Common use of Undersubscription of Transfer Stock Clause in Contracts

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately promptly notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections Subsections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Major Investors pursuant to Sections 2.1(b6.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c6.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Major Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d6.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Holder, as applicable, and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d6.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase Rights of First Refusal have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 15-day period specified in the last sentence of Section 2.1(c2.1(b) (the “Investor Notice Period”), then the Company Transferring Investor shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Right of First Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d2.1(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription a Secondary Notice to the selling Key Holder Company, the Transferring Investor and the Company each other Investor within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary their Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription a Secondary Notice). If the options to purchase Exercising Investors are allocated less than the remaining total number of shares are exercised in full by the Exercising Investorsfor which they have subscribed, the Company Transferring Investor shall immediately notify all the Company and each other Investor of the allocations to the Exercising Investors and in accordance with the selling Key Holder of that factprevious sentence.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Key Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors and Key Holders who fully exercised their Secondary Refusal Right within the Investor Transferee Notice Period (the “Exercising InvestorsStockholders”). Each Exercising Investor Stockholder shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Stockholder or Key Holder must deliver an Undersubscription Notice to the selling Key Holder Prospective Transferor and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors Stockholders pro rata based on the number of shares of Transfer Stock such Exercising Investors Stockholders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsStockholders, the Company shall immediately promptly notify all of the Exercising Investors Stockholders and the selling Key Holder Prospective Transferor of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) or Key Holders, as the case may be, with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Secondary Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Secondary Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors or Key Holders, as the case may be, who fully exercised their Secondary Refusal Right within the Investor Secondary Notice Period (the “Exercising InvestorsPersons”). Each Exercising Investor Person shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Person must deliver an Undersubscription Notice to the selling Key Holder Prospective Seller and the Company within ten (10) days after the expiration of the Investor Secondary Notice Period. In the event there are two (2) or more such Exercising Investors Persons that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors Persons pro rata based on the number of shares of Transfer Stock such Exercising Investors Persons have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Person has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsPersons, the Company shall immediately notify all of the Exercising Investors Persons and the selling Key Holder Prospective Seller of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections Subsection 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days [***] after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Right of First Refusal Right within the Investor initial Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(dSubsection 2.1(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice notice to the selling Key Holder and the Company within ten (10) days [***] after the expiration of the Investor Notice Period (the “Undersubscription Notice Period”). In the event there are two (2) [***] or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(dSubsection 2.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Capital Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice)hold. If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections Subsections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-last- mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Major Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c3.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Major Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d3.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Transferring Stockholder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d3.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company an Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Transferring Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c4.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d4.1(d), have an additional option Undersubscription Option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such optionUndersubscription Option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option Undersubscription Option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d4.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options Undersubscription Options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections Subsections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 10 day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) 10 days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Rights Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(cSubsection 9.1(c) (the “Investor Rights Holder Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Rights Holder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Rights Holders who fully exercised their Secondary Refusal Right within the Investor Rights Holder Notice Period (the “Exercising InvestorsRights Holders”). Each Exercising Investor Rights Holder shall, subject to the provisions of this Section 2.1(dSubsection 9.