Common use of Undersubscription of Transfer Stock Clause in Contracts

Undersubscription of Transfer Stock. If the Right of First Refusal and Secondary Refusal Rights have been exercised by the Company and/or the Major Investors with respect to some but not all of the Transfer Stock by the end of the Investor Notice Period, then the Company shall, promptly after the expiration of the Investor Notice Period, send written notice to those Major Investors who fully exercised their Secondary Refusal Rights (the “Exercising Investors”), offering such Exercising Investors the additional right to purchase all or any part of such unpurchased shares of Transfer Stock on the terms and conditions set forth in the Transfer Notice. To exercise such right, the Exercising Investor shall deliver an Undersubscription Notice to the selling Affected Holder and the Company within 5 business days after the receipt of the notice referred to above in this Section 2(a)(5). In the event there are two or more Exercising Investors that choose to exercise such right for a total number of remaining shares in excess of the number available, the remaining shares available for purchase shall be allocated to such Exercising Investors pro rata based on the number of shares of Capital Stock such Exercising Investors have elected to purchase. If the right to purchase such remaining shares is exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors of that fact.

Undersubscription of Transfer Stock. If the Right of First Refusal and Secondary Refusal Rights options to purchase have been exercised by the Company and/or and the Major Investors with respect to some but not all of the Transfer Stock by the end of the 10-day period specified in the last sentence of Section 2.1(c)) (the “Investor Notice Period”), then the Company shall, promptly 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 Rights Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, offering such Exercising Investors subject to the provisions of this Section 2.1(d), have an additional right option to purchase all or any part of the balance of any such unpurchased remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such rightoption, the an Exercising Investor shall must deliver an Undersubscription Notice to the selling Affected Holder Founder and the Company within 5 business ten (10) days after the receipt expiration of the notice referred to above in this Section 2(a)(5)Investor Notice Period. In the event there are two or more such Exercising Investors that choose to exercise such right the last-mentioned option for a total number of remaining shares in excess of the number available, the all of such 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 Capital Stock such Exercising Investors have elected to purchaseInvestors’ Pro Rata Portion. If the right options to purchase all of such remaining shares is are exercised in full by one or more of the Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Founder of that fact.

Undersubscription of Transfer Stock. If the Right of First Refusal and Secondary Refusal Rights options to purchase have been exercised by the Company and/or and the Major Investors with respect to some but not all of the Transfer Stock by the end of the 10-day period specified in the last sentence of Section 4.2(c) (the “Investor Notice Period”), then the Company shall, promptly 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 Rights Right within the Investor Notice Period (the “Exercising Investors”) (with a copy to the Selling Holder). Each Exercising Investor shall, subject to the provisions of this Section 4.2(d), offering such Exercising Investors the have an additional right option to purchase all or any part of the balance of any such unpurchased remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such rightoption, the an Exercising Investor shall must deliver an Undersubscription Notice to the selling Affected Selling Holder and the Company within 5 business ten (10) days after the receipt expiration of the notice referred to above in this Section 2(a)(5)Investor Notice Period. In the event there are two or more such Exercising Investors that choose to exercise such right the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase shall be allocated to such Exercising Investors pro rata based on the number of shares of Capital Stock such Exercising Investors have elected to purchase. If the right to purchase such remaining shares is exercised in full by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors of that fact.remaining