Common use of Holders’ Right of First Refusal Clause in Contracts

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Shares. Each Fully Participating Holder shall have [***] after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliates, provided that such Participating Holder notifies the Selling Common Holder of such allocation.

Holders’ Right of First Refusal. (i) Offered Shares may be purchased by the Holders as set forth below. Each Holder shall have an option for a period of [***] from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not opportunity to purchase its pro rata share of the Remaining Shares available pursuant to its option under Offered Shares. For purposes of this Section 2.1(d)(i) within the time period set forth therein3 only, then the Selling Common Holder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its a Holder's pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth be determined by multiplying the number of Remaining Offered Shares not purchased by a ratio calculated by dividing the other Holders number of shares of Stock held by or issuable to (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Shares. Each Fully Participating Holder shall have [***] after Delivery assuming full conversion of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above Subordinated Notes and the denominator shall be Senior Notes, respectively) such Holder by the total number of shares of Common Stock held by all Holders (including shares of Common Stock issuable upon assuming full conversion of Preferred Sharesthe Subordinated Notes and the Senior Notes, respectively). (The amount of Offered Shares that each Holder is entitled to purchase under this Section 3.1(b) owned by all Fully Participating Holders on the date shall be referred to as its "Pro Rata Fraction"). If any Holder, or their respective assignees, desire to purchase any of the Transfer Offered Shares, such Holder must, within a fifteen (15) day period (the "Holder Refusal Period") following receipt of the Offer, give written notice ("Holder Notice. (iii") Each Participating to the Offeror and to the Company of such party's election to purchase its Pro Rata Fraction of the Offered Shares. A failure by a Holder to exercise its Right of First Refusal within the Holder Refusal Period shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliates, provided that such Participating Holder notifies the Selling Common Holder deemed a waiver of such allocationright with respect to that particular Offer only. In the event that a Holder does not wish to purchase such Holder's Pro Rata Fraction, then the Offeror shall notify all Holders who elected to purchase their full pro rata share of the number of shares not so purchased, and any Holder who has elected to purchase its full Pro Rata Fraction shall have the right to purchase, on a pro rata basis with any other Holder who so elects, any Offered Share not purchased by providing notice to the Offeror within seven (7) days of receipt of such notice (the "Second Holder Refusal Period").

