Common use of Over-Allotment Clause in Contracts

Over-Allotment. No later than five (5) Business Days following the expiration of the Pre-emptive Exercise Period, the Company shall give written notice (the “Over-allotment Notice”) to each Stockholder specifying the number of New Securities that each Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) and the aggregate number of remaining New Securities, if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising Stockholders. Each Fully Exercising Stockholder shall elect to purchase its allotment of Remaining New Securities by giving written notice to the Company specifying [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the number of Remaining New Securities it desires to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”).

Over-Allotment. No later than five If, within ten (510) Business Days following the expiration business days after receipt of the PreNotice, a Preferred Stock Holder does not notify the Preferred Selling Party that it desires to purchase its pro-emptive Exercise Periodrata share (or any part thereof) of the equity securities, those Preferred Stockholders who have elected to purchase equity securities during the Company shall give written notice ten (10) business day period (the “"Over-allotment Notice”Purchasers") to each Stockholder specifying the number of New Securities that each Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) and the aggregate number of remaining New Securities, if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising Stockholders. Each Fully Exercising Stockholder shall elect to purchase its allotment of Remaining New Securities by giving those equity securities not so purchased. The Preferred Selling Party shall provide written notice to the Company specifying [***] Certain information in this document has been omitted and filed separately with Over-allotment Purchasers not later than thirty (30) days after receipt of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Notice of the number of Remaining New Securities shares of equity securities of the Preferred Selling Party available for purchase pursuant to this over-allotment right. Each of these Over-allotment Purchasers shall have until forty (40) days after receipt of the Notice to notify the Preferred Selling Party in writing that it desires elects to purchase within five at least its pro rata share or any part thereof of the equity securities so offered. Each Over-allotment Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (5i) Business Days the number of receipt shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Over-allotment Purchaser as of the date of the Notice by (ii) the “total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by all Over-allotment Exercise Period”)Purchasers as of the date of the Notice.

Over-Allotment. No later than five (5) Business Days following the expiration If, within 25 days after receipt of the Pre-emptive Exercise PeriodCommon -------------- Notice, a Common Holder does not notify the Company shall give written notice that it desires to purchase its pro-rata share (or any part thereof) of the equity securities, those Common Holders who have elected to purchase equity securities during the 25 day period (the “"First Over-allotment Notice”Purchasers") to each Stockholder specifying the number of New Securities that each Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) and the aggregate number of remaining New Securities, if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising Stockholders. Each Fully Exercising Stockholder shall elect to purchase its allotment of Remaining New Securities by giving those equity securities not so purchased. The Company shall provide written notice to the Company specifying [***] Certain information in this document has been omitted and filed separately with First Over-allotment Purchasers not later than 30 days after receipt of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Common Notice of the number of Remaining New Securities it desires shares of equity securities of the Selling Party available for purchase pursuant to purchase within five (5) Business Days this over-allotment right. Each of these First Over-allotment Purchasers shall have until 40 days after receipt of the Common Notice to notify the Company in writing that it elects to purchase at least its pro rata share (but not less than its pro rata share) of the equity securities so offered. Each First Over-allotment Notice Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the “number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the First Over-allotment Exercise Period”)Purchaser as of the date of the Common Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by all First Over-allotment Purchasers as of the date of the Common Notice.

