Common use of Holder’s Option Clause in Contracts

Holder’s Option. The Holders shall have an option for a period of twenty (20) Business Days from the Holders’ receipt of the Additional Selling Shareholder Transfer Notice from the Selling Shareholder set forth in Section 5(c) hereof to elect to purchase their respective pro rata shares of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Selling Shareholder Transfer Notice. Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any reallotments as provided below) of the Remaining Offered Shares, by notifying the Selling Shareholder and the Company in writing, before expiration of the twenty (20) Business Day period as to the number of such shares which it wishes to purchase (including any reallotment, up to an indicated share limit). Each Holder’s pro rata share of the Remaining Offered Shares shall be a fraction of the Remaining Offered Shares, of which the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) owned by such Holder on the date of the Selling Shareholder Transfer Notice shall be the numerator and the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock) held by all Holders on the date of the Selling Shareholder Transfer Notice shall be the denominator. Each Holder shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Remaining Offered Shares, the other participating Holders may exercise an additional right to purchase, on a pro rata basis, the Remaining Shares not previously purchased. If a Holder gives the Selling Shareholder notice that it desires to purchase its pro rata share of the Remaining Offered Shares and, as the case may be, its reallotment, then payment for the Remaining Offered Shares shall be by check or wire transfer, against delivery of the Remaining Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Selling Shareholder Transfer Notice, unless the Selling Shareholder Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 5(e) hereof.

Holder’s Option. The Non-Transferring Holders shall have an option for a period of twenty ten (2010) Business Days days from the Holders’ Holder's receipt of the Additional Selling Shareholder Transfer Notice from the Selling Shareholder Transferring Holder set forth in Section 5(c3.1(c) hereof to elect to purchase their respective pro rata shares of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Selling Shareholder Transfer Notice. Each such Non-Transferring Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any reallotments as provided below) of the Remaining Offered Shares, by notifying the Selling Shareholder Transferring Holder and the Company in writing, before expiration of the twenty (20) Business Day day period as to the number of such shares which he, she or it wishes to purchase (including any reallotment, up to an indicated share limit). Each Non-Transferring Holder’s 's pro rata share of the Remaining Offered Shares shall be a fraction of the Remaining Offered Shares, of which the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred StockShares) owned by such Non-Transferring Holder on the date of the Selling Shareholder Transfer Notice shall be the numerator and the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series A Preferred StockShares) held by the Transferring Holder and all other Non-Transferring Holders on the date of the Selling Shareholder Transfer Notice shall be the denominator. Each Non-Transferring Holder shall have a right of reallotment such that, if any other Non-Transferring Holder fails to exercise the right to purchase its full pro rata share of the Remaining Offered Shares, the other participating Non-Transferring Holders may exercise an additional right to purchase, on a pro rata basis, the Remaining Shares not previously purchased. Each Non-Transferring Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and affiliates, provided that such apportionment does not cause the Company to be subject to the public company reporting requirements under the Securities Exchange Act, of 1934, as amended) number of partners and affiliates not exceed ten, and provided further that such Non-Transferring Holder notifies the Transferring Holder of such allocation. If a Non-Transferring Holder gives the Selling Shareholder Transferring Holder notice that it desires to purchase its pro rata share of the Remaining Offered Shares and, as the case may be, its reallotment, then payment for the Remaining Offered Shares shall be by check or wire transfer, against delivery of the Remaining Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s 's receipt of the Selling Shareholder Transfer Notice, unless the Selling Shareholder Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 5(e) hereof3.1(e).

