Amended and Restated Investors Rights Agreement, dated April 13, 2017, by and among the registrant and the investors and founders named therein

1.         Definitions.

1.1       Certain Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:

2.       Registration Rights.

2.1    Requested Registration. 

2.2    Company Registration. 

2.3    Registration on Form S-3. 

2.4    Expenses of Registration.  All Registration Expenses incurred in connection with registrations pursuant to Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 2.1 or Section 2.3, as applicable; provided, however, in the event that at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1 or Section 2.3, as applicable. All Selling Expenses relating to

securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered.

2.5    Registration Procedures.  In the case of each registration effected by the Company pursuant to Section 2, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its commercially reasonable efforts to:

2.6    Indemnification. 

2.7    Information by Holder.  Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Section 2.

2.8    Restrictions on Transfer. 

2.9    Rule 144 Reporting.  With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

2.10    Market Stand-Off Agreement.  Each Holder hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company then held, as of immediately prior to the effective time of the Initial Public Offering, by such Holder (excluding those included in the registration and excluding any shares subsequently purchased by such Holder) during the one hundred eighty (180) day period following the effective date of a registration statement of the Company filed under the Securities Act with respect to the Initial Public Offering (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, not to exceed 210 days in any event, provided that: all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S‑8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future, and shall apply only to the Initial Public Offering. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8 hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply (i) first, pro rata to all of the Registrable Securities held by Major Senior Preferred Investors and then (ii) pro rata to all other Holders subject to such agreements, based on the number of shares subject to such agreements.

2.11    Delay of Registration.  No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.12    Transfer or Assignment of Registration Rights.  The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be transferred or assigned to (a) a transferee or assignee who acquires at least twenty-percent (20%) of the Registrable Securities then held by the transferring Holder; (b) an Affiliate, or to a partner or member, or a former partner or member, of the transferring Holder; or (c) the transferring Holder’s Family Members, or trust for the benefit of such Holder or such Family Members; provided, however, that (i) the transferor or assignee shall furnish to the Company written notice of the name and address of such transferee or assignee and the total number of Registrable Securities with respect to which such registration rights have been transferred or assigned, and (ii) such transferee or assignee shall agree in writing to be subject to all of the terms, conditions, and restrictions set forth in this Agreement, including, without limitation, the provisions of Section 2.10 and this Section 2.12. For purposes of determining the number of Registrable Securities held by a transferee or assignee, the holdings of transferees or assignees of a partnership or a limited liability company who are affiliates (including without limitation, investment funds affiliated therewith), partners or members, or former partners or former members, of such partnership or limited liability company (including spouses and ancestors, lineal descendants, and siblings of such partners or members, or spouses who acquire Registrable Securities by gift, will, or intestate succession) shall be aggregated together with the partnership or limited liability company, as the case may be; provided that all assignees who would not qualify individually for assignment of registration rights hereunder shall have a single

attorney-in-fact for the purpose of exercising any such rights, receiving notices or taking any action under this Section 2.

2.13    Termination of Registration Rights.  The right of any Holder to request registration or inclusion in any registration pursuant to Sections 2.1, 2.2 or 2.3 shall terminate on the earlier of (i) such date, on or after the closing of the Company’s first registered public offering of Common Stock, on which all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period and (ii) three (3) years after the closing of the Initial Public Offering.

3.    Information Covenants of the Company.  The Company hereby covenants and agrees, as follows:

3.1    Inspection Rights.  The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Investor.

3.2    Financial Information.  The Company will furnish electronically to each Major Investor:

3.3    Confidentiality.  Each Major Investor agrees, severally and not jointly, to use the same degree of care as such Major Investor uses to protect its own confidential information for any information obtained pursuant to Section 3.1 or Section 3.2 hereof which the Company identifies in writing as being proprietary or confidential and such Major Investor acknowledges that it will not, unless otherwise required by law or the rules of any national securities exchange, association or marketplace, disclose such information (other than to such Major Investor’s employees, advisors and representatives to the extent reasonably necessary to monitor such Major Investor’s investment in the Company, so long as such persons are bound by fiduciary duties, confidentiality obligations or otherwise prohibited from disclosing such information to third parties) without the prior written consent of the Company except

