Common use of Exercise by the Investors Clause in Contracts

Exercise by the Investors. (a) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3, then, each Eligible Investor who has not exercised its Right of First Refusal pursuant to Section 3.2 or Section 3.3 (a “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”), on the same terms and conditions as specified in the Transfer Notice, to the extent described in Section 4.1(b). To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.1. (b) Each Selling Investor shall be entitled to sell up to its pro rata share of the Residual Shares, which shall be equal to the product obtained by multiplying (x) the number of Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) held on the date of the Transfer Notice by such Selling Investor and (ii) the denominator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) held on the date of the Transfer Notice by Seller and the Selling Investors (“Pro Rata Co-Sale Share”). (c) Within ten days after the expiration of the Initial Exercise Period, Seller shall give written notice to the Company and each Selling Investor specifying the number of Residual Shares to be sold by each Selling Investor exercising its Right of Co-Sale (the “Co-Sale Confirmation Notice”).

Exercise by the Investors. (a1) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 33 hereof, then, each Eligible Investor who has not exercised its Right of First Refusal pursuant to Section 3.2 or Section 3.3 3.B (a “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”), ) on the same terms and conditions as specified in the Transfer Notice, to the extent described in Section 4.1(b). To exercise its rights hereunder, each Each Co-Sale Eligible Investor exercising its rights under this Section 4.A (a “Selling Investor”) must have provided provide a written notice to Seller within the Initial Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.1.4.A. (b2) Each If the aggregate number of shares that the Selling Investors desire to sell (as evidenced by written notices delivered to Seller by such Selling Investor) exceeds the number of Residual Shares, each Selling Investor shall will be entitled to sell up to its pro rata share of the Residual Shares, Shares which shall be that number of Residual Shares equal to the product obtained by multiplying (x) the number of Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) Conversion Shares held on the date of the Transfer Notice by such Selling Investor and (ii) the denominator of which shall be the sum of (A) the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) held on the date of the Transfer Notice by Seller and (B) the number of Conversion Shares held on the date of the Transfer Notice by all Selling Investors (“Pro Rata Co-Sale Share”). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c3) Within ten days (10) Days after the expiration of the Initial Exercise Period, Seller shall will give written notice to the Company and each Selling Investor specifying the number of Residual Shares to be sold by each Selling Investor exercising its Right of Co-Sale (the “Co-Sale Confirmation Notice”). The Co-Sale Confirmation Notice shall also specify the number of Residual Shares not being sold by the Selling Investors, if any, pursuant to Section 4 hereof (the “Unsubscribed Residual Shares”) and shall list each Participating Co-Sale Investor’s (as defined in Section 4.B hereof) Subsequent Pro Rata Co-Sale Share (as described in Section 4.B) of any such Unsubscribed Residual Shares.

Exercise by the Investors. (ai) Subject to The Investors and their affiliated assignees have the limitations of this Section 4, to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3, then, each Eligible Investor who has not exercised its Right of First Refusal pursuant to Section 3.2 or Section 3.3 (a “Co-Sale Eligible Investor”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant purchase up to their respective Rights pro rata share of First Refusal (“Residual Shares”), the Transferred Shares on the same terms and conditions as specified set forth in the Transfer Notice, provided that each Investor so electing gives written notice of the exercise of such right to the extent described in Section 4.1(bSeller within thirty (30) days after the date on which the Transfer Notice is given to such Investor (the “Refusal Period”). To exercise its rights hereunderFor purposes of this Section 3(a)(i), each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within the Initial Exercise Period indicating ’s pro rata share shall be the number of shares it holds that it wishes to sell pursuant to this Section 4.1. (b) Each Selling Investor shall be entitled to sell up to its pro rata share of the Residual Shares, which shall be equal to the product obtained Transferred Shares multiplied by multiplying (x) the number of Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of shares of Common Stock Ordinary Shares (assuming conversion of all Preferred Stock and Convertible Securities securities then outstanding that are convertible into Common StockOrdinary Shares) held owned by such Investor on the date of the Transfer Notice by such Selling Investor and (ii) the denominator of which shall be the number of shares of Common Stock Ordinary Shares (assuming conversion of all Preferred Stock and Convertible Securities securities then outstanding that are convertible into Common StockOrdinary Shares) held by all Investors on the date of the Transfer Notice. (ii) In the event that any Investor elects not to purchase its full pro rata share of the Transferred Shares available to it pursuant to its rights under Section 3(a)(i) above within the Refusal Period, then the Seller shall promptly give a written notice (the “Overallotment Notice”) to each of the Investors that has elected to purchase its full pro rata share (the “Fully Participating Investors”), which notice shall set forth the number of the Transferred Shares not purchased by the other Investors (such shares, the “Overallotment Shares”), and shall offer the Fully Participating Investors the right to purchase up to its pro rata share of the Overallotment Shares. Each Fully Participating Investor shall have fifteen (15) days after delivery of the Overallotment Notice (the “Overallotment Refusal Period”) to deliver a written notice to the Seller of its election to purchase up to its pro rata share of the Overallotment Shares on the same terms and conditions as set forth in the Transfer Notice. For purposes of this Section 3(a)(ii), each Fully Participating Investor’s pro rata share shall be the number of the Overallotment Shares multiplied by a fraction, the numerator of which shall be the number of Ordinary Shares (assuming conversion of all securities then outstanding that are convertible into Ordinary Shares) owned by such Fully Participating Investor on the date of the Transfer Notice by Seller and the Selling denominator of which shall be the total number of Ordinary Shares (assuming conversion of all securities then outstanding that are convertible into Ordinary Shares) owned by all Fully Participating Investors on the date of the Transfer Notice. Within five (“Pro Rata Co-Sale Share”). (c5) Within ten days after the expiration of the Initial Exercise Overallotment Refusal Period, the Seller shall will give written notice to the Company and each Selling Investor specifying the number of Residual the Transferred Shares to be sold that was subscribed by each Selling Investor the Investors exercising its Right their Rights of Co-Sale First Refusal (the “Co-Sale Confirmation Notice”).