Holder’s Option. The Holders shall have an option for a period of twenty (20) Business Days days from the Holders’ Holder’s receipt of the Additional Selling Shareholder Transfer Firm Offer Notice from the Selling Shareholder Key Common [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. Holder set forth in Section 5(c3.1(a) hereof to elect to purchase their respective pro rata shares of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Selling Shareholder Transfer Firm Offer Notice. Each Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any reallotments re-allotments as provided below) of the Remaining Offered Shares, by notifying the Selling Shareholder Key Common Holder and the Company in writing, before expiration of the twenty (20) Business Day day period as to the number of such shares which he, she or it wishes to purchase (including any reallotment, up to an indicated share limitre-allotment). Each Holder’s pro rata share of the Remaining Offered Shares shall be a fraction of the Remaining Offered Shares, of which the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred StockShares) owned by such Holder on the date of the Selling Shareholder Transfer Firm Offer Notice shall be the numerator and the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series A Preferred StockShares) held by all Holders on the date of the Selling Shareholder Transfer Firm Offer Notice shall be the denominator. Each Holder electing to exercise the right to purchase its full pro rata shares of the Offered Shares (a “Participating Holder”) shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Remaining Offered Shares, the other participating Holders each such Participating Holder may exercise an additional right to purchasepurchase all or any portion of his, on a her or its pro rata basis, share of the Remaining Offered Shares not previously purchased such that each Participating Holder will have a right to take up to 100% of any such remaining Offered Shares, regardless of whether his, her or its pro rata ownership in the Company is modified as a result of his, her or its exercise of this right of first refusal. For the purpose of the preceding sentence, each Participating Holder’s pro rata share shall be a fraction of the Offered Shares previously not purchased, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by such Participating Holder on the date of the Firm Offer Notice and the denominator which shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Participating Holders on the date of the Firm Offer Notice. Each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and affiliates, provided that such Holder notifies the Key Common Holder of such allocation. If a Holder gives the Selling Shareholder Key Common Holder notice that it desires to purchase its pro rata share of the Remaining Offered Shares and, as the case may be, its reallotment, then payment for the Remaining Offered Shares shall be by check or wire transfer, against delivery of the Remaining Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the CompanyHolder’s receipt of the Selling Shareholder Transfer Firm Offer Notice, unless the Selling Shareholder Transfer Firm Offer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 5(e) hereof3.1(c).

Holder’s Option. The Holders shall have an option for a period of twenty (20) Business Days days from the Holders’ Holder’s receipt of the Additional Selling Shareholder Transfer Firm Offer Notice from the Selling Shareholder Key Common Holder set forth in Section 5(c3.1(a) hereof to elect to purchase their respective pro rata shares of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Selling Shareholder Transfer Firm Offer Notice. Each Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any reallotments re-allotments as provided below) of the Remaining Offered Shares, by notifying the Selling Shareholder Key Common Holder and the Company in writing, before expiration of the twenty (20) Business Day day period as to the number of such shares which he, she or it wishes to purchase (including any reallotment, up to an indicated share limitre-allotment). Each Holder’s pro rata share of the Remaining Offered Shares shall be a fraction of the Remaining Offered Shares, of which the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred StockShares) owned by such Holder on the date of the Selling Shareholder Transfer Firm Offer Notice shall be the numerator and the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series A Preferred StockShares) held by all Holders on the date of the Selling Shareholder Transfer Firm Offer Notice shall be the denominator. Each Holder electing to exercise the right to purchase its full pro rata shares of the Offered Shares (a “Participating Holder”) shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Remaining Offered Shares, the other participating Holders each such Participating Holder may exercise an additional right to purchasepurchase all or any portion of his, on a her or its pro rata basis, share of the Remaining Offered Shares not previously purchased such that each Participating Holder will have a right to take up to 100% of any such remaining Offered Shares, regardless of whether his, her or its pro rata ownership in the Company is modified as a result of his, her or its exercise of this right of first refusal. For the purpose of the preceding sentence, each Participating Holder’s pro rata share shall be a fraction of the Offered Shares previously not purchased, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by such Participating Holder on the date of the Firm Offer Notice and the denominator which shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Participating Holders on the date of the Firm Offer Notice. Each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and affiliates, provided that such Holder notifies the Key Common Holder of such allocation. If a Holder gives the Selling Shareholder Key Common Holder notice that it desires to purchase its pro rata share of the Remaining Offered Shares and, as the case may be, its reallotment, then payment for the Remaining Offered Shares shall be by check or wire transfer, against delivery of the Remaining Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the CompanyHolder’s receipt of the Selling Shareholder Transfer Firm Offer Notice, unless the Selling Shareholder Transfer Firm Offer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 5(e) hereof3.1(c).

