Common use of Investors’ Right of Co-Sale Clause in Contracts

Investors’ Right of Co-Sale. To the extent the Company and the Investors do not exercise their respective rights of refusal as to all of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 2(a), then each Investor (a “Selling Investor” for purposes of this subsection (b)) that notifies the Transferring Founder in writing within ten (10) days from the date the Additional Transfer Notice is given, shall have the right to participate in such sale of Shares on the same terms and conditions as specified in the Transfer Notice. The Selling Investor shall indicate the number of shares of the Company’s capital stock it then holds that it wishes to sell pursuant to this Section 2(b) (the “Selling Investor Shares”). To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Shares that the Transferring Founder may sell in the Transfer shall be correspondingly reduced. Each Selling Investor may sell all or any part of its Selling Investor Shares equal to the product obtained by multiplying (i) the aggregate number of Offered Shares (after reduction for repurchases by the Company or purchases by the Investors pursuant to Section 2(a), if any) by (ii) a fraction, the numerator of which shall be the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by the Selling Investor on the date of the Transfer Notice and the denominator of which shall be the total number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by the Transferring Founder and by all of the Selling Investors on the date of the Transfer Notice. Each Selling Investor shall effect its participation in the sale by promptly delivering to the Transferring Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer. To the extent that any prospective purchaser or purchasers refuses to purchase shares or other securities from a Selling Investor exercising its rights of co-sale hereunder, the Transferring Founder shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Transferring Founder purchases such shares or other securities from such Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Investors’ Right of Co-Sale. To the extent the Company and the Investors do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 2(a3(a), then each Investor (a “Selling Investor” for purposes of this subsection (b3(b)) that which notifies the Transferring selling Founder in writing within ten twenty (1020) days from after the date of delivery of the Additional Transfer Notice is givenNotice, shall have the right to participate in such sale of Founder Shares on the same terms and conditions as specified in the Additional Transfer Notice. The Such Selling Investor Investor’s notice to the selling Founder shall indicate the number of shares of the Company’s capital stock it then holds that it Selling Investor wishes to sell pursuant under his, her or its right to this Section 2(b) (the “Selling Investor Shares”)participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Founder Shares that the Transferring selling Founder may sell in the Transfer shall be correspondingly reduced. Each Selling Investor may sell all or any part of its that number of shares (less any Remaining Shares to be purchase by such Selling Investor Shares pursuant to Section 3.2(a)(ii)) equal to the product obtained by multiplying (i) the aggregate number of Offered Remaining Shares (after reduction for repurchases covered by the Company or purchases by the Investors pursuant to Section 2(a), if any) Additional Transfer Notice by (ii) a fraction, the numerator of which shall be the number of shares of Common Stock (assuming including Common Stock issuable upon conversion of all securities then outstanding that are convertible into Common Preferred Stock) owned by the Selling Investor on the date of the Additional Transfer Notice and the denominator of which shall be the total number of shares of Common Stock held by all Investors (assuming including Common Stock issuable upon conversion of all securities then outstanding that are convertible into Common Preferred Stock) owned by the Transferring Founder and by all of the Selling Investors on the date of the Additional Transfer Notice. Each Selling Investor shall effect its participation in the sale by promptly delivering to the Transferring selling Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer. To the extent that any prospective purchaser or purchasers refuses refuse to purchase shares or other securities from a Selling Investor exercising its rights of co-sale hereunder, the Transferring selling Founder shall not sell to such prospective purchaser or purchasers any Founder Shares unless and until, simultaneously with such sale, the Transferring selling Founder purchases such shares or other securities from such Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Investors’ Right of Co-Sale. To the extent the Company and the Investors do not exercise their respective rights of refusal as to all of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 2(a), then each Investor (a “Selling Investor” for purposes of this subsection (b)) that notifies the Transferring Founder in writing within ten (10) days from the date the Additional Transfer Notice is given, shall have the right to participate in such sale of Shares on the same terms and conditions as specified in the Transfer Notice. The Selling Investor shall indicate the number of shares of the Company’s capital stock it then holds that it wishes to sell pursuant to this Section 2(b) (the “Selling Investor Shares”). To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Shares that the Transferring Founder may sell in the Transfer shall be correspondingly reduced. Each Selling Investor may sell all or any part of its Selling Investor Shares equal to the product obtained by multiplying (i) the aggregate number of Offered Shares (after reduction for repurchases by the Company or purchases by the Investors pursuant to Section 2(a), if any) by (ii) a fraction, the numerator of which shall be the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by the Selling Investor on the date of the Transfer Notice and the denominator of which shall be the total number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by the Transferring Founder and by all of the Selling Investors on the date of the Transfer Notice. Each Selling Investor shall effect its participation in the sale by promptly delivering to the Transferring Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer. To the extent that any prospective purchaser or purchasers refuses to purchase shares or other securities from a Selling Investor exercising its rights of co-sale hereunder, the Transferring Founder shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Transferring Founder purchases such shares or other securities from such Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.