Common use of Company Right of First Refusal Clause in Contracts

Company Right of First Refusal. In the event that Foundation, USV and KPCB do not elect to purchase all of the Key Holder Stock described in the Notice pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) to the Company and each of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV or KPCB. The Company shall then have the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of the Second Notice, to purchase shares of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. The Company shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in the event a Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i), the termination of the USV Rights pursuant to Section 2.2(c)(ii) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), upon any such proposed Transfer (i) the Company shall have the initial purchase right to such Key Holder Stock and (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt of any such Notice described in Section 2.1; provided, that pursuant to Section 3.8 of the Investor Rights Agreement, in the event the Company elects not to exercise any right of first refusal as set forth herein the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwise, the Company shall, unless otherwise prohibited by applicable law, assign such right of first refusal or right of first offer to each Major Investor (as defined in the Investor Rights Agreement).

Company Right of First Refusal. In the event that Foundationthe Achari Put Holders enter into a binding contractual agreement with respect to the sale of Achari Put Shares in connection with an underwritten offering, USV and KPCB do not elect to purchase all block trade or similar private transaction with an institutional counterparty involving the sale of the Key Holder Stock described in the Notice pursuant to Section 2.2no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”), the Key Holder shall promptly give written notice (the “Second Notice”) Achari Put Holders hereby unconditionally and irrevocably grant to the Company and each a right of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV or KPCB. The Company shall then have the right, exercisable upon written notice to the Key Holder first refusal (the “Company ROFR”) to “step-in” to the role of such institutional counterparty, and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic terms and conditions of the Proposed Third Party Trade, which shall include the minimum price, form of consideration and intended settlement date of the Proposed Third Party Trade (the “ROFR Settlement Date”) within ten and a deadline for the Company to deliver an Acceptance Notice (10as defined below, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation shall also be provided upon request to the Company, on a strictly confidential and anonymized basis. Upon receipt of a Proposed Trade Notice, the Company shall have four (4) days after hours from the time of delivery of the Second NoticeProposed Trade Notice (which shall be delivered solely via electronic mail) to exercise the Company ROFR by delivering in return, to purchase shares of and by the Key Holder Stock subject ROFR Acceptance Deadline, a notice via electronic mail, and according to the Second notice procedures set forth herein (an “Acceptance Notice”), which such Acceptance Notice and shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and conditions as set forth therein. The Company shall effect proper delivery of such Acceptance Notice in accordance with the purchase terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery each of the Company Noticeand the applicable Achari Put Holders, and at such time the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3including, in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a Key Holder proposes to Transfer any shares of Key Holder Stock after specific consent automatically joining the termination Company into such definitive documentation in place of the Foundation Rights pursuant to Section 2.2(c)(i), the termination of the USV Rights pursuant to Section 2.2(c)(ii) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), upon any such proposed Transfer original third party (i) with the Company shall have promptly delivering such executed joinder). For the initial purchase right to such Key Holder Stock and (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer avoidance of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt of any such Notice described in Section 2.1; provided, that pursuant to Section 3.8 of the Investor Rights Agreement, in the event the Company elects not to exercise any right of first refusal as set forth herein the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwisedoubt, the Company shallROFR may not be exercised in part, unless otherwise prohibited or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by applicable law, assign wire transfer of Immediately Available Cash on such right of first refusal or right of first offer to each Major Investor (as defined in the Investor Rights Agreement)settlement date.

Company Right of First Refusal. In the event that Foundation, USV and KPCB do Foundation does not elect to purchase all of the Key Holder Stock described in the Notice available pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) to the Company and each of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV or KPCBFoundation and that shall include the terms of the Foundation Notice set forth in Section 2.2. The Company shall then have the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of the Second Notice, to purchase shares of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. The Company shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in the event a Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights ROFR Right pursuant to the last sentence of Section 2.2(c)(i), the termination of the USV Rights pursuant to Section 2.2(c)(ii) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii)2.2, upon any such proposed Transfer (i) the Company shall have the initial purchase right to such Key Holder Stock and (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt of any such Notice described in Section 2.1; provided, that pursuant to Section 3.8 of the Investor Rights Agreement, in the event the Company elects not to exercise any right of first refusal as set forth herein the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwise, the Company shall, unless otherwise prohibited by applicable law, assign such right of first refusal or right of first offer to each Major Investor (as defined in the Investor Rights Agreement).