Holder’s Option. Upon receipt by the Selling Founder of written notice from the Company indicating the Company's election not to purchase the Offered Securities pursuant to the Company's Right of First Refusal, the Selling Founder shall promptly so notify the Holders by written notice (the "COMPANY'S ELECTION NOTICE"). The Holders as a group shall have an option for a period of twenty thirty (2030) Business Days days from the Holders’ receipt of the Additional Selling Shareholder Transfer Company's Election Notice from (the Selling Shareholder set forth in Section 5(c"NOTICE PERIOD") hereof to elect to purchase their respective pro rata shares all or any portion of the Remaining Offered Shares Securities at the same price and subject to the same material terms and conditions as described in the Additional Selling Shareholder Transfer Notice (the "HOLDERS' PURCHASE OPTION"); provided that, notwithstanding the foregoing sentence, the Holders' Purchase Option shall in any event expire on the 45th day after the Holders' receipt of the Transfer Notice. Each Holder may exercise such purchase option the Holders' Purchase Option and, thereby, purchase all or any portion of his, her or its pro rata share (with any reallotments as provided below) of the Remaining Offered Shares, Securities by notifying the Selling Shareholder and the Company Founder in writing, writing before expiration of the twenty (20) Business Day period Notice Period as to the number amount of such shares Offered Securities which he, she or it wishes to purchase (including any reallotment, up to an indicated share limit). Each Holder’s 's pro rata share of the Remaining Offered Shares Securities shall be a fraction of the Remaining Offered SharesSecurities, of which the number of shares of Common Stock (including including, without limitation, shares of Common Stock issuable upon conversion of Preferred StockSeries A Stock or other securities) owned by such Holder on the date of the Selling Shareholder Transfer Notice shall be the numerator and the total number of shares of Common Stock (including including, without limitation, shares of Common Stock issuable upon conversion of shares of Series A Preferred StockStock or other securities) held by all Holders on the date of the Selling Shareholder Transfer Notice shall be the denominator. Each Holder shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Remaining Offered SharesSecurities, the other participating Holders may exercise an additional right to purchase, on a pro rata basis, the Remaining Shares Offered Securities not previously purchased. If a Each Holder gives shall be entitled to apportion Offered Securities to be purchased among its directors, officers, members, stockholders, partners and affiliates, provided that such Holder notifies the Selling Shareholder Founder of such allocation. If the Holders give the Selling Founder notice that it desires they desire to purchase its pro rata share of the Remaining Offered Shares and, as the case may be, its reallotmentSecurities, then payment for the Remaining Offered Shares Securities shall be by check or wire transfer, against delivery of the Remaining Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Selling Shareholder Transfer Notice, unless the Selling Shareholder Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 5(e) hereof.the

Holder’s Option. The Offeree Holders shall have an --------------- option for a period of twenty (20) Business Days days from the Holders’ Offeree Holder's receipt of the Additional Selling Shareholder Transfer Notice from the Selling Shareholder Holder set forth in Section 5(c3.1(c) hereof to elect to purchase their respective pro rata shares share of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Selling Shareholder Transfer Notice. Each Offeree Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any reallotments as provided below) of the Remaining Offered Shares, by notifying the Selling Shareholder Transferring Holder and the Company in writing, before expiration of the twenty (20) Business Day day period as to the number of such shares which he, she or it wishes to purchase (including any reallotment, up to an indicated share limit). Each Offeree Holder’s 's pro rata share of the Remaining Offered Shares shall be a fraction of the Remaining Offered Shares, the numerator of which is equal to the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred StockShares) owned by such Offeree Holder on the date of the Selling Shareholder Transfer Notice shall be and the numerator and denominator of which is equal to the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series A Preferred StockShares) held by all Offeree Holders on the date of the Selling Shareholder Transfer Notice shall be the denominatorNotice. Each Offeree Holder shall have a right of reallotment such that, if any other Offeree Holder fails to exercise the right to purchase its full pro rata share of the Remaining Offered Shares, the other participating Offeree Holders may exercise an additional right to purchase, on a pro rata basis, the Remaining Shares not previously purchased. Such reallotment shall occur within five (5) days after the expiration of the twenty (20) day period described in this Section 3.1(d) applicable to the initial allotment of the Remaining Shares. Each Offeree Holder shall be entitled to apportion Remaining Shares to be purchased among its partners, retired partners and affiliates, provided that such Offeree Holder notifies the Transferring Holder of such allocation. If a an Offeree Holder gives the Selling Shareholder Transferring Holder notice that it desires to purchase its pro rata share of the Remaining Offered Shares and, as the case may be, its reallotment, then payment for the Remaining Offered Shares shall be by check or check, wire transfer, cancellation of indebtedness or any combination of the foregoing, against delivery of the Remaining Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s Offeree Holder's receipt of the Selling Shareholder Additional Transfer Notice, unless the Selling Shareholder Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 5(e) hereof3.1(e).