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    21 019153 6

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    21 019153 6

    Uploaded by

    Rithesh K
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    ty

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    0001628280-21-019153-6

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    ty

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    18 views1 page

    21 019153 6

    Uploaded by

    Rithesh K
    ty

    Copyright:

    © All Rights Reserved
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    (e) “Effective Time” means the time of the effectiveness of the filing of the Amended and Restated Certificate of

    Incorporation first setting forth this sentence with the Secretary of State of the State of Delaware.

    (f) “Family Member” means with respect to any natural person, the spouse, domestic partner, parents, grandparents,
    lineal descendants, siblings and lineal descendants of siblings (in each case whether by blood relation, adoption, marriage or domestic
    partnership) of such person.

    (g) “Final Conversion Date” means 5:00 p.m. in New York City, New York on the earliest to occur following the
    IPO of (i) the last Trading Day of the fiscal year following the seventh (7th) anniversary of the effectiveness of the registration statement in
    connection with the IPO or (ii) the date specified by the holders of a majority of the outstanding shares of Class B Common Stock.

    (h) “Founder” means Rathna Girish Mathrubootham.

    (i) “Incapacity” shall mean, with respect to an individual, that such individual is incapable of managing his or her
    financial affairs under the criteria set forth in the applicable probate code, that can be expected to result in death, or which has lasted or can
    be expected to last for a continuous period of not less than twelve (12) months as determined by a licensed medical practitioner. In the event
    of a dispute regarding whether an individual has suffered an Incapacity, no Incapacity of such individual will be deemed to have occurred
    unless and until an affirmative ruling regarding such Incapacity has been made by a court of competent jurisdiction.

    (j) “IPO” means the Company’s first firmly underwritten public offering pursuant to an effective registration
    statement under the Securities Act covering the offer and sale of Class A Common Stock where the Class A Common Stock and Class B
    Common Stock are each a “covered security” as described in Section 18(b) of the Securities Act.

    (k) “Liquidation Event” means (i) any Asset Transfer or Acquisition in which cash or other property is, pursuant to
    the express terms of the Asset Transfer or Acquisition, to be distributed to the stockholders in respect of their shares of capital stock in the
    Company or (ii) any liquidation, dissolution and winding up of the Company; provided, however, for the avoidance of doubt, compensation
    pursuant to any employment, consulting, severance or other compensatory arrangement to be paid to or received by a person who is also a
    holder of Class A Common Stock or Class B Common Stock does not constitute consideration or a “distribution to stockholders” in respect
    of the Class A Common Stock or Class B Common Stock.

    (l) “Parent” of an Entity means any Entity that directly or indirectly owns or controls a majority of the voting power
    of the voting securities or interests of such Entity.

    (m) “Permitted Entity” means, with respect to a Qualified Stockholder, any Entity in which such Qualified
    Stockholder directly, or indirectly through one or more Permitted Entities or Permitted Transferees, has sole dispositive power and exclusive
    Voting Control (or, if the Qualified Stockholder is the Founder, shared dispositive power and exclusive Voting Control with one or more
    Family Members of such Founder) with respect to all shares of Class B Common Stock held of record by such Entity.

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