subsidiary hereby renounces any interest in any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (iv) nothing contained herein shall limit, prohibit or restrict any natural Person nominated pursuant to Section 2.02 from serving on the board of directors or other governing body or committee of any Other Business; and (v) no Stockholder will acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the Stockholders or their Affiliates. Subject to Section 3.02(d) and Article 5, the parties hereto expressly waive, to the fullest extent permitted by Applicable Law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Company, any Company Subsidiary or any Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company, any Company, any Company Subsidiary or any Stockholder.

Section 4.05 Financial Statements. The Company shall furnish to each Major Holder of the Company the following reports:

(oo) Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, unaudited consolidated balance sheets of the Company and any Company Subsidiaries as at the end of each such Fiscal Year and unaudited consolidated statements of income, cash flows and stockholders’ equity for such Fiscal Year and certified by the principal financial or accounting officer of the Company. Should the Board elect to cause such financial statements to be audited by an accounting firm, the aforementioned financial statements shall instead be delivered in audited form within one hundred fifty (150) days after the end of such Fiscal Year, accompanied by the certification of such accounting firm certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

(pp) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the end of each quarterly accounting period in each Fiscal Year (other than the last fiscal quarter of the Fiscal Year), unaudited consolidated balance sheets of the Company and Company Subsidiaries as at the end of each such fiscal quarter and unaudited consolidated statements of income, cash flows and stockholders’ equity for such fiscal quarter and for the current Fiscal Year to date, in each case setting forth in comparative form the figures for the corresponding periods of the previous Fiscal Year and for the Budget for such Fiscal Year, all in reasonable detail and all prepared in accordance with GAAP, consistently applied (subject to normal year-end audit adjustments and the absence of notes thereto), and certified by the principal financial or accounting officer of the Company.

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(qq) Budget. Not later than sixty (60) days following the commencement of each Fiscal Year, a business plan and annual operating budgets for the Company and Company Subsidiaries for the upcoming Fiscal Year, including capital and operating expense budgets, cash flow projections, and profit and loss projections, all itemized in reasonable detail and which has been submitted to and approved by the Board (the “Budget”), and as promptly as practicable upon preparation thereof (but in any event, no later than ten (10) days thereafter, any other significant budgets prepared during the Fiscal Year by the Company and any revisions of the Budget or such other budgets.

Section 4.03 Termination. The covenants contained in this Article 4 shall terminate on the consummation of a Qualified Public Offering.

ARTICLE 10
MISCELLANEOUS

Section 5.24 Confidential Information.

(rr) Each Stockholder covenants for so long as it is a stockholder and for two (2) years after it ceases to be a stockholder that it will not, and will not permit its equity holders, directors, officers, managers, employees or agents or any of its Affiliates, including any of such Affiliates’ equity holders, directors, managers, officers, employees or agents, to, divulge, furnish or make accessible to any other Person, other than its equity holders, directors, managers, officers, employees or agents of such Stockholder, any information of a proprietary or confidential nature regarding the business, operations, and affairs of the Company, including the terms of material contractual arrangements, financial performance, whether historical in nature, or relating to plans and prospects, projections and estimates, in each case as such Stockholder may have received in their position as a Stockholder (collectively, “Confidential Information”); provided, however, that Confidential Information shall not include any such information that becomes public knowledge other than by any action of an applicable Stockholder or former Stockholder in violation of this Agreement. Notwithstanding the forgoing, such Stockholder shall be permitted to disclose such information (i) in the performance of such Stockholder’s obligations under this Agreement, (ii) as required by Applicable Law, (iii) as requested by any applicable Governmental Authority or advisable to be made to any applicable Governmental Authority, provided that in connection with any disclosure under this clause (iii) a Stockholder shall, unless prohibited by Applicable Law, provide the Company with advance notice of such proposed disclosure to the maximum extent permitted by Applicable Law in order that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 5.01. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, each Stockholder agrees to furnish only that portion of the Confidential Information which it is advised by written opinion of its counsel is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information, (iv) to such Stockholder’s Affiliates, or (v) with the prior written consent of the Board, which consent may be withheld in its sole discretion.

