Common use of Shares Includable Clause in Contracts

Shares Includable. Each Participating Investor who timely exercises such Major Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 2.2(a) may include in the Proposed Stockholder Transfer all or any part of such Major Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock Stock subject to the Proposed Stockholder Transfer (excluding shares purchased by the Company or the Major Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Investor immediately before consummation of the Proposed Stockholder Transfer (excluding any shares that such Major Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Stockholder Transfer (excluding any shares that the Major Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Capital Stock held by the selling Stockholder. To the extent one or more of the Major Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Common Stock that the selling Stockholder may sell in the Proposed Stockholder Transfer shall be correspondingly reduced.

Shares Includable. Each Participating Existing Investor who timely exercises such Major Existing Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 2.2(a5.2(a) may include in the Proposed Stockholder Key Holder Transfer all or any part of such Major Existing Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock Transfer Stock subject to the Proposed Stockholder Key Holder Transfer (excluding shares purchased by the Company or the Major Existing Investors pursuant to the Right of First Refusal or the Secondary Refusal RightRefusal) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Existing Investor immediately before consummation of the Proposed Stockholder Key Holder Transfer (excluding including any shares that such Major Investor has agreed to purchase pursuant to the Secondary Refusal RightRight of First Refusal) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Existing Investors immediately prior to the consummation of the Proposed Stockholder Key Holder Transfer (excluding including any shares that the Major all Existing Investors have collectively agreed to purchase pursuant to the Secondary Refusal RightRight of First Refusal), plus the number of shares of Capital Transfer Stock held by the selling StockholderKey Holder. To the extent one or more of the Major Existing Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Common Transfer Stock that the selling Stockholder Key Holder may sell in the Proposed Stockholder Key Holder Transfer shall be correspondingly reduced.

Shares Includable. Each Participating Investor who timely exercises such Major Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 2.2(a) may include in the Proposed Stockholder Transfer all or any part of such Major Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock Stock subject to the Proposed Stockholder Transfer (excluding shares purchased by the Company or the Major Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Investor immediately before consummation of the Proposed Stockholder Transfer (excluding any shares that such Major Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Stockholder Transfer (excluding any shares that the Major Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Capital Stock held by the selling Stockholder. To the extent one or more of the Major Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Common Stock that the selling Stockholder may sell in the Proposed Stockholder Transfer shall be correspondingly reduced.

Shares Includable. Each Participating Major Investor who timely exercises such Major Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 2.2(a) may include in the Proposed Stockholder Transfer all or any part of such Major Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock Transfer Stock subject to the Proposed Stockholder Transfer (excluding shares purchased by the Company or the Major Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Investor immediately before consummation of the Proposed Stockholder Transfer (excluding including any shares that such Major Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Major Investors immediately prior to the consummation of the Proposed Stockholder Transfer (excluding including any shares that the all Major Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Capital Transfer Stock held by the selling Common Investor or Non-Investor Stockholder, as applicable. To the extent one or more of the Major Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Common Transfer Stock that the selling Stockholder Common Investor or Non-Investor Stockholder, as applicable, may sell in the Proposed Stockholder Transfer shall be correspondingly reduced.