The Distribution Agreement was renewed and extended for a one-year
term through December 31, 2022, and thereafter may be renewed and extended for successive one-year terms upon the mutual agreement of each party.
Registration Rights Agreement
In connection with our
IPO, we entered into the Registration Rights Agreement with Verlinvest, RW VC S.a.r.l, and certain of our other stockholders, pursuant to which such investors have certain demand rights, short-form registration rights and piggyback registration
rights from us, subject to customary restrictions and exceptions. All fees, costs and expenses of registrations, other than underwriting discounts and commissions, are expected to be borne by us. The Registration Rights Agreement does not provide
for any maximum cash penalties or any penalties connected with delays in registering our common stock.
Investor Rights Agreement
In connection with our IPO, we entered into an Investor Rights Agreement pursuant to which certain of our stockholders have the right to nominate directors for
election to our Board for so long as such stockholder beneficially owns a specified percentage of our outstanding capital stock. Pursuant to the terms of the Investor Rights Agreement, (i) Verlinvest is entitled to nominate (a) three
directors for election to our Board for so long as it holds, directly or indirectly, 35% or more of our outstanding common stock, (b) two directors for election to our Board for so long as it holds, directly or indirectly, less than 35% but at
least 25% of outstanding common stock, and (c) one director for election to our Board for so long as it holds, directly or indirectly, less than 25% but at least 15% of our outstanding common stock; (ii) Michael Kirban, our co-founder, Co-Chief Executive Officer and Chairman, is entitled to nominate (a) two directors for election to our Board for so long as he holds, directly or indirectly,
together with his affiliates and certain permitted transferees, at least 2.5% or more of our outstanding common stock, and (b) one director for election to our Board until the later of such time as Mr. Kirban (a) ceases to be employed
by the Company and (b) together with his affiliates and certain permitted transferees, beneficially owns, directly or indirectly, less than 1% of our outstanding common stock; and (iii) Ira Liran, our
co-founder and member of our Board, is entitled to nominate one director for election to our Board from time to time and until the later of such time as Mr. Liran (a) ceases to be employed by the
Company and (b) together with his affiliates and certain of his permitted transferees, beneficially owns, directly or indirectly, less than 1% of our outstanding common stock.
Furthermore, each of Verlinvest, Michael Kirban and Ira Liran shall have the sole right to request that one or more of their respective designated directors,
as applicable, tender their resignations as directors of the Board, in each case, with or without cause at any time, by sending a written notice to such director and the Companys Secretary stating the name of the director or directors whose
resignation from the Board is requested (the Removal Notice). If the director subject to such Removal Notice does not resign within thirty (30) days from receipt thereof by such director, Verlinvest, Michael Kirban and Ira Liran, as
holder of Common Stock, the Company and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Companys stockholders shall thereafter take all necessary action, including voting
in accordance with the Investor Rights Agreement to cause the removal of such director from the Board (and such director shall only be removed by the parties to the Investor Rights Agreement in such manner as provided).
Pre-IPO Shareholders Agreement
Prior to the IPO, we were a party to the Third Amended and Restated Shareholders Agreement, dated as of January 15, 2021, or the Pre-IPO Shareholders Agreement, among us and certain of our stockholders, including our Founders, Verlinvest, and RW VC S.a.r.l., and certain of our other executive officers and directors, providing
for, among others, rights of first refusal, drag-along rights, rights to distribution and rights to nominate directors for election to our Board. In July 2021, we and RW VC S.a.r.l. entered into a waiver to the
Pre-IPO Shareholders Agreement pursuant to which RW VC S.a.r.l. agreed to forfeit all remaining rights to designate a director to our Board. In connection with the closing of the IPO, the Pre-IPO Shareholders Agreement was replaced by the Registration Rights Agreement and the Investor Rights Agreement, each as described in more detail above.
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