Pro Rata Co-Sale Share

Pro Rata Co-Sale Share. As to each Co-Sale Eligible Investor's Right of Co-Sale, the percentage determined by dividing (i) the number of Series A Shares and Series B-1 Shares held by the Co-Sale Eligible Investor on an as-converted basis, by (ii) the total number of Shares held by the Seller and all Selling Investors (as defined in Section 4(a)) on an as-converted basis