such information that (a) was in the public domain prior to the time it was furnished to such Investor, (b) is or becomes (through no willful improper action or inaction by such Investor) generally available to the public, (c) was in its possession or known by such Major Investor prior to receipt from the Company, (d) was rightfully disclosed to such Major Investor by a third party without an obligation of confidentiality to the Company with respect to such information or (e) was independently developed without any use of the Company’s confidential information. Notwithstanding the foregoing, each Major Investor that is a limited partnership or limited liability company may disclose such proprietary or confidential information to any former partners or members who retained an economic interest in such Major Investor, current or prospective partner of the partnership or any subsequent partnership under common investment management, limited partner, general partner, member or management company of such Major Investor (or any employee or representative of any of the foregoing) (each of the foregoing persons, a “Permitted Disclosee”) or legal counsel, accountants or representatives for such Major Investor. Furthermore, nothing contained herein shall prevent any Major Investor or any Permitted Disclosee from (i) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Major Investor or Permitted Disclosee does not, except as permitted in accordance with this Section 3.3, disclose or otherwise make use of any proprietary or confidential information of the Company in connection with such activities, or (ii) making any disclosures required by law, rule, regulation or court or other governmental order.

3.4    Termination of Covenants.  All covenants of the Company contained in this Section 3 shall expire and terminate as to the Major Investors upon the earliest to occur of the following: (i) the consummation of the Qualified IPO; (ii) the date on which the Company becomes subject to the reporting requirements of the Exchange Act; or (iii) upon the consummation of a Change of Control in which the consideration received by the Major Senior Preferred Investors is in the form of cash and/or marketable securities. The provisions of this Section 3 may be amended, waived, discharged or terminated only by a written instrument signed by (A) the Company, (B) Major Investors holding a majority of the Shares then held by such Major Investors, and (C) Major Senior Preferred Investors holding a majority of the Shares then held by such Major Senior Preferred Investors.

4.    Right of First Offer. 

4.1    Right of First Offer.  The Company hereby grants to each Major Investor the right of first offer to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which

the Company may, from time to time, propose to sell and issue after the date of this Agreement. The Major Investor’s pro rata share, for purposes of this right of first offer, is equal to the ratio of (a) the number of shares of Common Stock owned by such Major Investor immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options, and warrants held by said Major Investor), to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise or conversion of all outstanding convertible securities, rights, options and warrants, and including shares reserved under the 2011 Stock Plan). Each Major Investor shall have a right of over-allotment such that if any Major Investor fails to exercise its right hereunder to purchase its full pro rata share of New Securities, the other Major Investors may purchase the non-purchasing Major Investor’s portion on a pro rata basis among such fully participating Major Investors who wish to purchase some of the unsubscribed shares. This right of first offer shall be subject to the following provisions:

5.Drag-along Right.

5.1Drag-along Right.  If the Company’s board of directors and holders of a majority of the outstanding shares of Series A Preferred Stock  (the “Initiating Sellers”) agree to (a) the acquisition of the Company by another entity by means of a merger, consolidation or bona fide sale of securities resulting in the exchange of the outstanding shares of the Company for securities or consideration issued by the acquiring corporation that results in the transfer of more than 50% of the outstanding voting power of the Company or (b) the sale of all or substantially all of the Company’s assets (any such transaction a “Change of Control Transaction”), then each holder of Class B Common Stock hereby agrees: (i) to vote all shares held by such stockholder in favor of such merger, consolidation or sale on the same terms and conditions as approved by the Initiating Sellers; (ii) to sell pursuant to such transaction all Company securities held by such stockholder; and (iii) to take any such other actions, including the timely delivery of documents and instruments, as may be required to effect such sales, in each case subject to the following conditions:

5.2Restrictive Legend.  Each certificate representing any of shares of Class B Common Stock subject to this Agreement shall be marked by the Company with a legend reading substantially as follows:

