Common use of First Participation Notice Clause in Contracts

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Rights Holder”) written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen (15) days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within the First Participation Period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes of the right of participation in this Article III is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Participation Rights Holder are convertible (calculated on an as-converted basis), to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor and the Principal Parties (the “Participation Rights Holder”) written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen (15) days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within the First Participation Period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes of the right of participation in this Article III is the ratio of (a) the number of Class A Ordinary Shares into which the then outstanding Senior Preferred Shares (including Class A Ordinary Share Equivalents) held by such Participation Rights Holder are convertible (calculated on an as-converted basiswith respect to the Principal Parties, the Principal New Shares then held by the Principal Parties only), to (b) the total number of the Class A Ordinary Shares into which the then outstanding Senior Preferred Shares (including Class A Ordinary Share Equivalents) held by all Participation Rights Holders are convertible (calculated on an as-converted basisamong which, with respect to the Principal Parties, the Principal New Shares then held by the Principal Parties only) immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Rights Holder”) Holder written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen ten (1510) days Business Days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase such Participation Rights Holder’s Pro Rata Share pro rata share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed exceeding such Participation Rights Holder’s Pro Rata Sharepro rata share). If any Participation Rights Holder fails to so agree in writing within the First Participation Period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securitiesten (10) Business Day period, then such Participation Rights Holder shall forfeit be deemed to have forfeited the right hereunder to purchase that part of its Pro Rata Share pro rata share of such New Securities that it did not agree to purchase. A For purposes of this Section 5, “pro rata share” of a Participation Rights Holder’s “Pro Rata Share” Holder for purposes of the right Right of participation in this Article III Participation is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder are convertible (calculated on an as-converted basis)Holder, to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Rights Holder”) Holder written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class of the New Securities, the name and address of each proposed subscriber, the price per New Security and the general other material terms and conditions upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen ten (1510) days from Business Days after the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree elect on behalf of itself or its Affiliates in writing to purchase up to such Participation Rights Holder’s Pro Rata Share of such New Securities for the price per New Security and upon the other terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree elect in writing within the First Participation Period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree elect to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes of the right of participation in this Article III is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Participation Rights Holder are convertible (calculated on an as-converted basis), to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

First Participation Notice. In the event that either (i) the Company proposes to undertake effect an issuance of any New Securities and such issuance is not to occur in an SVF Priority Preemptive Right Issuance Round, or (ii) the Company proposes to effect an issuance of New Securities in a single transaction an SVF Priority Preemptive Right Issuance Round and SVF has elected or a series of related transactionsforfeited its priority preemptive right set out in Section 5.03(a), it the Company shall give to each Investor (the “Participation Rights Holder”) Holder a written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen (15) days Business Days from the date of receipt of any such the First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice Notice, by giving a written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within the First Participation Period such fifteen (15) Business Days to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Rights Holder shall forfeit the be deemed to have forfeited its right hereunder to purchase that part portion of its Pro Rata Share of such New Securities that it did not agree to purchase, without prejudice to participating in any future or other offerings of New Securities. A Participation Rights Holder’s “Pro Rata Share” for purposes means, (A) in the case of the right of participation in this Article III is Section 5.03(b)(i) and with respect to a Participation Rights Holder, the ratio of (ax) the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully diluted and as-converted basis) held by such Participation Rights Holder are convertible (calculated on an as-converted basis)immediately prior to the issuance of New Securities giving rise to the Preemptive Right, to (by) the total number of the Ordinary Shares into which the (calculated on a fully diluted and as-converted basis) then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the issuance of the New Securities giving rise to the Right Preemptive Right; or (B) in the case of ParticipationSection 5.03(b)(ii) and with respect to a Participation Rights Holder other than SVF, the ratio of (xx) the number of the Ordinary Shares (calculated on a fully diluted and as-converted basis) held by such Participation Rights Holder immediately prior to the issuance of New Securities giving rise to the Preemptive Right, to (yy) the total number of Ordinary Shares (calculated on a fully diluted and as-converted basis) then held by all Participation Rights Holders other than SVF immediately prior to the issuance of New Securities giving rise to the Preemptive Right.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Preemptive Rights Holder”) Holder written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Participation Preemptive Rights Holder shall have fifteen (15) days Business Days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase up to such Participation Preemptive Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Preemptive Rights Holder’s Pro Rata Share). If any Participation Preemptive Rights Holder fails to so agree respond in writing within the First Participation Period such fifteen (15) Business Days period to purchase such Participation Preemptive Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Preemptive Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes of the , but shall not be deemed to forfeit any right of participation in this Article III is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Participation Rights Holder are convertible (calculated on an as-converted basis), with respect to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the any other issuance of the New Securities giving rise to the Right of ParticipationSecurities.

