Common use of Shares Includable Clause in Contracts

Shares Includable. Each Major Investor who timely exercises such Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 4.3(a) may include in the Proposed Transfer all or any part of such Major Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Transfer (excluding shares purchased by the Company or the Major Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Investor immediately before consummation of the Proposed Transfer and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Major Investors immediately prior to the consummation of the Proposed Transfer, plus the number of shares of

Shares Includable. Each Major Participating Investor who timely exercises such Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 4.3(a) may include in the Proposed Key Holder Transfer all or any part of such Major Participating Investor’s Capital 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 or the Major Investors pursuant to the Right of First Refusal or the Secondary Refusal RightRefusal) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Participating 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 Major Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer, plus the number of shares ofof Transfer Stock held by the Key Holders.

Shares Includable. Each Major The Participating Investor who timely exercises such Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 4.3(a) may include in the Proposed Key Holder Transfer all or any part of such Major Participating Investor’s 's Capital 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 or the Major Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Participating Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that the Investor has agreed to purchase pursuant to the Right of First Refusal) and the denominator of which is the total number of shares of Capital Stock owned, in owned by the aggregate, by all Major Investors immediately prior to the consummation of the Proposed Transfer, Participating Investor plus the number of shares ofof Transfer Stock held by the selling Key Holder.

Shares Includable. Each Major Investor who timely exercises such Investor’s Right of Co-Sale by delivering the written notice provided for above in Section 4.3(a) Participating Stockholder may include in the Proposed Transfer all or any part of such Major InvestorParticipating Stockholder’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Transfer (excluding shares purchased by the Company or the Major Investors Exercising Purchasers pursuant to the Right of First Refusal or the Secondary Refusal RightRefusal) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Major Investor Participating Stockholder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Major Investors Participating Stockholders immediately prior to the consummation of the Proposed Transfer, Transfer plus the number of shares ofof Transfer Stock held by the Selling Stockholder.