Pro Rata Treatment. Except to the extent otherwise provided herein: # each Borrowing (other than Swingline Borrowings) shall be made from the Appropriate ​, each payment of fees under Section 2.09 and 2.03(h) and (i))])] shall be made for account of the Appropriate ​, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the ​, pro rata according to the amounts of their respective Commitments; # each Borrowing shall be allocated pro rata among the ​ according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); # each payment or prepayment of principal of Loans by the ​ shall be made for account of the Appropriate ​ pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and # each payment of interest on Loans by the ​ shall be made for account of the Appropriate ​ pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Appropriate ​.

Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 4.13.

Pro-Rata Vesting Formula. The number of RSUs and any Dividend Equivalents that shall vest on a pro-rata basis as the result of the Grantee’s Termination of Employment in accordance with Section 5(e) above is determined by multiplying the number of RSUs granted to the Grantee (as set forth on the first page of this Agreement) and Dividend Equivalents as applicable by the number of months (counting partial months as whole months) from the Grant Date through the date of the Grantee’s Termination of Employment, and dividing the product by the total number of months between the Grant Date and the Vesting Date, as is illustrated below:

Pro Rata Target Bonus. At the same time (and subject to the same conditions) that an Eligible Executive receives a cash severance payment under [Section 3(a)], the Eligible Executive shall also receive a cash severance payment in an amount equal to a pro rata portion of the Eligible Executive’s target annual incentive award for the year of termination of employment (with such pro rata portion being the portion of the calendar year of termination that has been completed when the Eligible Executive’s employment is terminated).

Tenant’s Pro Rata Share. Upon the Effective Date, and subject to adjustment as stated in Section 2 of this Amendment, Landlord and Tenant agree that # Tenant’s Pro Rata Share is equal to 19.1839% for all purposes, # upon the Expansion Date (assuming it occurs prior to the Phase 2 Commencement Date, the Premises shall contain 43,127 Rentable Square Feet, and Tenant’s Pro Rata Share shall be equal to 22.4547% for all purposes and # upon the Phase 2 Commencement Date, the Premises shall contain 44,633 Rentable Square Feet and Tenant’s Pro Rata Share shall be equal to 23.2388% for all purposes.

Each borrowing by ​ of Revolving Credit Loans shall be made ratably from ​ in accordance with their Commitment Percentages.

Tenant’s Pro Rata Share. All references in the Lease for purposes of determining Tenant’s Pro Rata Share of the Building shall include the Expansion Space for purposes of calculating such percentage. Including the Expansion Space, as of the Expansion Date, Tenant’s Pro Rata Share of the Building shall be 9.78%.

such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage (“Letter of Credit Exposure”) shall be reallocated among the non-Defaulting ​ in accordance with their respective Pro Rata Shares but only to the extent # the sum of all non-Defaulting ​’ aggregate Advances plus such Defaulting Lender’s Pro Rata Share of the aggregate Letter of Credit Usage does not exceed the total of all non-Defaulting ​’ Revolver Commitments and # the conditions set forth in Section 3.2 are satisfied at such time;

the New Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments pursuant to Section

“Required Revolving Loan Lenders” means, subject to [Section 2.22], Revolving Loan Lenders whose Pro Rata Shares, in the aggregate, are greater than fifty percent (50%).