Common use of First Refusal Allotment Clause in Contracts

First Refusal Allotment. Each ROFR Rights Holder shall have the right to purchase that number of the Offered Shares, Series C Overallotment Shares, Series B Remaining Offered Shares, Series B Overallotment Shares, Series A Remaining Offered Shares, Series A Overallotment Shares, the Series Pre-A Remaining Offered Shares, Series Pre-A Overallotment Shares, Series Angel Remaining Offered Shares or remaining Offered Shares, as the case may be (the “First Refusal Allotment”), equivalent to the product obtained by multiplying the aggregate number of the Offered Shares, Series C Overallotment Shares, Series B Remaining Offered Shares, Series B Overallotment Shares, Series A Remaining Offered Shares, Series A Overallotment Shares, the Series Pre-A Remaining Offered Shares, Series Pre-A Overallotment Shares, Series Angel Remaining Offered Shares or remaining Offered Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by such ROFR Rights Holder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders or Series Angel Preferred Shareholders, as the case may be, at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected to participate in such right of first refusal purchase. A ROFR Rights Holder shall not have a right to purchase any of Series C Overallotment Shares, Series B Overallotment Shares, Series A Overallotment Shares or Series Pre-A Overallotment Shares, as the case maybe, unless it exercises its right of first refusal within the Series C First Refusal Period, the Series B First Refusal Period, Series A First Refusal Period or Series Pre-A First Refusal Period, as the case may be, to purchase up to all of its First Refusal Allotment of the Offered Shares, Series B Remaining Offered Shares, Series A Remaining Offered Shares or Series Pre-A Remaining Offered Shares, as the case may be. To the extent that any ROFR Rights Holder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Rights Holders shall, at the exercising ROFR Rights Holders’ sole discretion, within five (5) days after the end of the Series C First Refusal Period, Series B First Refusal Period, Series A First Refusal Period, Series Pre-A First Refusal Period or Series Angel First Refusal Period, as the case may be, make such adjustment to the First Refusal Allotment of each exercising ROFR Rights Holder so that any remaining Offered Shares may be allocated to those ROFR Rights Holders exercising their rights of first refusal on a pro rata basis.

First Refusal Allotment. Each ROFR Rights Series ABCD Holder shall have the right to purchase that number of the Offered Shares, Series C Overallotment Shares, Series B Remaining Offered Shares, Series B Overallotment Shares, Series A Remaining Offered Shares, Series A Overallotment Shares, the Series Pre-A Remaining Offered Shares, Series Pre-A Overallotment Shares, Series Angel Remaining Offered Shares or remaining Offered Shares, as the case may be Securities (the “Series ABCD First Refusal Allotment”), ) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares, Series C Overallotment Shares, Series B Remaining Offered Shares, Series B Overallotment Shares, Series A Remaining Offered Shares, Series A Overallotment Shares, the Series Pre-A Remaining Offered Shares, Series Pre-A Overallotment Shares, Series Angel Remaining Offered Shares or remaining Offered Shares, as the case may be, Securities by a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such ROFR Rights Series ABCD Holder at on the time date of the transaction Transfer Notice and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) owned by all Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders or Series Angel Preferred Shareholders, as ABCD Holders on the case may be, at the time date of the transaction who have the right of first refusal to purchase the applicable shares and have elected to participate in such right of first refusal purchaseTransfer Notice. A ROFR Rights Any Series ABCD Holder shall not have a right to purchase any of Series C Overallotment Shares, Series B Overallotment Shares, Series A Overallotment Shares or Series Pre-A Overallotment Shares, as the case maybe, Offered Securities unless it exercises its right of first refusal within the Series C First Refusal Period, the Series B First Refusal Period, Series A ABCD First Refusal Period or Series Pre-A First Refusal Period, as the case may be, to purchase up to all of its Series ABCD First Refusal Allotment of the Offered Shares, Series B Remaining Offered Shares, Series A Remaining Offered Shares or Series Pre-A Remaining Offered Shares, as the case may beSecurities. To the extent that any ROFR Rights Series ABCD Holder does not exercise its right of first refusal to the full extent of its Series ABCD First Refusal Allotment, the Selling Shareholder shall deliver a notice to each Series ABCD Holder who has fully exercised its right of first refusal in accordance with this Section 4.3 above (the “Series ABCD Re-allotment Notice”) promptly after the expiration of the Series ABCD First Refusal Period. Such Series ABCD Re-allotment Notice shall include all the information required in the Transfer Notice and shall additionally identify the portion of Offered Securities which the Series ABCD Holders have failed to purchase (the “Series ABCD Re-allocated Securities”). The exercising ROFR Rights Series ABCD Holders shall, at the exercising ROFR Rights Holders’ sole discretion, within five (5) days Business Days after the end receipt of the Series C ABCD Re-allotment Notice, exercise an additional right to purchase such Series ABCD Re-allocated Securities by notifying the Selling Shareholder in writing, provided, however, that if the exercising Series ABCD Holders desire to purchase in aggregate more than the number of such Series ABCD Re-allocated Securities, then each exercising Series ABCD Holder will be cut back by the Company with respect to its oversubscriptions to that number of the Series ABCD Re-allocated Securities equal to the lesser of (x) the number of Series ABCD Re-allocated Securities it proposes to purchase in excess of its Series ABCD First Refusal PeriodAllotment, and (y) the product obtained by multiplying (i) the number of the Series B First Refusal Period, Series A First Refusal Period, Series PreABCD Re-A First Refusal Period or Series Angel First Refusal Period, as allocated Securities available for oversubscription by (ii) a fraction the case may be, make such adjustment to numerator of which is the First Refusal Allotment number of Ordinary Shares (calculated on an as-converted basis) held by each exercising ROFR Rights Series ABCD Holder so that any remaining Offered and the denominator of which is the total number of Ordinary Shares may be allocated to those ROFR Rights Holders (calculated on an as-converted basis) held by all the exercising their rights of first refusal on a pro rata basisSeries ABCD Holders.