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] fifteen (15) days from the Delivery of the Additional Transfer Notice from the Selling Common Holder Stockholder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and thereby purchase all or any portion of his, her or its respective pro rata share shares (with any re-allotments as provided below) of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d”) and Section 2.1(e)), by notifying the Selling Common Holder and the Company Stockholder in writing, before the expiration of the [***] period fifteen (15) day period, as to the number of such shares that which he, she or it wishes to purchase (the “Participating Holder Notice”including any re-allotment). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Preferred Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of which shall be the numerator and the total number of shares of Common Preferred Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Holders on the date of the Transfer NoticeNotice shall be the denominator. Each Holder shall have a right of re-allotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Remaining Shares, the Fully Participating Holders (as defined below) may exercise an additional right to purchase, on a pro rata basis, the Remaining Shares not previously purchased. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section subsection 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder Stockholder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”)Holders, and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Sharessuch unsubscribed shares. Each Fully Participating Holder shall have [***] five (5) days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder Stockholder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares unsubscribed shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate and indicating the maximum number of the Unsubscribed Shares unsubscribed shares that such Fully Participating Holder it will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Sharesunsubscribed shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section subsection 2.1(d)(ii), the numerator shall be the same as that used in Section subsection 2.1(d)(i) above and the denominator shall be the total number of shares of Common Preferred Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) . Each Participating Holder shall be entitled to apportion the Remaining Shares to be purchased among its partners and AffiliatesAffiliates (including, in the case of a venture capital fund, other venture capital funds Affiliated with such fund), provided that such Participating Holder notifies the Selling Common Holder Stockholder of each such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] fifteen (15) days from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase all, and not less than all, of its respective pro rata share of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Offered Shares (a “Participating Holder” for the purposes of this Section Sections 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] fifteen (15) day period as to the number of such shares that he, she or it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Offered Shares shall be a fraction of the Remaining Offered Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Offered Shares available pursuant to its option under Section subsection 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Offered Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Offered Shares not purchased by the other Holders (“Unsubscribed Shares”)Holders, and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Sharesunsubscribed shares. Each Fully Participating Holder shall have [***] five (5) days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares unsubscribed shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate and indicating the maximum number of the Unsubscribed Shares unsubscribed shares that such Fully Participating Holder it will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Sharesunsubscribed shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the The numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator described in clause (i) of this subsection 2.1(d) shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) . Each Participating Holder shall be entitled to apportion Remaining Offered Shares to be purchased among its partners and Affiliates, provided that such Participating Holder notifies the Selling Common Holder of such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] fifteen (15) days from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of his, her or its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] fifteen (15)-day period as to the number of such shares that he, she or it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Shares. Each Fully Participating Holder shall have [***] five (5) days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares unsubscribed shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliatesaffiliates (including in the case of a venture capital fund other venture capital funds affiliated, or under common investment management, with such fund), provided that such Participating Holder notifies the Selling Common Holder of such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] fifteen (15) days from the Delivery of the Additional Transfer Notice from the Selling Common Holder Founder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of his, her or its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder Founder and the Company in writing, before expiration of the [***] fifteen (15) day period as to the number of such shares that he, she or it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section subsection 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder Founder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”)Holders, and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Sharesunsubscribed shares. Each Fully Participating Holder shall have [***] five (5) days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder Founder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares unsubscribed shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate and indicating the maximum number of the Unsubscribed Shares unsubscribed shares that such Fully Participating Holder it will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Sharesunsubscribed shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) . Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliatesaffiliates (including in the case of a venture capital fund other venture capital funds affiliated with such fund), provided that such Participating Holder notifies the Selling Common Holder Founder of such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of of[***] from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Shares. Each Fully Participating Holder shall have [***] after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliates, provided that such Participating Holder notifies the Selling Common Holder of such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] fifteen (15) days from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] fifteen (15)-day period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder shall promptly give written notice (the “Overallotment Over allotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Shares. Each Fully Participating Holder shall have [***] five (5) days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Over allotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Over allotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares unsubscribed shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliates, provided that such Participating Holder notifies the Selling Common Holder of such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] fifteen (15) days from the Delivery of the Additional Transfer Notice from the Selling Common Holder Stockholder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each such Holder may exercise such purchase option and purchase all or any portion of his, her or its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder Stockholder and the Company in writing, before expiration of the [***] fifteen (15) day period as to the number of such shares Remaining Shares that he, she or it wishes to purchase (the “Participating Holder Notice”). Each such Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of 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 Holders on the date of the Transfer Notice. (ii) In the event any such Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section subsection 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder Stockholder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”)Holders, and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Sharesunsubscribed shares. Each Fully Participating Holder shall have [***] five (5) days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder Stockholder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares unsubscribed shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate and indicating the maximum number of the Unsubscribed Shares unsubscribed shares that such Fully Participating Holder it will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Sharesunsubscribed shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator described in clause (i) of this subsection 2.1(d) shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) . Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliatesaffiliates (including in the case of a venture capital fund other venture capital funds affiliated with such fund), provided that such Participating Holder notifies the Selling Common Holder Stockholder and the Company of such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] five (5) business days from the Delivery of the Additional Transfer Notice from the Selling Common Holder Shareholder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer NoticeNotice (the “Holder’s Right of First Refusal”). Each Holder may exercise such purchase option and purchase all or any portion of his, her or its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder Shareholder and the Company in writing, before expiration of the [***] five (5) business day period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock Ordinary Shares (including shares of Common Stock Ordinary Shares issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of which shall be the total number of shares of Common Stock Ordinary Shares (including shares of Common Stock Ordinary Shares issuable upon conversion of Preferred Shares) held by all the Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section subsection 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder Shareholder shall promptly promptly, but in any event within two (2) business days, give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”)Holders, and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Sharesunsubscribed shares. Each Fully Participating Holder shall have [***] three (3) business days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder Shareholder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares unsubscribed shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate and indicating the maximum number of the Unsubscribed Shares unsubscribed shares that such Fully Participating Holder it will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Sharesunsubscribed shares. For the purposes of determining a this Section 2.1(d)(ii) each Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii)unsubscribed shares shall be a fraction, the numerator of which shall be the same as that used in Section 2.1(d)(i) above and the denominator of which shall be the total number of shares of Common Stock Ordinary Shares (including shares of Common Stock Ordinary Shares issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice. . For purposes of subsections 2(d)(i) and (iii) Each ii), each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliatesaffiliates (including in the case of a venture capital fund other venture capital funds affiliated with such fund), provided that such Participating Holder notifies the Selling Common Holder Shareholder of such allocation.