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Rights Holder must deliver an Undersubscription Notice to the selling Key Restricted Holder and the Company within ten (10) days after the expiration of the Investor Rights Holder Notice Period. In the event there are two (2) or more such Exercising Investors Rights Holders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(dSubsection 9.1(d) shall be allocated to such Exercising Investors Rights Holders pro rata based on the number of shares of Transfer Stock such Exercising Investors Rights Holders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Rights Holder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsRights Holders, the Company shall immediately notify all of the Exercising Investors Rights Holders and the selling Key Restricted Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase the Right of First Refusal and the Secondary Refusal Right have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) day 10)-day period specified in the last sentence of Section Subsection 2.1(c)) (the “Investor Holder Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Holder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Holders who fully exercised their Secondary Refusal Right within the Investor Holder Notice Period (the “Exercising InvestorsHolders”). Each Exercising Investor Holder shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Holder must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Holder Notice Period. In the event there are two (2) or more such Exercising Investors Holders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors Holders pro rata based on the number of shares of Transfer Stock such Exercising Investors Holders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Holder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsHolders, the Company shall immediately notify all of the Exercising Investors Holders and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 10 day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) 10 days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections Subsections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising InvestorsInvestors ”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and and/or the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder stockholder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Series A Holders with respect to some but not all of the Transfer Stock by the end of the ten fifteen (10) day 15)-day period specified in the last sentence of Section 2.1(c2.1(b) (the “Investor Notice Period”), then the Company selling Key Holder shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to the Company and those Investors Series A Holders who fully exercised their Secondary Right of First Refusal Right within the Investor Notice Period (the “Exercising InvestorsHolders”). Each Exercising Investor Holder shall, subject to the provisions of this Section 2.1(d2.2(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Holder must deliver an Undersubscription Investor Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event that, at any time, there are two (2) or more such Exercising Investors Series A Holders that choose to exercise the last-mentioned option Right of First Refusal for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) 2.2 shall be allocated to such Exercising Investors Series A Holders pro rata based on the number of shares of Transfer Stock such Exercising Investors Series A Holders have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Series A Holder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company The selling Key Holder shall immediately notify all of the Exercising Investors and Holders of the selling Key Holder number of remaining shares that factthe Exercising Holders elect to purchase pursuant to the Undersubscription Notice.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the options Securities and Exchange Commission pursuant to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all Rule 406 of the Exercising Investors and the selling Key Holder Securities Act of that fact1933, as amended.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must shall deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata rata, based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the non-selling Investors pursuant to Sections 2.1(b) and (c) non-selling Key Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors and Key Holders who fully exercised their Secondary Refusal Offer Right within the Investor Notice Period (the “Exercising InvestorsPurchasers”). Each Exercising Investor Purchaser shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Purchaser must deliver an Undersubscription Notice to the selling Key Holder or selling Investor, as appropriate, and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors Purchasers that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors Purchasers pro rata based on the number of shares of Transfer Stock such Exercising Investors Purchasers have elected to purchase pursuant to the Secondary Refusal Offer Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Purchaser has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsPurchasers, the Company shall immediately notify all of the Exercising Investors Purchasers and the selling Key Holder or selling Investor, as the case may be, of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the rights of first refusal and secondary refusal rights of the Company and the Investors pursuant to Sections 2.1(b) and (c) Investors, respectively, have been exercised with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right secondary refusal right under Section 1.1(b) above within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d1.1(c), have an additional option right to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such optionright, an Exercising Investor must deliver an Undersubscription Notice written notice to the selling Key Holder Company and the Company selling Stockholder that such Exercising Investor intends to exercise such right (an “Undersubscription Notice”) within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number availablesuch right, the remaining shares available for purchase under this Section 2.1(d1.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right their secondary refusal right under Section 1.1(b) above (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options Exercising Investors elect to purchase the all remaining unsubscribed shares are exercised in full by the Exercising Investorspursuant to this Section 1.1(c), the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors other Stockholders pursuant to Sections 2.1(bSubsections 4.1(b) and (c4.1(c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(cSubsection 4.1(c) (the “Investor Stockholder Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Stockholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Stockholders who fully exercised their Secondary Refusal Right within the Investor Stockholder Notice Period (the “Exercising InvestorsStockholders”). Each Exercising Investor Stockholder shall, subject to the provisions of this Section 2.1(dSubsection 4.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Stockholder must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10) days after the expiration of the Investor Stockholder Notice Period. In the event there are two (2) or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(dSubsection 4.1(d) shall be allocated to such Exercising Investors Stockholders pro rata based on the proportion that the Shares held by an Exercising Stockholder bears to the Shares held by all Exercising Stockholders who wish to purchase the remaining unsubscribed shares of Transfer Stock, provided that no Exercising Stockholders shall be obligated to purchase more than the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice)initially subscribed for. If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsStockholders, the Company shall immediately notify all of the Exercising Investors Stockholders and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 15-day period specified in the last sentence of Section 2.1(c2.1(b)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Right of First Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d2.1(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Exercising