6.    Additional Covenants. 

6.1    Restrictions on Founder Transfers.  So long as at least twenty-five percent (25%) of the shares of Senior Preferred Stock issued pursuant to the Purchase Agreement, the Series D Preferred Stock Purchase Agreement dated December 23, 2013 among the Company and those Investors listed on the Schedule of Investors thereto, as amended, the Series C Preferred Stock Purchase Agreement dated February 12, 2013 among the Company and those Investors listed on the Schedule of Investors thereto, as amended, the Series B Preferred Stock Purchase Agreement dated December 22, 2011 among the Company and those Investors listed on the Schedule of Investors thereto or the Series A Preferred Stock Purchase Agreement dated April 15, 2011, among the Company and those Investors listed on the Schedule of Investors thereto are outstanding (as may be adjusted from time to time for stock splits, dividends, recapitalizations and the like), Founder and his Affiliates (including Cocolalla, LLC) (collectively, “Seller”) shall not Transfer any shares of the Company’s capital stock (the “Covered Securities”) without the prior written consent of the Investors holding a majority of the outstanding shares of Senior Preferred Stock (the “Requisite Holders”). For purposes of this Agreement, “Transfer” means any sale, assignment, encumbrance, hypothecation, hedging transaction, sale of a derivative security, pledge, or other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly, except: (i) any transfer of Covered Securities by Seller for estate planning purposes, including any transfers of Covered Securities by Seller to Seller’s spouse, ex-spouse, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse of any child, adopted child, grandchild or adopted grandchild of Seller, or to a trust or trusts for the exclusive benefit of Seller or the foregoing members of Seller’s family or transfers of Covered Securities by Seller by devise or descent, provided that the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Seller; (ii) any bona fide gift to a charitable or religious organization by Seller, provided that the transferee or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Seller; or (iii) up to an aggregate of twenty percent (20%) of the Covered Securities (as may be adjusted from time to time for stock splits, dividends, recapitalizations and the like) held by Seller as of April 15, 2011. For purposes of this Agreement, “Transfer Notice” means a written notice delivered to the Company and each Co-Sale Eligible Investor (as defined below) stating: (i) Seller’s bona fide intention to Transfer Covered Securities; (ii) the name and address of each proposed purchaser or other transferee; (iii) the aggregate number of Covered Securities proposed to be Transferred to each proposed transferee; (iv) the bona fide cash price or, in reasonable detail, other consideration for which Seller proposes to Transfer the Covered Securities; and (v) all other material terms relating to the Transfer, if any.

6.2    Right of Co-Sale.  To the extent the Requisite Holders authorize a Transfer of the Covered Securities (the “Residual Shares”), then each Major Senior Preferred Investor (a “Co-Sale Eligible Investor”) shall have the right to participate in such Transfer of the Residual Shares on the same terms and conditions as specified in the Transfer Notice. To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within ten (10) business days after receiving the Transfer Notice indicating the number of shares it holds that it wishes to sell pursuant to this Section 6.2 (the “Election Notice”).

6.3    Prohibited Transfers. 

6.4    Insider Trading Restrictions.  In the event the Company adopts an insider trading policy, and a Holder or an affiliate of Holder is or becomes a member of the Board, such Holder or affiliate will agree to be bound by the terms and conditions of such insider trading policy, which shall include, without limitation, permitted and prohibited trading windows.

6.5    Compensation Committee.  The Board shall maintain a compensation committee (the “Compensation Committee”), which shall be comprised of members of the Board other than the Founder, and will include the directors elected by the holders of Series A Preferred Stock (the “Series A Director”) and the holders of Series D Preferred Stock (the “Series D Director”). The Company shall not amend or enter into any material compensation arrangement following the date of this Agreement without the approval of the Compensation Committee.

6.6    Related Party Transactions.  The Company shall not enter into any agreement with any stockholder, officer or director of the Company, or any affiliate of such persons, including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, without the consent of a majority of the members of the Board having no interest in such agreement or arrangement.

6.7    Directors and Officers Insurance.  The Company shall maintain a director and officer insurance policy from a nationally recognized insurance company in such amount and on such terms and conditions as are acceptable to the Board, including the Series A Director and the Series D Director.

6.8    Indemnification Matters.  The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Amended and Restated Certificate of Incorporation or Bylaws (as may be amended and/or restated from time to time) or any agreement between the Company and such Fund Director, without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent

of such advancement or payment to all of the rights of recovery of such Fund Director against the Company. Within 60 days of the date hereof, the Company will enter into a customary form of indemnification agreement that indemnifies each Fund Director (and each Investor that such Fund Director is affiliated with that has invested in the Company), which includes the foregoing covenant.

6.9    Exercise of Drag-along Right.  So long as TPG and BlackRock are Major Investors, the Initiating Sellers agree that the drag-along right referenced in Section 5.1 will not be exercised unless the Change of Control Transaction has also been approved by each of TPG and BlackRock.

6.10    Termination of Additional Covenants.  The covenants set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7 and 6.8 shall terminate upon the earlier of: (i) the closing date of the Company’s Initial Public Offering or (ii) the closing date of a Change of Control, in which the consideration received by the Investors is in the form of cash and/or marketable securities.

7.Miscellaneous. 

