Common use of Over-Allotment Clause in Contracts

Over-Allotment. If, within twenty-five (25) days after receipt of -------------- the Notice, a Series A Holder or Founder does not notify the Company that it desires to purchase its pro-rata share (or any part thereof) of the equity securities, those Founding Partners and Founders who have elected to purchase equity securities during the twenty-five (25) day period (the "Over-allotment Purchasers") may elect to purchase those equity securities not so purchased. The Company shall provide written notice to the Over-allotment Purchasers not later than thirty (30) days after receipt of the Notice of the number of shares of equity securities of the Selling Party available for purchase pursuant to this over-allotment right. Each of these Over-allotment Purchasers shall have until forty (40) days after receipt of the Notice to notify the Company in writing that it elects to purchase at least its pro rata share (but not less than its pro rata share) of the equity securities so offered. Each Over-allotment Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Over-allotment Purchaser as of the date of the Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held I by all Over-allotment Purchasers as of the date of the Notice.

Over-Allotment. If, within twenty-five twenty (2520) days after receipt of -------------- the Notice, a Series A Holder or Founder does not notify the Company that it desires to purchase its pro-rata share (or any part thereof) of the equity securitiesEquity Securities offered to the Series A Holder or Founder, those Founding Partners Series A Holders and Founders who have elected to purchase equity securities Equity Securities from the Selling Party during the twenty-five twenty (2520) day period (the "Over-allotment Purchasers") may elect to purchase their pro-rata share (or any part thereof) of those equity securities Equity Securities not so purchased. The Company Selling Party shall provide written notice to the Over-allotment Purchasers not later than thirty twenty-five (3025) days after receipt of the Notice of the number of shares of equity securities Equity Securities of the Selling Party available for purchase pursuant to this over-allotment right. Each of these Over-allotment Purchasers shall have until forty thirty-five (4035) days after receipt of the Notice to notify the Company Selling Party in writing that it elects to purchase at least some or all of its pro rata share (but not less than its pro rata share) of the equity securities Equity Securities so offered. Each Over-allotment Purchaser's pro rata share of the equity securities Equity Securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company Equity Securities held by the Over-allotment Purchaser as of the date of the Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company Equity Securities held I by all Over-allotment Purchasers as of the date of the Notice.

Over-Allotment. If, within twenty-No later than five (255) days after receipt Business Days following the expiration of -------------- the NoticePre-emptive Exercise Period, a Series A Holder or Founder does not notify the Company shall give written notice (the “Over-allotment Notice”) to each Stockholder specifying the number of New Securities that each Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) and the aggregate number of remaining New Securities, if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising Stockholders. Each Fully Exercising Stockholder shall elect to purchase its allotment of Remaining New Securities by giving written notice to the Company specifying [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the number of Remaining New Securities it desires to purchase its pro-rata share (or any part thereof) of the equity securities, those Founding Partners and Founders who have elected to purchase equity securities during the twenty-within five (255) day period (the "Over-allotment Purchasers") may elect to purchase those equity securities not so purchased. The Company shall provide written notice to Business Days of receipt of the Over-allotment Purchasers not later than thirty Notice (30) days after receipt of the Notice of the number of shares of equity securities of the Selling Party available for purchase pursuant to this over-allotment right. Each of these “Over-allotment Purchasers shall have until forty (40) days after receipt of the Notice to notify the Company in writing that it elects to purchase at least its pro rata share (but not less than its pro rata share) of the equity securities so offered. Each Over-allotment Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Over-allotment Purchaser as of the date of the Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held I by all Over-allotment Purchasers as of the date of the NoticeExercise Period”).

Over-Allotment. If, within twenty-five (25) 25 days after receipt of the Common -------------- the Notice, a Series A Common Holder or Founder does not notify the Company that it desires to purchase its pro-rata share (or any part thereof) of the equity securities, those Founding Partners and Founders Common Holders who have elected to purchase equity securities during the twenty-five (25) 25 day period (the "First Over-allotment Purchasers") may elect to purchase those equity securities not so purchased. The Company shall provide written notice to the First Over-allotment Purchasers not later than thirty (30) 30 days after receipt of the Common Notice of the number of shares of equity securities of the Selling Party available for purchase pursuant to this over-allotment right. Each of these First Over-allotment Purchasers shall have until forty (40) 40 days after receipt of the Common Notice to notify the Company in writing that it elects to purchase at least its pro rata share (but not less than its pro rata share) of the equity securities so offered. Each First Over-allotment Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the First Over-allotment Purchaser as of the date of the Common Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held I by all First Over-allotment Purchasers as of the date of the Common Notice.

Over-Allotment. If, within twenty-five (25) 55 days after receipt of the Common -------------- the Notice, a Series A Preferred Holder or Founder does not notify the Company that it desires to purchase its pro-rata share (or any part thereof) of the equity securities, those Founding Partners and Founders Preferred Holders who have elected to purchase equity securities during the twenty-five (25) 55 day period (the "Second Over-allotment Purchasers") may elect to purchase those equity securities not so purchased. The Company shall provide written notice to the Second Over-allotment Purchasers not later than thirty (30) 60 days after receipt of the Common Notice of the number of shares of equity securities of the Selling Party available for purchase pursuant to this over-allotment right. Each of these Second Over-allotment Purchasers shall have until forty (40) 70 days after receipt of the Common Notice to notify the Company in writing that it elects to purchase at least its pro rata share (but not less than its pro rata share) of the equity securities so offered. Each Second Over-allotment Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Second Over-allotment Purchaser as of the date of the Common Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held I by all Second Over-allotment Purchasers as of the date of the Common Notice.

Over-Allotment. If, within twenty-five ten (2510) business days after receipt of -------------- the Notice, a Series A Preferred Stock Holder or Founder does not notify the Company Preferred Selling Party that it desires to purchase its pro-rata share (or any part thereof) of the equity securities, those Founding Partners and Founders Preferred Stockholders who have elected to purchase equity securities during the twenty-five ten (2510) business day period (the "Over-allotment Purchasers") may elect to purchase those equity securities not so purchased. The Company Preferred Selling Party shall provide written notice to the Over-allotment Purchasers not later than thirty (30) days after receipt of the Notice of the number of shares of equity securities of the Preferred Selling Party available for purchase pursuant to this over-allotment right. Each of these Over-allotment Purchasers shall have until forty (40) days after receipt of the Notice to notify the Company Preferred Selling Party in writing that it elects to purchase at least its pro rata share (but not less than its pro rata share) or any part thereof of the equity securities so offered. Each Over-allotment Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Over-allotment Purchaser as of the date of the Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held I by all Over-allotment Purchasers as of the date of the Notice.