Stockholders with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Offer Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Offer Period, send written notice (the “Company Undersubscription Notice”) to those Investors Exercising Stockholders who fully exercised their Secondary Right of First Refusal Right within the Investor Notice Offer Period (the “Fully Exercising InvestorsStockholders”). Each Fully Exercising Investor Stockholder shall, subject to the provisions of this Section 2.1(dSubsection 2.1(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an a Fully Exercising Investor Stockholder must deliver an Undersubscription Notice to the selling Key Holder Prospective Transferor and the Company within ten (10) days after the expiration of the Investor Notice Offer Period (the “Undersubscription Offer Period”). In the event there are two (2) or more such Fully Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(dSubsection 2.1(b) shall be allocated to such Fully Exercising Investors Stockholders pro rata based on the number of shares of Transfer Stock such Fully Exercising Investors Stockholders have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Fully Exercising Investor Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Fully Exercising InvestorsStockholders, the Company shall immediately notify all of the Exercising Investors Stockholders and the selling Key Holder Prospective Transferor of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Major Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Major Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising InvestorsParties”). Each Exercising Investor Party shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Party must deliver an Undersubscription Notice to the selling Key Holder Common Investor or Non-Investor Stockholder, as applicable, and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors Parties that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors Parties pro rata based on the number of shares of Transfer Stock such Exercising Investors Parties have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Party has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsParties, the Company shall immediately notify all of the Exercising Investors Parties and the selling Key Holder Common Investor or Non-Investor Stockholder, as applicable, of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and Company, the Investors pursuant to Sections 2.1(b) and (c) and/or the non-selling Major Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Secondary Notice Period”), then the Company shall, within five (5) days promptly after the expiration of the Investor Secondary Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors and non-selling Major Holders who fully exercised their Secondary Refusal Right within the Investor Secondary Notice Period (the “Exercising InvestorsShareholders”). Each Exercising Investor Shareholder shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Shareholder must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) 10 days after the expiration of the Investor Secondary Notice Period. In the event there are two (2) or more such Exercising Investors Shareholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors Shareholders pro rata based on the number of shares of Transfer Capital Stock owned by such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right Shareholders (without giving effect to any shares of Transfer Stock that any such Exercising Investor Shareholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsShareholders, the Company shall immediately promptly notify all of the Exercising Investors Shareholders and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have the Right of First Refusal has been exercised by the Company and the Investors Non-Selling Stockholders pursuant to Sections Section 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Stockholder Exercise Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Stockholder Exercise Notice Period, send written notice (the “"Company Undersubscription Notice”") to those Investors Non-Selling Stockholders who fully exercised their Secondary Right of First Refusal Right within the Investor Stockholder Exercise Notice Period (the “"Exercising Investors”Stockholders"). Each Exercising Investor Stockholder shall, subject to the provisions of this Section 2.1(d)section, have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Stockholder must deliver an Undersubscription Notice to the selling Key Holder Selling Stockholder and the Company within ten (10) days after the expiration of the Investor Stockholder Exercise Notice Period. In the event there are two two‌ (2) or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares of Transfer Stock in excess of the number available, the remaining shares of Transfer Stock available for purchase under this Section 2.1(d) section shall be allocated to such Exercising Investors Stockholders pro rata based on the number of shares of Transfer Stock such Exercising Investors Stockholders have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares of Transfer Stock are exercised in full by the Exercising InvestorsStockholders, the Company shall immediately notify all of the Exercising Investors Stockholders and the selling Key Holder Selling Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Investor and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Investor of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day [***] period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days [***] after the expiration of the Investor Notice Period. In the event there are two (2) [***] or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Investor or selling Key Holder Holder, as applicable, and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Investor or selling Key Holder Holder, as applicable, of that fact.

Undersubscription of Transfer Stock. If the options to purchase have been exercised by the Company and the Investors Qualifying Other Stockholders pursuant to Sections 2.1(b) Subsections 3.2 and (c) 3.3 with respect to some but not all of the Transfer Stock by the end of the ten thirty (1030) day period specified in the last sentence of Section 2.1(c) Subsection 3.3 (the “Investor Stockholder Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Stockholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Stockholders who fully exercised their Secondary Refusal Right within the Investor Stockholder Notice Period (the “Exercising InvestorsStockholders”). Each Exercising Investor Stockholder shall, subject to the provisions of this Section 2.1(d)Subsection 3.4, have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Stockholder must deliver an Undersubscription Notice to the selling Key Holder Selling Stockholder and the Company within ten (10) days after the expiration of the Investor Stockholder Notice Period. In the event there are two (2) or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) Subsection 3.4 shall be allocated to such Exercising Investors Stockholder pro rata based on the number of shares of Transfer Stock such Exercising Investors Stockholders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsStockholders, the Company shall immediately notify all of the Exercising Investors Stockholders and the selling Key Holder Selling Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Investor