7.1Amendment.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by (i) the Company, (ii) Investors holding a majority of the Common Stock issuable or issued upon conversion of the Series 1 Preferred Stock and (iii) Investors holding a majority of the Common Stock issuable or issued upon conversion of the Senior Preferred Stock and, solely with respect to amendment to Section 5 hereof, the Stockholders holding a majority of the shares of Class B Common Stock held by all Stockholders; provided, however, that Investors purchasing shares of Series D-2 Preferred Stock in a Subsequent Closing (as defined in the Purchase Agreement) may become parties to this Agreement, by executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Investor, provided however further, that this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor unless such amendment, termination or waiver applies to all Investors, as the case may be, in the same fashion. Notwithstanding the foregoing, (x) the provisions of Sections 4.1(f), 6.5, 6.7, 6.8 and 6.9 may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each of TPG and BlackRock and (y) the provisions of Sections 1.1(o), 1.1(p), 2.1, 2.10 and 3 may not be amended or the observance of any term thereof waived (either generally or in a particular instance and either retroactively or prospectively) in a manner that is adverse to BlackRock without the written consent of BlackRock.

7.2Notices.  All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, e-mailed, mailed, or delivered to each party as follows: (i) if to a Holder, at such Holder’s address, facsimile number or e-mail address set forth in the Company’s records, or at such other address, facsimile number or e-mail address as such Investor shall have furnished the Company in writing, or (ii) if to the Company, at 772 East Utah Valley Drive, American Fork, Utah 84003, facsimile number: (801) 235-1600, Attn: Chief Executive Officer, or at such other address or facsimile number as the Company shall have furnished to the Holders in writing, with a copy to Patrick Schultheis, Wilson Sonsini Goodrich & Rosati, Professional Corporation, 701 Fifth Avenue, Suite 5100, Seattle, Washington 98104. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile or e-mail (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid. With respect to any notice given by the Company under any provision of the Delaware General Corporation Law or the Company’s charter or bylaws, each Investor agrees that such notice

may be given by facsimile or by electronic mail. In the event of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

7.3Governing Law.  This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.

7.4Successors and Assigns.  This Agreement, and any and all rights, duties and obligations hereunder shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. The rights of the Investor and the Stockholders set forth in this Agreement may be assigned (but only with all related obligations) to a transferee or assignee of the Investor’s shares of Preferred Stock or such Stockholder’s shares of Class B Common Stock, as the case may be, provided that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such rights are being assigned, (ii) such transferee agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) such transferee is not an actual or potential competitor of the Company, as determined in good faith by the Board. Notwithstanding the foregoing, each Investor may transfer its rights set forth in this Agreement without regard to the restriction in the foregoing sentence if the transferee is a constituent partner or member of the Investor, as the case may be, or an entity controlling, controlled by or under common control with such Investor.

7.5Entire Agreement.  This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein. The Prior Agreement is hereby amended and restated in its entirety and shall be of no further force or effect.

7.6Delays or Omissions.  Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

7.7Severability.  If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

7.8Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in

this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

7.9Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

7.10Telecopy Execution and Delivery.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

7.11Further Assurances.  Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

7.12Termination Upon Change of Control.  Notwithstanding anything to the contrary herein, this Agreement (excluding any then‑existing obligations) shall terminate upon a Change of Control in which the consideration received by the Investors is in the form of cash and/or marketable securities.

7.13Conflict.  In the event of any conflict between the terms of this Agreement and the Company’s Certificate of Incorporation, the terms of the Certificate of Incorporation will control.

7.14Aggregation of Stock.  All securities held or acquired by affiliated entities (including affiliated venture capital funds) or persons shall be aggregated together for purposes of determining the availability of any rights under this Agreement.

7.15Dispute Resolution.  Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in the State of Delaware, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with Section 7.3 hereof, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

7.16Waiver of Right of First Offer.  Effective and contingent upon the execution of this Agreement by (i) the Company, (ii) Major Investors holding a majority of the Shares then held by such Major

Investors, (iii) Major Senior Preferred Investors (as defined in the Prior Rights Agreement) holding a majority of the Shares then held by such Major Senior Preferred Investors) and (iv) GGV and TPG (together with such Major Investors and Major Senior Preferred Investors described in clauses (ii) and (iii) above, the “Requisite Parties”), the Requisite Parties hereby waive, on behalf of themselves and all other Major Investors, the rights of first offer and notice rights contained in Section 4.1 of the Prior Rights Agreement with respect to the sale and issuance of Series D-2 Preferred Stock (and the Common Stock issuable upon conversion thereof).