Over-Allotment. No later than If, within twenty-five (525) Business Days following days after receipt of -------------- the expiration Notice, a Series A Holder or Founder does not notify the Company that it desires to purchase its pro-rata share (or any part thereof) of the Preequity securities, those Founding Partners and Founders who have elected to purchase equity securities during the twenty-emptive Exercise Period, the Company shall give written notice five (25) day period (the “"Over-allotment Notice”Purchasers") to each Stockholder specifying the number of New Securities that each Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) and the aggregate number of remaining New Securities, if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising Stockholders. Each Fully Exercising Stockholder shall elect to purchase its allotment of Remaining New Securities by giving those equity securities not so purchased. The Company shall provide written notice to the Company specifying [***] Certain information in this document has been omitted and filed separately with Over-allotment Purchasers not later than thirty (30) days after receipt of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Notice of the number of Remaining New Securities shares of equity securities of the Selling Party available for purchase pursuant to this over-allotment right. Each of these Over-allotment Purchasers shall have until forty (40) days after receipt of the Notice to notify the Company in writing that it desires elects to purchase within five at least its pro rata share (5but not less than its pro rata share) Business Days of receipt the equity securities so offered. Each Over-allotment Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Over-allotment Purchaser as of the date of the Notice by (ii) the “total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held I by all Over-allotment Exercise Period”)Purchasers as of the date of the Notice.

Over-Allotment. No later than five If, within twenty (520) Business Days following the expiration days after receipt of the Pre-emptive Exercise PeriodNotice, a Series A Holder or Founder does not notify the Company shall give written notice that it desires to purchase its pro-rata share (or any part thereof) of the Equity Securities offered to the Series A Holder or Founder, those Series A Holders and Founders who have elected to purchase Equity Securities from the Selling Party during the twenty (20) day period (the “"Over-allotment Notice”Purchasers") may elect to each Stockholder specifying purchase their pro-rata share (or any part thereof) of those Equity Securities not so purchased. The Selling Party shall provide written notice not later than twenty-five (25) days after receipt of the Notice of the number of New shares of Equity Securities that each Stockholder has agreed to of the Selling Party available for purchase (including, for the avoidance of doubt, where such number is zero) and the aggregate number of remaining New Securities, if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of this over-allotment such right. Each of these Over-allotment Purchasers shall have until thirty-five (35) days after receipt of the Notice to notify the Selling Party in writing that if there are any Remaining New Securities, such Fully Exercising Stockholder may it elects to purchase some or all or any portion of its pro rata portion share of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising StockholdersEquity Securities so offered. Each Fully Exercising Stockholder Over-allotment Purchaser's pro rata share of the Equity Securities shall elect to purchase its allotment of Remaining New Securities be a fraction calculated by giving written notice to the Company specifying [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. dividing (i) the number of Remaining New shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding Equity Securities it desires to purchase within five (5) Business Days of receipt of held by the Over-allotment Purchaser as of the date of the Notice by (ii) the “total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding Equity Securities held by all Over-allotment Exercise Period”)Purchasers as of the date of the Notice.

Over-Allotment. No later than five (5) Business Days following the expiration If, within 55 days after receipt of the Pre-emptive Exercise PeriodCommon -------------- Notice, a Preferred Holder does not notify the Company shall give written notice that it desires to purchase its pro-rata share (or any part thereof) of the equity securities, those Preferred Holders who have elected to purchase equity securities during the 55 day period (the “"Second Over-allotment Notice”Purchasers") to each Stockholder specifying the number of New Securities that each Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) and the aggregate number of remaining New Securities, if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising Stockholders. Each Fully Exercising Stockholder shall elect to purchase its allotment of Remaining New Securities by giving those equity securities not so purchased. The Company shall provide written notice to the Company specifying [***] Certain information in this document has been omitted and filed separately with Second Over-allotment Purchasers not later than 60 days after receipt of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Common Notice of the number of Remaining New Securities it desires shares of equity securities of the Selling Party available for purchase pursuant to purchase within five (5) Business Days this over-allotment right. Each of these Second Over-allotment Purchasers shall have until 70 days after receipt of the Common Notice to notify the Company in writing that it elects to purchase at least its pro rata share (but not less than its pro rata share) of the equity securities so offered. Each Second Over-allotment Notice Purchaser's pro rata share of the equity securities shall be a fraction calculated by dividing (i) the “number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Second Over-allotment Exercise Period”)Purchaser as of the date of the Common Notice by (ii) the total number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by all Second Over-allotment Purchasers as of the date of the Common Notice.