with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section Subsection 2.1(c)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right or Primary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company in the case of a Proposed Key Holder Transferor the Company in the case of a Proposed Company Transfer within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have Investor has elected to purchase pursuant to the Secondary Refusal Right or Primary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 15-day period specified in the last first sentence of Section 2.1(c2.1(b)) (the “Investor "Election Notice Period”"), then the Company shall, within five (5) days immediately after the expiration of the Investor Election Notice Period, send written notice (the “Company "Undersubscription Notice”") to those Exercising Investors who fully exercised their Secondary Right of First Refusal Right within the Investor Election Notice Period (the “Exercising Investors”)Period. Each Exercising Investor shall, subject to the provisions of this Section 2.1(d2.1(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer NoticeNotice (the "Undersubscription Option"). To exercise such optionthe Undersubscription Option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Election Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option Undersubscription Option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Pharma Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Pharma Holder Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Pharma Holder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Pharma Holders who fully exercised their Secondary Refusal Right within the Investor Pharma Holder Notice Period (the “Exercising InvestorsPharma Holders”). Each Exercising Investor Pharma Holder shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Pharma Holder must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10) days after the expiration of the Investor Pharma Holder Notice Period. In the event there are two (2) or more such Exercising Investors Pharma Holders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors Pharma Holders pro rata based on the number of shares of Transfer Stock such Exercising Investors Pharma Holders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Pharma Holder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsPharma Holders, the Company shall immediately notify all of the Exercising Investors Pharma Holders and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 5-day period specified in the last sentence of Section 2.1(c2.1(e) (the “Investor Notice Period”), then the Company shall, within five (5) days promptly after the expiration of the Investor Notice Period, send written notice (the a “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”) pursuant to Section 2.1(e). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d2.1(f), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10seven 7) days after the expiration delivery of the Investor Notice PeriodCompany Undersubscription Notice. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(f) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company an Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Major Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day 10)-day period specified in the last sentence of Section 2.1(c3.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Major Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d3.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d3.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company an Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period [***] specified in the last sentence of Section 2.1(c)) (the “Investor Notice Period”), then the Company shall, within five (5) days [***] after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days [***] after the expiration of the Investor Notice Period. In the event there are two (2) [***] or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company Corporation and the ROFR/Co-Sale Investors pursuant to Sections 2.1(b) Subsections 6.2 and (c) 6.3 with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) Subsection 6.3 (the “Investor Notice Period”), then the Company Corporation shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Corporation Undersubscription Notice”) to those ROFR/Co-Sale Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d)Subsection 6.4, have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Transferring Investor and the Company Corporation within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) Subsection 6.4 shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Corporation Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company Corporation shall immediately reasonably promptly notify all of the Exercising Investors and the selling Key Holder Transferring Investor of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections Subsections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day [***] period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days [***] after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days [***] after the expiration of the Investor Notice Period. In the event there are two (2) [***] or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Exercising Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Exercising Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Fully Exercising Investors”). Each Fully Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an a Fully Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Fully Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such the Fully Exercising Investors pro rata based on such that each Fully Exercising Investor may purchase up to an amount of Transfer Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company pursuant to the Right of First Refusal) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Fully Exercising Investor immediately before consummation of the Proposed Key Holder Transfer and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Fully Exercising Investors immediately prior to the consummation of the Proposed Key Holder Transfer, plus the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to held by the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice)selling Key Holder. If the options to purchase the remaining shares are exercised in full by the Fully Exercising Investors, the Company shall immediately notify all of the Fully Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Major Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(cSubsection 6.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Major Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(dSubsection 6.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(dSubsection 6.