Epstein Secrets

med. RESOLVED FURTHER: That the proper officers of the Company are, and each hereby is, authorized and directed (i) to seek stockholder approval of the Restated Certificate, and once the requisite stockholder approval has been obtained, (ii) to execute, verify and file with the Delaware Secretary of State such Restated

nt, in substantially the form attached hereto as Exhibit B (the "ROFR and Co-Sale Agreement Amendment"), which amends the Right of First Refusal and Co-Sale Agreement dated September 16, 2013 to provide for any matters subject to approval of the Board, including at least one of the Series AA directors,

ck to permit the conversion of the Shares, and such shares of Common Stock (the "Conversion Shareq"), upon issuance in accordance with the terms of the Restated Certificate, will be duly authorized, validly issued, fully paid and non-assessable and will be free of any liens or encumbrances, other than restrictions on t

e such Subsequent Purchaser), the Investors' Rights Agreement attached hereto as Exhibit 1D (the "Rights Agreement"), the Right of First Refusal and Co-Sale Agreement attached hereto as Exhibit E (the "Co-Sale Agreement") and the Voting Agreement attached hereto as Exhibit F (the "Voting Agreement") and

ck to permit the conversion of the Shares, and such shares of Common Stock (the "Conversion Shareq"), upon issuance in accordance with the terms of the Restated Certificate, will be duly authorized, validly issued, fully paid and non-assessable and will be free of any liens or encumbrances, other than restrictions on t

e such Subsequent Purchaser), the Investors' Rights Agreement attached hereto as Exhibit 1D (the "Rights Agreement"), the Right of First Refusal and Co-Sale Agreement attached hereto as Exhibit E (the "Co-Sale Agreement") and the Voting Agreement attached hereto as Exhibit F (the "Voting Agreement") and