Holders’ Right of First Refusal. 1.1 In the event the Founder desires to accept a bona fide third party offer for any or all of Founder Shares (i) Each Holder shall have an option for a period of [***] from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and shares subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” offer to be hereinafter called, solely for the purposes of this Section 2.1(d) and Section 2.1(e)1 the "Target Shares"), by notifying the Selling Common Holder Founder shall promptly deliver to the Holders and the Company written notice (the "Disposition Notice") stating: (i) the Founder's bona fide intention to sell or otherwise transfer the Target Shares; (ii) the name of each proposed purchaser or other transferee (each a "Proposed Transferee"); (iii) the number of Target Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Founder proposes to transfer the Target Shares (the "Offered Price"), and the Founder shall offer the Target Shares at the Offered Price to the Company or its assignee(s). 1.2 Subject to the Company's right of first refusal with respect to the Founder Shares as set forth in writingthe Founder's Stock Agreement, before expiration dated July 16, 1999, between the Company and the Founder, each Holder shall, for a period of thirty (30) days following delivery of the [***] period Disposition Notice as determined in accordance with Section 7.2 below, (the "Exercise Period"), have the right to purchase that number of the Target Shares specified in the Disposition Notice as shall be equal to the aggregate number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be multiplied by a fraction of the Remaining Sharesfraction, the numerator of which shall be is the aggregate number of shares of Preferred Stock (on an as-converted into Common Stock (including shares of Common Stock issuable upon conversion of Preferred Sharesbasis) then owned by such Holder on and the date of the Transfer Notice and denominator of which shall be is the total aggregate number of shares of Common Preferred Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) outstanding and held by all the Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not who exercise their right to purchase its pro rata share of the Remaining Shares available shares pursuant to its option under this Section 2.1(d)(i1 ("Electing Holders") within (on an as-converted into Common Stock basis), upon substantially the time period set forth same terms and conditions specified therein, then the Selling Common Holder . Such right shall promptly give be exercisable by written notice (the “Overallotment "Exercise Notice”") delivered to each Participating Holder that has elected the Founder prior to purchase all of its pro rata share the expiration of the Remaining Exercise Period. If such right is exercised with respect to all or any part of the Target Shares specified in the Disposition Notice, then the Founder and the Electing Holders shall effect the purchase of all or any part of the Target Shares, including payment of the purchase price therefor, not more than ten (10) business days after the Exercise Period. At such time the Founder shall deliver to the Electing Holders the certificates representing the Target Shares to be purchased, each certificate to be properly endorsed for transfer. Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Electing Holders shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Founder and the Electing Holders cannot agree on such cash value within ten (10) days after the Exercise Period, the valuation shall be made by an appraiser of recognized standing selected by the Founder and a majority in interest of the Electing Holders, or, if they cannot agree on an appraiser within twenty (20) days after the Exercise Period, each shall select an appraiser of recognized standing, and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Founder and the Electing Holders. The closing shall then be held on the date ten (10) business days after such cash valuation shall have been made. 1.3 In the event the Exercise Notice is not given to the Founder within thirty (30) days following the delivery of the Disposition Notice, the Founder shall have a period of thirty (30) days thereafter, in which to sell or otherwise dispose of the Target Shares (each a “Fully Participating Holder”)and any shares of the Holders pursuant to Section 2 below) upon terms and conditions (including the purchase price) no more favorable to the third-party purchaser than those specified in the Disposition Notice. The third-party purchaser shall acquire the Target Shares free and clear of all the terms and provisions of this Right of First Refusal. In the event the Founder does not sell or otherwise dispose of the Target Shares within the specified thirty (30) day period, which notice the Right of First Refusal shall set forth continue to be applicable to any subsequent disposition of the number Target Shares by the holder of Remaining such Target Shares until such right lapses in accordance with Section 4.4. 1.4 Subject to Section 2 below, the Founder shall have the right to effect the sale of the Target Shares not purchased by the other Electing Holders (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Shares. Each Fully Participating Holder shall have [***] after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election third party purchaser pursuant to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by all Fully Participating Holders on the date of the Transfer Notice1.3. (iii) Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners and Affiliates, provided that such Participating Holder notifies the Selling Common Holder of such allocation.

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] twenty (20) business days from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] twenty (20)-business day period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred SharesStock) owned by such Holder on the date of the Transfer Notice and the denominator of which shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred SharesStock) held by all Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed SharesShares in accordance with this Section 2.1(d)(ii). Each Fully Participating Holder shall have [***] five (5) business days after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Fully Participating Holder elects not to purchase its pro rata share of the Unsubscribed Shares. For the purposes of determining a Fully Participating Holder’s pro rata share of the Unsubscribed Shares under this Section 2.1(d)(ii), the numerator shall be the same as that used in Section 2.1(d)(i) above and the denominator shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred SharesStock) owned by all Fully Participating Holders on the date of the Transfer Notice. (iii) Each Participating Holder shall be entitled to apportion Remaining Shares to be purchased among its partners partners, members and Affiliates, provided that such Participating Holder notifies the Selling Common Holder of such allocation.