Company Right of First Refusal. In Subject to any superior right granted to or by the event that Foundation, USV and KPCB do not elect to purchase all of the Key Holder Stock described Company as set forth in the Notice pursuant to Section 2.2Company's Bylaws, the Key if any Management Holder shall promptly give written notice (the “Second Notice”) desire to Transfer any of its Stock to a Third Party, it shall first deliver to the Company and to each of the InvestorsPreferred Holders written notice of the proposed transaction (the "FIRST OFFEROR'S NOTICE") no less than fifteen (15) Business Days prior to the expected date of such Transfer, which shall set forth identifying the proposed transferee, accompanied by a copy of a binding bona fide offer to purchase such Stock signed by such transferee and setting forth: (i) the name and address of the Third Party, (ii) the number of shares of Key Holder Stock proposed to be transferred Transferred, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party (the "THIRD PARTY TERMS") and (iv) that were not purchased the Third Party has been informed of the rights of first refusal and tag-along rights provided for in this Article III and has agreed to purchase shares of Stock in accordance with the terms hereof. A First Offeror's Notice shall be deemed an offer by Foundation, USV or KPCB. The Company shall then have the right, exercisable upon written notice such selling Management Holder to the Key Company, which may be accepted, in whole but not in part, by vote of the Board, excluding any director who is such selling Management Holder (the “Company Notice”) or any affiliate thereof, within ten (10) days after the delivery Business Days of the Second receipt of such First Offeror's Notice, to purchase shares of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth thereinand at the same price at which such selling Management Holder is proposing to transfer such shares or other securities to such Third Party. The purchase of any such shares or other securities by the Company shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than be settled within ten (10) days after delivery Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the selling Management Holder on substantially the same terms and conditions as contained in the First Offeror's Notice (provided that if the terms of payment involve consideration other than cash, the Board of Directors of the Company Noticeshall determine, in good faith and at on a reasonable basis, the fair market value of such time consideration and such fair market value shall be the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased price payable in cash by the Company, each certificate to be properly endorsed for transfer). The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of In the Company’s Common Stock. Notwithstanding anything to event that the contrary contained in Sections 2.2 and 2.3, Company does not accept the offer set forth in the event a Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i), the termination of the USV Rights pursuant to Section 2.2(c)(iiFirst Offeror's Notice within ten (10) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), upon any such proposed Transfer (i) the Company shall have the initial purchase right to such Key Holder Stock and (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt of any such Notice described in Section 2.1; provided, that pursuant to Section 3.8 of the Investor Rights Agreement, in the event the Company elects not to exercise any right of first refusal as set forth herein the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwiseBusiness Days, the Company shall, unless otherwise prohibited by applicable lawthe last day of such period, assign such right give written notice of first refusal or right that fact to all of first the Preferred Holders (the "SECOND OFFEROR'S NOTICE"). If the Company does not timely accept the offer to each Major Investor (as defined set forth in the Investor Rights Agreement)First Offeror's Notice to purchase all of such Stock, then the selling Management Holder shall comply with Section 3.3 as provided below.

Company Right of First Refusal. In the event that Foundation, USV and KPCB do not elect to purchase all of the Key Holder Stock described in the Notice pursuant to Section 2.2, the Key Holder shall promptly give written notice a proposed Transfer of Securities by a Stockholder (or its successors or assigns) (the “Second NoticeTransferor”) ), other than as permitted in Section 3.5 hereto, the Transferor shall first submit a written offer to sell such Securities to the Company at the same price per Security and each of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV or KPCB. The Company shall then have the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of the Second Notice, to purchase shares of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth thereinoffered by a bona fide purchaser of such Securities and also provide the Company with the executed purchase agreement, if any, with the proposed bona fide purchaser of such Securities. The Such written offer to the Company shall effect continue to be a binding offer to sell such Securities in whole or in part until (1) rejected by the purchase Company, in writing; or (2) the expiration of the Key Holder Stock, including payment a period of the purchase price, not more than ten sixty (1060) days after delivery of the Company Notice, and at such time the Key Holder shall deliver written offer to the Company unless the certificate(sCompany has provided written notice of the acceptance of such offer in whole or in part on or prior to such date, whichever shall first occur. Every written offer submitted in accordance with the provisions of this Section 3.2 shall specifically name the Person(s) representing to whom the Key Holder Stock Transferor intends to Transfer the Securities, the number of Securities which it or he intends so to Transfer to each Person and the price per Security and other terms upon which each intended Transfer is to be purchased made. To the extent that the price per Security includes any non-cash consideration, the price per Security payable by the CompanyCompany shall equal the Fair Market Value of the noncash consideration plus any cash consideration. For purposes of this Section 3.2, each certificate “Fair Market Value” shall be the market value of such noncash consideration as determined by an independent appraiser mutually agreeable to the Company and the Transferor. The cost of such appraisal shall be properly shared equally by the Company and the Transferor. All Transfers to the Company hereunder shall be consummated contemporaneously at the offices of the Company on a mutually satisfactory business day as soon as practicable once the Company agrees in writing to purchase the Securities. The delivery of certificates or other instruments evidencing such Securities, duly endorsed for transfer. The Key Holder Stock so purchased Transfer, shall thereupon be cancelled and cease to be issued and outstanding shares made on such date against payment of the Company’s Common Stockpurchase price for such Securities. Notwithstanding anything the foregoing, this Section 3.2 shall not apply to the contrary contained in Sections 2.2 and 2.3Transfers made after July 21, in the event a Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i), the termination of the USV Rights pursuant to Section 2.2(c)(ii) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), upon any such proposed Transfer 2018 by (i) Xxxx Capital Venture Fund 2014, L.P. or any Affiliate thereof (the Company shall have the initial purchase right to such Key Holder Stock and “Series E Investor”), (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer of the Company Mastercard or any Affiliate thereof, (the “Company Notice”iii) and delivered to the Key CDPQ or any Affiliate thereof, or (iv) Temasek or any Affiliate thereof, or (v) any Senior Preferred Holder, Redeemable Preferred Holder within a thirty (30) day period following the receipt of or Convertible Common Holder or any such Notice described in Section 2.1; provided, that pursuant to Section 3.8 of the Investor Rights AgreementAffiliate thereof, in each case as long as such Transfers comply with Section 1 herein. Notwithstanding the event the Company elects foregoing, this Section 3.2 shall not apply to exercise Transfers made after December 27, 2020 by Capital Group or any right of first refusal Affiliate thereof as set forth herein the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwise, the Company shall, unless otherwise prohibited by applicable law, assign long as such right of first refusal or right of first offer to each Major Investor (as defined in the Investor Rights Agreement)Transfers comply with Section 1 herein.