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Major Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Major Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Major Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Major Investors who fully exercised their Secondary Refusal Right within the Major Investor Notice Period (the “Exercising Major Investors”). Each Exercising Major Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Major Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Major Investor Notice Period. In the event there are two (2) or more such Exercising Major Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Major Investors pro rata based on the number of shares of Transfer Stock such Exercising Major Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Major Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Major Investors, the Company shall immediately notify all of the Exercising Major Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 5-day period specified in the last sentence of Section 2.1(c2.1(d) (the “Investor Notice Period”), then the Company shall, within five (5) days promptly after the expiration of the Investor Notice Period, send written notice (the a “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”) pursuant to Section 2.1(d). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d2.1(e), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10seven 7) days after the expiration delivery of the Investor Notice PeriodCompany Undersubscription Notice. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(e) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company an Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 15-day period specified in the last first sentence of Section 2.1(c2.1(b)) (the “Investor Election Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Election Notice Period, send written notice (the “Company Undersubscription Notice”) to those Exercising Investors who fully exercised their Secondary Right of First Refusal Right within the Investor Election Notice Period (the “Exercising Investors”)Period. Each Exercising Investor shall, subject to the provisions of this Section 2.1(d2.1(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer NoticeNotice (the “Undersubscription Option”). To exercise such optionthe Undersubscription Option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Election Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option Undersubscription Option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c7.2(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d7.2(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Common Holder or selling Non-Lead Investor and the Company within ten (10) days after receiving the expiration of the Investor Notice PeriodCompany Undersubscription Notice. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d7.2(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Common Holder or selling Non-Lead Investor, as applicable, of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) or the Key Holders, as applicable, with respect to some but not all of the Transfer Stock by the end of the ten (10) 15-day period specified in the last sentence of Section 2.1(c) or 2.1(d), as applicable (the “Investor Secondary Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Secondary Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Qualifying Holders who fully exercised their Secondary Refusal Right within the Investor Secondary Notice Period (the “Exercising InvestorsHolders”). Each Exercising Investor Holder shall, subject to the provisions of this Section 2.1(d2.1(e), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Holder must deliver an Undersubscription Notice to the selling Investor or Key Holder Holder, as applicable, and the Company within ten (10) days after the expiration of the Investor Secondary Notice Period. In the event there are two (2) or more such Exercising Investors Holders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(e) shall be allocated to such Exercising Investors Holders pro rata based on the number of shares of Transfer Stock such Exercising Investors Holders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Holder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsHolders, the Company shall immediately notify all of the Exercising Investors Holders and the selling Investor or Key Holder Holder, as applicable, of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Significant Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section Subsection 2.1(c)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Significant Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(cSubsection 2.1(d) (Grant of Secondary Refusal Right to Holders) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Holders who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising InvestorsHolders”). Each Exercising Investor Holder shall, subject to the provisions of this Section 2.1(dSubsection 2.1(e), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Holder must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors Holders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(dSubsection 2.1(e) shall be allocated to such Exercising Investors Holders pro rata based on the number of shares of Transfer Stock such Exercising Investors Holder have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Holder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsHolders, the Company shall immediately notify all of the Exercising Investors Holders and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Existing Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) five-day period specified in the last sentence of Section 2.1(c2.1(a) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Existing Holders who fully exercised their Secondary Right of First Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d2.1(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Selling Existing Holder and the Company within ten three (103) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(b) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Selling Existing Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Selling Shareholder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Selling Shareholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 30-day period specified in the last sentence of Section 2.1(c2.1(b)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Right of First Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d)2.1, have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Transferring Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Right of First Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Transferring Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Existing Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten fifteen (10) day 15)-day period specified in the last sentence of Section 2.1(c5.1(b) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Existing Investors who fully exercised their Secondary Right of First Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d5.1(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder or Investor and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d5.1(c) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice)First Refusal. If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder or Investor of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c)) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Major Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Major Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company Company, Holdings and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to Holdings and those Investors Investors, in each case, who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Investor and/or Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Investor and/or Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase rights of first refusal have been exercised by the Company and the Investors or any