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subject matter hereof. 5.5 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. 5.6 Severability. If any provision o
days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3. 3.4 Exceptions. The right of first offer contained in this Section 3 shall not apply to issuances by the Company (i) o
Holders. WEST \ 240047063 6 8 EFTA00298915 (e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York as such laws are applied to agreements between New York residents entered into and to be performed entirely within New York without regard to confl
e shares of Series A Preferred Stock pursuant to the Purchase Agreement, the Company and the Common Holder desire to enter into this Agreement with the Major Investors. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises herein contained, and other consideration, the receipt and adequacy of which he
future holder of the securities purchased hereunder. 8.2 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of New York, without reference to principles of choice of law. 8.3 Survival. Unless otherwise set forth in this Agreement, the representations, warranties cov
days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3. 3.4 Exceptions. The right of first offer contained in this Section 3 shall not apply to issuances by the Company (i) o
Entities connected to both the State of New York and the Major Investors

Jeffrey Epstein
PERSON
New York
LOCATION
Eric Holder
PERSONSouthern Trust Company
ORGANIZATION
George Mitchell
PERSON
Exchange
ORGANIZATIONthe Common Stock
ORGANIZATIONJonathan Leitersdorf
PERSONIncorporation
ORGANIZATIONAdFin Solutions
ORGANIZATIONMatt Oshinsky
PERSONEast Palo Alto
LOCATION
David J. Mitchell
PERSONFirst Refusal
ORGANIZATIONRegistrable
ORGANIZATIONJeanne Houweling
PERSONthe United States Securities and Exchange Commission
LOCATIONthe Series A Stock
ORGANIZATIONRichard Kirshenbaum
PERSONthe Board of Directors of
ORGANIZATION