Common use of Holder’s Option Clause in Contracts

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following such Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen twenty (1520) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share shares Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share shares Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to the Company and to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such certificates for the Offered Shares to be purchased and properly endorsed transfer at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the HolderCompany’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) 2.2 with respect to all (and not less than all) of the Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and shall instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder2.4. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) 2.2 any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder The Holders shall have an option for a period of fifteen twenty (1520) days following such Holder’s Business Days from the Holders’ receipt of the Holder Additional Selling Shareholder Transfer Notice from the Selling Shareholder set forth in Section 5(c) hereof to elect to purchase its their respective pro rata share shares of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Additional Selling Shareholder Transfer Notice. (ii) . Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment reallotments as provided below) of the Remaining Offered Shares, by notifying the Transferor Selling Shareholder and the Company in writing, before expiration of the fifteen twenty (1520) day Business Day period as to the number of such shares that which it wishes to purchase (including any re-allotmentreallotment, up to an indicated share limit). (iii) . Each such Holder’s pro rata share of the Remaining Offered Shares shall be a fractionfraction of the Remaining Offered Shares, the numerator of which shall be the number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Stock) owned by such Holder on the date of the Holder Selling Shareholder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share Equivalentsshares of Series A Preferred Stock) held by all Holders on the date of the Selling Shareholder Transfer Notice shall be the denominator. Each Holder shall have a right of reallotment such datethat, multiplied by the Offered Shares. (iv) If if any other Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected right to purchase its entire full pro rata share of the Remaining Offered Shares (Shares, the “Purchasing Holders”). Such Re-allotment Notice other participating Holders may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have exercise an additional right to purchase, on a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Lawsbasis, the Holder shall be entitled to apportion Offered Remaining Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) not previously purchased. If a Holder gives the Transferor Selling Shareholder notice that it desires to purchase its pro rata share of the Remaining Offered SharesShares and, as the case may be, its reallotment, then payment for the Remaining Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such the Remaining Offered Shares to be purchased at a place agreed by upon between the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the HolderCompany’s receipt of the Holder Selling Shareholder Transfer Notice, unless such notice the Selling Shareholder Transfer Notice contemplated a later closing with the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d)5(e) hereof. (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If Subject to the Company at any time elects not to purchase all Holders’ exercising of the Offered Shares pursuant to its right their rights of first refusal co-sale set forth in Section 2.2(b) hereof9.3, then each Holder the Holders shall have an option for a period of fifteen (15) days following such Holder’s the receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before the expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment)purchase. (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.29.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii9.2(b)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, If the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery allotment of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d9.2(c). (viivi) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail fails to exercise their its purchase option pursuant to this Section 2.2(c) 9.2 with respect to all (and not less than all) any portion of the Offered Shares, then the Transferor shall be under no obligation to transfer such portion of the Offered Shares to the Holders or the Company pursuant to this Section 2.2 9.2 and instead shall be free to sell such portion of the Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 9.3 and 2.4 Section 9.4 hereunder. (viiivii) The Transferor shall have Notwithstanding the right forgoing, if more than one Holder wants to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises exercise its right of first refusal to purchase refusal, the Holders may negotiate the percentage of the Offered SharesShares they can buy under this Section 9.2, then, upon the date of the completion of the relevant share transfersif no agreement can be reached, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to can only purchase all its respective pro rata share of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii2.2(c)(iiii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder The Non-Transferring Holders shall have an option for a period of fifteen ten (1510) days following such from the Holder’s 's receipt of the Holder Additional Transfer Notice from the Transferring Holder set forth in Section 3.1(c) to elect to purchase its their respective pro rata share shares of the Offered Remaining Shares at the same price and subject to the same material terms and conditions as described in the Holder Additional Transfer Notice. (ii) . Each such Non-Transferring Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any re-allotment reallotments as provided below) of the Offered Remaining Shares, by notifying the Transferor Transferring Holder and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that which he, she or it wishes to purchase (including any rereallotment). Each Non-allotment). (iii) Each such Transferring Holder’s 's pro rata share of the Offered Remaining Shares shall be a fractionfraction of the Remaining Shares, the numerator of which shall be the number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) owned by such Non-Transferring Holder on the date of the Holder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) held by the Transferring Holder and all other Non-Transferring Holders on the date of the Transfer Notice shall be the denominator. Each Non-Transferring Holder shall have a right of reallotment such datethat, multiplied by the Offered Shares. (iv) If if any other Non-Transferring Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected right to purchase its entire full pro rata share of the Offered Shares (Remaining Shares, the “Purchasing Holders”). Such Reother participating Non-allotment Notice Transferring Holders may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have exercise an additional right to purchase, on a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Lawsbasis, the Remaining Shares not previously purchased. Each Non-Transferring Holder shall be entitled to apportion Offered Remaining Shares to be purchased among its partners and Affiliates upon written notice affiliates, provided that such apportionment does not cause the Company to be subject to the Company public company reporting requirements under the Securities Exchange Act, of 1934, as amended) number of partners and affiliates not exceed ten, and provided further that such Non-Transferring Holder notifies the Transferor. (vi) Transferring Holder of such allocation. If a Non-Transferring Holder gives the Transferor Transferring Holder notice that it desires to purchase Offered Sharesits pro rata share of the Remaining Shares and, as the case may be, its reallotment, then payment for the Offered Remaining Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such Offered the Remaining Shares to be purchased at a place agreed by upon between the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s Company's receipt of the Holder Transfer Notice, unless such notice the Transfer Notice contemplated a later closing with the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d3.1(e). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen thirty (1530) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen thirty (1530) day period after delivery of the Transfer Notice as to the number of such shares Offered Shares that it wishes to purchase (including any re-allotment)purchase. (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.29.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii9.2(b)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d9.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) 9.2 with respect to any or all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such the remaining Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 9.3 and 2.4 Section 9.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date the notice of the completion of the relevant share transferssuch exercise is given by such Holder, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this AgreementHolder, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen thirty (1530) days following such from the Holder’s 's receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) 30-day period as to the number of such shares that which it wishes to purchase (including any re-allotment). . For purposes of this clause (iii) Each such ii), each Holder’s 's pro rata share of the Offered Shares Share shall be a fractionfraction of the Offered Shares, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Shares Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Sharesdate of the Transfer Notice shall be the denominator. (iviii) If any Each Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice which exercises its right of such failure first refusal under clause (the “Re-allotment Notice”ii) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares above (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2an "EXERCISING HOLDER") days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from that, if any other Holder fails to exercise the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed right to purchase under Section 2.2(c)(iii) to include their respective its full pro rata share of the Offered Shares, the Exercising Holder may exercise an additional right to purchase a pro rata share of such unpurchased Offered Shares contained by notifying the Transferor and the Company in any Rewriting within ten (10) days after the expiration of the 30-allotment Noticeday period described in clause (ii) above. For purposes of this clause (iii), each Exercising Holder's pro rata share of the unpurchased Offered Shares shall be a fraction of the unpurchased Offered Shares (rounded to the nearest whole share), of which the number of shares to be purchased by such Exercising Holder under clause (ii) shall be the numerator, and the total number of shares to be purchased by all Exercising Holders under clause (ii) shall be the denominator. (viv) Subject to applicable securities Laws, the Each Holder shall be entitled to apportion the Offered Shares to be purchased among its partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and the TransferorTransferor of such allocation. (viv) If a Holder gives the Transferor notice that it desires to purchase its pro rata share of the Offered SharesShares and, as the case may be, its re-allotment, then payment for the Offered Shares to be purchased shall be by a cashier's or certified check or wire transfer in immediately available funds of the appropriate currencyfunds, against delivery of such the Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five sixty (4560) days after the Holder’s 's receipt of the Holder Transfer Notice, unless such notice the Transfer Notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen (15) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) day period after delivery of the Transfer Notice as to the number of such shares Offered Shares that it wishes to purchase (including any re-allotment)purchase. (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.29.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii9.2(b)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s 's receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d9.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) 9.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 9.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 9.3 and 2.4 Section 9.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) 9.2 any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen thirty (1530) days following such from the Holder’s receipt of the Holder Additional Transfer Notice to elect to purchase its respective pro rata share of the Offered Remaining Shares at the same price and subject to the same material terms and conditions as described in the Holder Additional Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Remaining Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) thirty-day period as to the number of such shares that which it wishes to purchase purchase. For purposes of this clause (including any re-allotmentii). (iii) Each such , each Holder’s pro rata share of the Offered Remaining Shares shall be a fractionfraction of the Remaining Shares, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Common Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Common Share Equivalents) held by all Holders on such date, multiplied by the Offered Sharesdate of the Transfer Notice shall be the denominator. (iviii) If any Holder fails to exercise such its option to purchase option pursuant to this Section 2.2its pro rata share of the Remaining Shares, the Transferor Company shall give written notice of such failure (the a “Re-allotment Reallotment Notice”) to each other Holder that elected who has fully exercised its option to purchase a pro rata portion of the Remaining Shares. The Reallotment Notice shall include all of the information and certifications required in a Transfer Notice and briefly describe the Holders’ rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Holder has failed to exercise its entire right of first refusal (or in the case where there has been a prior Reallotment Period, in respect of which any Holder has failed to exercise its right of reallotment) (the “Reallotment Shares”). (iv) Each Holder entitled to receive a Reallotment Notice (a “Participating Holder”) shall have an option to purchase, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of its pro rata share of the Offered Reallotment Shares (the “Purchasing Holders”)described in such Reallotment Notice. Such Re-allotment Notice may option shall be made exercisable by telephone if confirmed each Participating Holder by notifying the Company and the Transferor in writing writing, within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from after delivery to the date such Re-allotment Participating Holder of the Reallotment Notice was given to elect to increase the number (a “Reallotment Period”). For purposes of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective this clause (iv), each Participating Holder’s pro rata share of the Offered Reallotment Shares contained in shall be a fraction of the Reallotment Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Re-allotment NoticeCommon Share Equivalents) owned by such Participating