Pro Rata ROFR Share

Pro Rata ROFR Share. As to each ROFR Eligible Investor's Right of First Refusal, the percentage determined by dividing (i) the number of Series A Shares and Series B-1 Shares held by the ROFR Eligible Investor on an as-converted basis on the date of the Transfer Notice (as defined in Section 2(b)), by (ii) the total number of Shares held by all Participating Investors exercising their Right of First Refusal as of such date