Common use of Holders’ Right of First Refusal Clause in Contracts

Holders’ Right of First Refusal. (a) At any time prior to a Qualified Public Offering, before the Transferor of Securities may effect any Transfer of all or a portion of the Preferred Stock held by such Transferor (the “Offered Preferred”), the Transferor shall deliver to the Company and to the Holders a Transferor’s Notice stating (i) the Transferor’s bona fide intention to Transfer such Offered Preferred; (ii) the name and address of each proposed Transferee; and (iii) the bona fide cash price or other consideration for which the Transferor proposes to Transfer such Offered Preferred (the “Preferred Price”); and the Transferor shall offer the Offered Preferred at the Preferred Price first to the non-selling Holders and then to the Company. (b) Upon receipt of the Transferor’s Notice, each Holder shall have the right of first refusal to purchase the number of shares of the Offered Preferred equal to such Holder’s pro rata amount of such Offered Preferred (determined by dividing the sum of (i) the number of shares of Common Stock underlying the Preferred Stock of such Holder and (ii) the number of shares of Common Stock held by such Holder that were received upon conversion of Preferred Stock, by the sum of (x) the number of shares of Common Stock underlying the Preferred Stock outstanding other than the Offered Preferred and (y) the number of shares of Common Stock outstanding that were received upon conversion of Preferred Stock held by all Holders other than

Holders’ Right of First Refusal. (ai) At Each Holder shall have an option for a period of fifteen (15) days from the Delivery of the Additional Transfer Notice from the Selling Founder set forth in Section12.1(c) to elect to purchase its respective pro rata share of the Offered Shares covered by the Additional Transfer Notice at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option (a “Participating Holder” for the purposes of Section 2.1(d) and 2.1(e)) and, thereby, purchase all or any time prior to a Qualified Public Offeringportion of his, her or its pro rata share of the Offered Shares covered by the Additional Transfer Notice, by notifying the Selling Founder and the Company in writing, before the Transferor of Securities may effect any Transfer of all or a portion expiration of the Preferred Stock held by fifteen (15) day period as to the number of such Transferor shares that he, she or it wishes to purchase (the “Offered PreferredParticipating Holder Notice”), the Transferor shall deliver to the Company and to the Holders a Transferor’s Notice stating (i) the Transferor’s bona fide intention to Transfer such Offered Preferred; (ii) the name and address of each proposed Transferee; and (iii) the bona fide cash price or other consideration for which the Transferor proposes to Transfer such Offered Preferred (the “Preferred Price”); and the Transferor shall offer the Offered Preferred at the Preferred Price first to the non-selling Holders and then to the Company. (b) Upon receipt of the Transferor’s Notice, each Holder shall have the right of first refusal to purchase the number of shares of the Offered Preferred equal to such . Each Holder’s pro rata amount share of the Offered Shares covered by the Additional Transfer Notice shall be a fraction of such Offered Preferred (determined by dividing the sum shares, of (i) which the number of shares of Common Stock underlying the (including shares of Common Stock issuable upon conversion of shares of Preferred Stock of (“Preferred Shares”) owned by such Holder on the date of the Transfer Notice shall be the numerator and (ii) the total number of shares of Common Stock held by such Holder that were received (including shares of Common Stock issuable upon conversion of Preferred Stock, by the sum of (xShares) the number of shares of Common Stock underlying the Preferred Stock outstanding other than the Offered Preferred and (y) the number of shares of Common Stock outstanding that were received upon conversion of Preferred Stock held by all Holders other thanon the date of the Transfer Notice shall be the denominator.