First Participation Notice. In Subject to the terms and provisions of Section 7.6 (Next Round Financing) hereof, in the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Preemptive Rights Holder”) Holder written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Preemptive Rights Holder shall have fifteen thirty (1530) days Business Days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase up to such Participation Preemptive Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice (the “Preemptive Notice”) to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Preemptive Rights Holder’s Pro Rata Share). If any Participation Preemptive Rights Holder fails to so agree respond in writing within the First Participation Period such thirty (30) Business Day period to purchase all or any part of such Participation Preemptive Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Preemptive Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes of the , but shall not be deemed to forfeit any right of participation in this Article III is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Participation Rights Holder are convertible (calculated on an as-converted basis), with respect to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the any other issuance of the New Securities giving rise to the Right of ParticipationSecurities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Rights Holder”) Holder written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen twenty (1520) days Business Days from the date of receipt of any such First Participation Notice to (the “First Participation Period”i) to agree on behalf of itself or its Affiliates in writing to purchase such up to its Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share)) and (ii) provide written evidence of funds (i.e. bank confirmation letter) in the amount of the purchase price of the New Securities elected to be purchased. If any Participation Rights Holder fails to so agree satisfy both Section 4.4(a)(i) and Section 4.4(a)(ii) in writing within the First Participation Period such twenty (20) Business Day period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes Notwithstanding the foregoing, the Series B Lead Investor shall have the right, but not the obligation, to purchase an additional number of the right of participation in this Article III is the ratio of (a) New Securities above and beyond the number of Ordinary Shares into which its Pro Rata Share up to an portion that the then outstanding Senior Preferred Shares total equity interest held by such Participation Rights Holder are convertible the Series B Lead Investor shall represent fifteen percent (calculated 15%) of the shares of the Company on an fully-diluted and as-converted basis)basis immediately after the closing of such issuance of New Securities. If the Series B Lead Investor elects to exercise such right to purchase additional New Securities, to (b) then the total maximum number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation shares that each other Participating Rights Holders are convertible (calculated on an as-converted basisis entitled to purchase under this Section 4.4(a) immediately prior to the issuance of the New Securities giving rise to the Right of Participationshall be reduced accordingly.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions)Securities, it shall give to each Investor (the “Participation Rights Holder”) Holder written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each All Participation Rights Holder Holders shall have fifteen (15) days the right, but not the obligation, within 15 Business Days from the date of receipt of any such the First Participation Notice (the “First Participation Period”) ), to agree on behalf of itself or its Affiliates in writing elect to purchase such Participation Rights Holder’s Pro Rata Share Allocation of such the New Securities for the price and upon described in such First Participation Notice on the terms and conditions specified in the First Participation Notice Notice, by giving written notice delivering to the Company and stating therein a written notice (the quantity “First Participation Exercise Notice”) setting forth the number of the New Securities to be purchased (not to exceed which such Participation Rights Holder’s Holder elects to purchase (which shall not exceed its Pro Rata ShareAllocation), and such written notice shall be binding and irrevocable. If any Participation Rights Holder fails to so agree exercise in writing within the First Participation Period to purchase such full its Participation Rights Holder’s full Pro Rata Share of an offering of such to subscribe for New SecuritiesSecurities in accordance with this Section 4.3(a), then such Participation Rights Holder shall forfeit be deemed to have irrevocably waived its Participation Rights with respect to the right hereunder to purchase that part of its Pro Rata Share portion of such New Securities that it did not agree elect to purchase, but shall not be deemed to forfeit any right with respect to any issuance of other New Securities. A Participation Rights Holder’s “Pro Rata Share” for purposes of the right of participation in this Article III is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Participation Rights Holder are convertible (calculated on an as-converted basis), Didi shall be entitled to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by designate third party purchasers to purchase all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the issuance or any part of the New Securities giving rise to comprised in its Pro Rata Allocation and shall notify the Right Company of Participationany such assignment of its Participation Rights.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Rights Holder”) Holder written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities, at least thirty (30) business days before the issuance day. Each Participation Rights Holder shall have fifteen (15) business days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within the First Participation Period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes of the right of participation in this Article III is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Participation Rights Holder are convertible (calculated on an as-converted basis), to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

First Participation Notice. In the event that the Company proposes to undertake an issuance of any issue New Securities (in a single transaction or a series of related transactions)Securities, it shall give to each Investor (the “Participation Rights Holder”) Preferred Shareholder a written notice of its intention to issue such New Securities (the “First Participation Notice”), stating that it is the First Participation Notice and describing the amount and class type of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder Preferred Shareholder shall have fifteen (15) days from the date of receipt right to purchase up to its pro rata share of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving a written notice to the Company within ten (10) Business Days from the date of receipt of such Participation Notice and stating therein the quantity of the New Securities to be purchased by it (not to exceed such Participation Rights HolderPreferred Shareholder’s Pro Rata Sharepro rata share). If any Participation Rights Holder Preferred Shareholder fails to so agree respond in writing within the First Participation Period such ten (10) Business Day period to purchase such Participation Rights Holder’s full Pro Rata Share its pro rata share of an offering of such the New SecuritiesSecurities in full, then such Participation Rights Holder it shall forfeit the right hereunder to purchase that part of its Pro Rata Share pro rata share of such New Securities that it did not agree elect to purchasepurchase but without prejudice to its any right to participate in any future or other offerings of New Securities. A Participation Rights HolderFor the purposes of this Section 2.2, a Preferred Shareholder’s “Pro Rata Sharepro rata share” for purposes of the right of participation in this Article III is shall mean the ratio of (a) the aggregate number of all Ordinary Shares into which (assuming the then outstanding Senior conversion of all Preferred Shares and exercise of all Warrants) held by such Participation Rights Holder are convertible (calculated on an as-converted basis), to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) Shareholder immediately prior to the issuance of the New Securities giving rise Securities, to (b) the aggregate number of all Ordinary Shares (assuming the conversion of all Preferred Shares and exercise of all Warrants) then outstanding held by all Preferred Shareholders immediately prior to the Right issuance of Participationthe New Securities.