(ss) Each Stockholder recognizes that in the event that this Agreement is breached by any Stockholder or any of its equity holders, directors, managers, officers, employees or agents or any of its Affiliates, including any of such Affiliates’ equity holders, directors, managers, officers, employees or agents, irreparable injury may result to the non-breaching Stockholders and the Company. Accordingly, in addition to any and all other remedies at law or in equity to which the non-breaching Stockholders and

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the Company may be entitled, such Stockholder and the Company also shall have the right to obtain equitable relief, including, without limitation, injunctive relief, to prevent any disclosure of Confidential Information, plus reasonable attorneys’ fees and other litigation expenses incurred in connection therewith.

Section 5.25 Conduct. During the term of this Agreement no Stockholder shall:

(tt) Do any other act or deed with the intention of harming the business operations of the Company.

(uu) Do any act that would make it impossible to carry on the intended purpose of this

Section 5.26 Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 5.27 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Stockholder hereby agrees, at the request of the Company or any other Stockholder, to execute and deliver such additional documents, instruments, conveyances, and assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section 5.28 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the fifth (5th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at their addresses set forth on Schedule A to this Agreement (or, if applicable, in a Joinder Agreement) (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.05.

Section 5.29 Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

Section 5.30 Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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Section 5.31 Entire Agreement. This Agreement, together with the Certificate of Incorporation, the Bylaws, any Certificate of Designation and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Section 5.32 Successors and Assigns. Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 5.33 No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors and assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 5.34 Amendment. No provision of this Agreement may be amended or modified except by an instrument in writing executed by the Company and Stockholders holding a Majority Interest. Any such written amendment or modification will be binding upon the Company and each Stockholder.

Section 5.35 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this Section 5.12 shall diminish any of the explicit and implicit waivers described in this Agreement.

Section 5.36 Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

Section 5.37 Submission to Jurisdiction. The parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in the US District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject-matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action, or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that

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any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice or other document by registered mail to the last known address of a Stockholder as reflected on the books and records of the Company shall be effective service of process for any suit, action or other proceeding brought in any such court.

Section 5.38 Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 5.39 Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

Section 5.40 Attorneys’ Fees. In the event that any party hereto institutes any legal suit, action or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

Section 5.41Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

Section 5.42 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a photographic or similar reproduction of such signed writing using any Electronic Transmission (including delivery of pdf or jpg or tiff files) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign. com) shall be treated in all manner and respects as an original signature, agreement and instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of e-mail or other Electronic Transmission to deliver a signature or agreement or the fact that any signature or agreement or instrument was transmitted or communicated through the use of e-mail or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

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Section 5.43 Spousal Consent. Each Stockholder who is a natural person and is in a Marital Relationship on the date of this Agreement or upon execution of Joinder Agreement by such natural person shall cause such Stockholder’s Spouse to execute and deliver to the Company a consent of Spouse in customary form prepared by the Company (a “Spousal Consent”), dated as of the date of this Agreement or such Joinder Agreement. If any Stockholder who is a natural Person should enter into a Marital Relationship following the date of this Agreement, such Stockholder shall cause his or her Spouse to execute and deliver to the Company a Spousal Consent within thirty (30) days thereof.

Section 5.44 Loans. In the event any loans to the Company or any Stockholder are outstanding at the time of a sale of the Shares pursuant to this Agreement and any of such Shares or any assets of the Company are pledged as collateral for such loans, the proceeds from the sale of the Shares shall first be applied to the payment of such loans, until the payment in full of the portion of such loan allocated to the Shareholder. The balance of the proceeds of the purchase price not made to the lender in payment of such loans shall be paid to the applicable Stockholder or in accordance with the terms hereof.

Section 5.45 Guarantees. In the event the purchase price from the sale of any Shares pursuant to this Agreement is used to repay all or a Stockholder’s applicable portion of any loan to the Company which was secured by selling Stockholder’s Shares or any assets of the Company, the Company shall use commercially reasonable efforts to have the selling Stockholder removed from any guarantees of any such indebtedness by such Stockholder.

Section 5.46 Outside Termination Date. Unless earlier terminated, this Agreement shall terminate on the 20th anniversary of the Effective Date.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Company: LS Technologies, Inc.

By:________________

Name: Title:

STOCKHOLDERS:

Reloaded Store Holdings, LLC 

By:________________

Act II Capital Holdings, LLC 

By:________________

SCHEDULE A

SECURITYHOLDERS

(as of May 1, 2023)

A1

SCHEDULE B

PERMITTED LIENS

None