Common use of Waiver of Right of First Refusal Clause in Contracts

Waiver of Right of First Refusal. In the event that the Right of First Refusal in Section 4.1 is waived pursuant to Section 6.7 hereof with respect to an issuance of New Securities by the Company, and any Investor that consented to such waiver pursuant to Section 6.7 (a “Waiving Investor”) is nevertheless permitted to purchase any such New Securities, each Investor that is not a Waiving Investor shall be entitled to purchase its Adjusted Pro Rata Share (as defined below) of such New Securities upon the terms and conditions set forth in Section 4.1. For purposes of this Section 4.3, an Investor’s “Adjusted Pro Rata Share” of the New Securities subject to the waiver described herein shall be equal to (i) such Investor’s Pro Rata Share of such New Securities multiplied by (ii) the highest percentage (up to 100%) of any Waiving Investor’s Pro Rata Share that such Waiving Investor is permitted to purchase. For example, if only one Waiving Investor is permitted to purchase any New Securities and it is permitted to purchase 50% of its Pro Rata Share of the New Securities, each Investor’s Adjusted Pro Rata Share shall be 50% of its Pro Rata Share. For another example, if one Waiving Investor is permitted to purchase 60% of its Pro Rata Share and another Waiving Investor is permitted to purchase 110% of its Pro Rata Share, each Investor’s Adjusted Pro Rata Share shall be 100% of its Pro Rata Share.

Waiver of Right of First Refusal. In the event that the Right right of First Refusal first refusal in Section 4.1 is waived pursuant to Section 6.7 5.5 or 4.7(i) hereof with respect to an issuance of New Equity Securities by the Company, and any Investor that consented to such waiver pursuant to Section 6.7 5.5 or 4.7(i) (a “Waiving Investor”) is nevertheless permitted to purchase any such New Equity Securities, each Investor that is not a Waiving Investor shall be entitled to purchase its Adjusted Pro Rata Share (as defined below) of such New Securities upon the terms and conditions set forth in Section 4.1Sections 4.1 and 4.2. For purposes of this Section 4.34.4, an Investor’s “Adjusted Pro Rata Share” of the New Equity Securities subject to the waiver described herein shall be equal to (i) such Investor’s Pro Rata Share pro rata share of such New Equity Securities (as determined pursuant to Section 4.1) multiplied by (ii) the highest percentage (up to 100%) of any Waiving Investor’s Pro Rata Share pro rata share (as determined pursuant to Section 4.1) that such Waiving Investor is permitted to purchase. For example, if only one Waiving Investor is permitted to purchase any New Equity Securities and it is permitted to purchase 50% of its Pro Rata Share pro rata share of the New Equity Securities, each Investor’s Adjusted Pro Rata Share shall be 50% of its Pro Rata Sharepro rata share. For another example, if one Waiving Investor is permitted to purchase 60% of its Pro Rata Share pro rata share and another Waiving Investor is permitted to purchase 110% of its Pro Rata Sharepro rata share, each Investor’s Adjusted Pro Rata Share shall be 100% of its Pro Rata Share.Rata

Waiver of Right of First Refusal. In the event that the Right of First Refusal in Section 4.1 4.1(a) is waived pursuant to Section 6.7 5.8 hereof with respect to an issuance of New Securities by the Company, and any Investor that consented to such waiver pursuant to Section 6.7 5.8 (a “Waiving Investor”) is nevertheless permitted to purchase any such New Securities, each Investor that is not a Waiving Investor shall be entitled to purchase its Adjusted Pro Rata Share (as defined below) of such New Securities upon the terms and conditions set forth in Section 4.14.1(a). For purposes of this Section 4.3, an Investor’s “Adjusted Pro Rata Share” of the New Securities subject to the waiver described herein shall be equal to (i) such Investor’s Pro Rata Share of such New Securities multiplied by (ii) the highest percentage (up to 100%) of any Waiving Investor’s Pro Rata Share that such Waiving Investor is permitted to purchase. For example, if only one Waiving Investor is permitted to purchase any New Securities and it is permitted to purchase 50% of its Pro Rata Share of the New Securities, each Investor’s Adjusted Pro Rata Share shall be 50% of its Pro Rata Share. For another example, if one Waiving Investor is permitted to purchase 60% of its Pro Rata Share and another Waiving Investor is permitted to purchase 110% of its Pro Rata Share, each Investor’s Adjusted Pro Rata Share shall be 100110% of its Pro Rata Share. This Section 4.3 shall in no way limit General Atlantic’s rights to purchase New Securities pursuant to Section 4.1(b) or Oversubscription Securities pursuant to Section 4.1(a).