Remaining Stockholders pursuant to Sections 2.1(b) and (c) this Section 3.2 with respect to some but not all of the Transfer Offered Stock by the end expiration of the ten (10) day period specified in the last sentence of Section 2.1(c) (the “Investor Stockholder Notice Period”), then the Company shall, within five three (53) days after the expiration of the Investor Stockholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Remaining Stockholders who fully exercised their Secondary Refusal Right right of first refusal within the Investor Stockholder Notice Period (the “Exercising InvestorsStockholders”). Each Exercising Investor Stockholder shall, subject to the provisions of this Section 2.1(d3.2(c)(iii), have an additional option right to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on Remaining Shares at the same price per Share and terms and conditions set forth in as those offered to the Proposed Transfer Noticeproposed transferee. To exercise such optionright, an Exercising Investor Stockholder must deliver an Undersubscription Notice to the selling Key Holder Offering Stockholder and the Company within ten (10) days after the expiration of the Investor Stockholder Notice Period. In the event there are two (2) or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option such right of first refusal for a total number of remaining shares Remaining Shares in excess of the number available, the remaining shares Remaining Shares available for purchase under this Section 2.1(d) 3.2(c)(iii), shall be allocated to such Exercising Investors Stockholders pro rata based on the number of shares of Transfer Offered Stock such Exercising Investors Stockholders have elected to purchase pursuant to the Secondary Refusal Right their rights of first refusal (without giving effect to any shares of Transfer Offered Stock that any such Exercising Investor Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options rights to purchase the remaining shares are exercised in full by the Exercising InvestorsStockholders, the Company shall immediately notify all of the Exercising Investors Stockholders and the selling Key Holder Offering Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Purchasers with respect to some but not all of the Transfer Stock by the end of the ten fifteen (10) day 15)-day period specified in the second to last sentence of Section 2.1(c9(b) (the “Investor Purchaser Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Purchaser Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Purchasers who fully exercised their Secondary Right of First Refusal Right within the Investor Purchaser Notice Period (the “Exercising InvestorsPurchasers”). Each Exercising Investor Purchaser shall, subject to the provisions of this Section 2.1(d9(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Purchaser must deliver an Undersubscription Notice to the selling Key Holder Transferring Purchaser and the Company within ten (10) days after the expiration of the Investor Purchaser Notice Period. In the event there are two (2) or more such Exercising Investors Purchasers that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d9(c) shall be allocated to each such Exercising Investors pro rata Purchaser based on that portion of the New Securities for which Purchasers were entitled to purchase but that were not purchased by the Purchasers which is equal to the ratio of (a) the number of shares of Transfer Preferred Stock owned by such Exercising Investors have elected Purchaser immediately prior to the issuance of New Securities (assuming full conversion of the Preferred Stock and exercise of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Exercising Purchaser) to (b) the total number of shares of Preferred Stock then held by all Exercising Purchasers (assuming full conversion of the Preferred Stock into Common Stock held by all Exercising Purchasers) who wish to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice)unsubscribed shares. If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsPurchasers, the Company shall immediately notify all of the Exercising Investors Purchasers and the selling Key Holder Transferring Purchasers of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Stockholder with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(cSubsection 4.1‎0) (the “Investor Stockholder Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Stockholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Stockholders who fully exercised their Secondary Refusal Right within the Investor Stockholder Notice Period (the “Exercising InvestorsStockholders”). Each Exercising Investor Stockholder shall, subject to the provisions of this Section 2.1(d)Subsection 4.1‎0, have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Stockholder must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10) days after the expiration of the Investor Stockholder Notice Period. In the event there are two (2) or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) Subsection 4.1‎0 shall be allocated to such Exercising Investors Stockholders pro rata based on the number of shares of Transfer Stock each such Exercising Investors have Stockholder has elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsStockholders, the Company shall immediately notify all of the Exercising Investors Stockholders and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) 10 day period specified in the last sentence of Section Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) 10 days after the expiration of the Investor Notice Period. In the event there are two (2) + or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section Subsection 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and any of the Investors pursuant to Sections 2.1(b5.1(b) and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c5.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d5.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d5.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder Stockholder of that fact.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) Stockholders with respect to some but not all of the Transfer Stock by the end of the ten (10) -day period specified in the last sentence of Section 2.1(c2.2(c)) (the “Investor Stockholder Notice Period”), then the Company shall, within five (5) days immediately after the expiration of the Investor Stockholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors Stockholders who fully exercised their Secondary Refusal Right within the Investor Stockholder Notice Period (the “Exercising InvestorsStockholders”). Each Exercising Investor Stockholder shall, subject to the provisions of this Section 2.1(d2.2(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor Stockholder must deliver an Undersubscription Notice to the selling Key Holder Stockholder and the Company within ten (10) days after the expiration of the Investor Stockholder Notice Period. In the event there are two (2) or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d2.2(d) shall be allocated to such Exercising Investors Stockholders pro rata based on the number of shares of Transfer Stock such Exercising Investors Stockholders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising InvestorsStockholders, the Company shall immediately notify all of the Exercising Investors Stockholders and the selling Key Holder Stockholder of that fact.