Company Right of First Refusal. In the event that Foundation, Foundation and USV and KPCB do not elect to purchase all of the Key Holder Stock described in the Notice pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) to the Company and each of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV Foundation or KPCBUSV. The Company shall then have the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of the Second Notice, to purchase shares of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. The Company shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in the event a Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i), ) and the termination of the USV Rights pursuant to Section 2.2(c)(ii) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), upon any such proposed Transfer (i) the Company shall have the initial purchase right to such Key Holder Stock and (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt of any such Notice described in Section 2.1; provided, that pursuant to Section 3.8 of the Investor Rights Agreement, in the event the Company elects not to exercise any right of first refusal as set forth herein the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwise, the Company shall, unless otherwise prohibited by applicable law, assign such right of first refusal or right of first offer to each Major Investor (as defined in the Investor Rights Agreement).

Company Right of First Refusal. In the event that Foundation, USV The Stockholder hereby unconditionally and KPCB do not elect to purchase all of the Key Holder Stock described in the Notice pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) irrevocably grants to the Company a Right of First Refusal to purchase any and each all Shares the Stockholder proposes to sell in a Permitted Sale during the Initial Period (any such purchase, a “ROFR Purchase”). To exercise its Right of First Refusal, the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV Company (or KPCB. The Company shall then have the right, exercisable upon its permitted transferee or assign) must deliver an irrevocable written notice to the Key Holder Stockholder within ten days (including Saturdays and Sundays, but excluding days on which banking institutions in the State of New York are authorized or obligated by law or executive order to close) after the date of delivery of the Sale Notice (determined in accordance with Section 13.1 hereof) (such date of delivery of the Sale Notice, the “Sale Notice Delivery Date”). The closing of the Permitted Sale or ROFR Purchase, as applicable, shall take place, and all payments from the Proposed Purchaser or the Company Notice”(or its permitted transferee or assign), as applicable, shall have been delivered to the Stockholder, by the later of (a) within ten the date specified in the Sale Notice and (10b) fifteen (15) business days after the delivery Sale Notice Delivery Date, and any proposed Permitted Sale for which the Company did not exercise its Right of the Second Notice, to purchase shares of the Key Holder Stock First Refusal and that is not consummated by such date shall require a new Sale Notice and again be subject to the Second Notice and on Company’s Right of First Refusal in accordance with this Section 4.3(c). At or before the same terms and conditions as set forth therein. The Company shall effect closing of a ROFR Purchase, the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time the Key Holder Stockholder shall deliver or cause to be delivered to the Company the certificate(s(or its permitted transferee or assign) representing the Key Holder Stock to be purchased by the Companya stock certificate or certificates, each certificate to be properly endorsed for transfer. The Key Holder Stock so , representing the Shares being purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3(or, in the event a Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i), the termination of the USV Rights pursuant to Section 2.2(c)(ii) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), upon any such proposed Transfer (i) the Company shall have the initial purchase right to such Key Holder Stock and (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt case of any Shares that are not represented by certificates, such Notice described in Section 2.1; provided, that pursuant documentation as is necessary to Section 3.8 of the Investor Rights Agreement, in the event the Company elects not to exercise any right of first refusal as set forth herein the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwise, the Company shall, unless otherwise prohibited by applicable law, assign effect such right of first refusal or right of first offer to each Major Investor (as defined in the Investor Rights Agreementtransfer).