Exercise by the Investors. (a) Subject to the limitations of this Section 4, to To the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 35 hereof, then, then each Eligible Investor who has not exercised its Right of First Refusal pursuant to in Section 3.2 or Section 3.3 5 (a “Co"CO-Sale Eligible Investor”SALE ELIGIBLE INVESTOR") shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“Residual Shares”), on the same terms and conditions as specified in the Transfer Notice, up to its Co-Sale Share, by notifying the extent described Seller in Section 4.1(bwriting within ten (10) Business Days after the later of (1) delivery of the Confirmation Notice, or (2) the end of the Subsequent Refusal Period, as applicable (the "INITIAL CO-SALE PERIOD"). To exercise its rights hereunder; provided, each however, that no Co-Sale Eligible Investor shall have a Co-Sale Right in connection with any transfer set forth in Section 1.16 (a “Selling Investor”a) must have provided a written notice to Seller within the Initial Exercise Period indicating (e). The Co-Sale Eligible Investor shall indicate the number of shares of Stock it then holds that it wishes to sell pursuant to this Section 4.1. 6.1 (b) Each Selling Investor shall be entitled to sell up to its pro rata share the "SELLING INVESTOR SHARES"). To the extent that one or more of the Residual SharesCo-Sale Eligible Investors exercises their Rights of Co-Sale as described in this Section 6.1 (a "SELLING INVESTOR" for purposes of this Section 6), which shall be equal to the product obtained by multiplying (x) the number of Residual Offered Shares by (y) a fraction, (i) that the numerator of which Seller may sell in the Transfer shall be correspondingly reduced. If, after the end of the Initial Co-Sale Period, any Co-Sale Eligible Investors decline to participate in sales under this Section 6, then, within five (5) Business Days after the Initial Co-Sale Period, the Seller will notify the Selling Investors of the extent to which other Co-Sale Eligible Investors declined to exercise their Co-Sale Right (the "CO-SALE NOTICE"). The Selling Investors shall within ten (10) Business Days after delivery of the Co-Sale Notice (the "SUBSEQUENT CO-SALE PERIOD") notify the Seller of the additional Selling Investor Shares that such Selling Investor wishes to sell. If the aggregate amount of Selling Investor Shares proposed to be sold by Selling Investors under this Subsequent Co-Sale Period exceeds the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) held on Offered Shares stated in the date of the Transfer Notice by such Selling Investor and (ii) the denominator of which shall be Co-Sale Notice, the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) held on the date of the Transfer Notice by Seller and the Selling Investors (“Pro Rata Investor Shares that each Selling Investor may sell under this Subsequent Co-Sale Period shall be reduced pro rata according to each Selling Investor's Co-Sale Share”). . The sale of the Offered Shares and the Selling Investor Shares shall occur within twenty-five (c25) Within ten days after Business Days from the expiration beginning of the Initial Exercise Period, Seller shall give written notice to Co-Sale Period (the Company and each Selling Investor specifying the number of Residual Shares to be sold by each Selling Investor exercising its "CLOSING"). This Right of Co-Sale (shall not apply with respect to Offered Shares sold or to be sold to Eligible Investors or the “Co-Sale Confirmation Notice”)Company under the Right of First Refusal.