Holder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Participating Holders on the date of the Transfer Notice shall be the denominator. (v) Subject to applicable securities LawsOn expiration of any Reallotment Period, the Company shall issue a new Reallotment Notice to each of the Holders that have exercised their right of reallotment in such period, and such Holders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Holders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Holder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each Holder shall be entitled to apportion Offered Remaining Shares to be purchased among its partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and the TransferorTransferor of such allocation. (vivii) If a any Holder gives the Transferor notice that it desires exercises its option under this paragraph (D) to purchase Offered any Remaining Shares, then payment for the Offered Remaining Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such Offered the Remaining Shares to be purchased at a place agreed by the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five thirty (4530) days after the Holder’s receipt expiration of any period for exercise by such Holders of their right of first refusal with respect to the Holder Transfer NoticeRemaining Shares and all periods for exercise by the Holders of any right of reallotment, unless such notice the Additional Transfer Notice contemplated a later closing with the any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(E). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Common Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Common Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Re -allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the HolderCompany’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) 2.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) 2.2 any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen twenty (1520) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to the Company and to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the HolderCompany’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the such Holders or the Company pursuant to this Section 2.2 and shall instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) 2.2 any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen twenty (1520) days following such the Holder’s 's receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s 's pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Common Shares Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Common Shares Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re"RE-allotment Notice”ALLOTMENT NOTICE") to the Company and to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”"PURCHASING HOLDERS"). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the each Holder shall be entitled to 3 Right of First Refusal and Co-Sale Agreement apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such the Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s Company's receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) 2.2 with respect to all (and not less than all) of the Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and shall instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder2.4. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) 2.2 any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder The Holders shall have an option for a period of fifteen twenty (1520) days following such from the Holder’s receipt of the Firm Offer Notice from the Key Common [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. Holder Transfer Notice set forth in Section 3.1(a) to elect to purchase its their respective pro rata share shares of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Firm Offer Notice. (ii) . Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying the Transferor Key Common Holder and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that which he, she or it wishes to purchase (including any re-allotment). (iii) . Each such Holder’s pro rata share of the Offered Shares shall be a fractionfraction of the Offered Shares, of which the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Firm Offer Notice shall be the numerator and the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Holders on the date of the Firm Offer Notice shall be the denominator. Each Holder electing to exercise the right to purchase its full pro rata shares of the Offered Shares (a “Participating Holder”) shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Offered Shares, each such Participating Holder may exercise an additional right to purchase all or any portion of his, her or its pro rata share of the Offered Shares not previously purchased such that each Participating Holder will have a right to take up to 100% of any such remaining Offered Shares, regardless of whether his, her or its pro rata ownership in the Company is modified as a result of his, her or its exercise of this right of first refusal. For the purpose of the preceding sentence, each Participating Holder’s pro rata share shall be a fraction of the Offered Shares previously not purchased, the numerator of which shall be the number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) owned held by such Participating Holder on the date of the Holder Transfer Firm Offer Notice and the denominator of which shall be the total number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) held by all Participating Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share date of the Offered Shares (the “Purchasing Holders”)Firm Offer Notice. Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and the Transferor. (vi) Key Common Holder of such allocation. If a Holder gives the Transferor Key Common Holder notice that it desires to purchase its pro rata share of the Offered SharesShares and, as the case may be, its reallotment, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such the Offered Shares to be purchased at a place agreed by upon between the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Firm Offer Notice, unless such notice the Firm Offer Notice contemplated a later closing with the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d3.1(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder The Holders shall have an option for a period of fifteen twenty (1520) days following such from the Holder’s receipt of the Firm Offer Notice from the Key Common Holder Transfer Notice set forth in Section 3.1(a) to elect to purchase its their respective pro rata share shares of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Firm Offer Notice. (ii) . Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying the Transferor Key Common Holder and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that which he, she or it wishes to purchase (including any re-allotment). (iii) . Each such Holder’s pro rata share of the Offered Shares shall be a fractionfraction of the Offered Shares, of which the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Firm Offer Notice shall be the numerator and the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Holders on the date of the Firm Offer Notice shall be the denominator. Each Holder electing to exercise the right to purchase its full pro rata shares of the Offered Shares (a “Participating Holder”) shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Offered Shares, each such Participating Holder may exercise an additional right to purchase all or any portion of his, her or its pro rata share of the Offered Shares not previously purchased such that each Participating Holder will have a right to take up to 100% of any such remaining Offered Shares, regardless of whether his, her or its pro rata ownership in the Company is modified as a result of his, her or its exercise of this right of first refusal. For the purpose of the preceding sentence, each Participating Holder’s pro rata share shall be a fraction of the Offered Shares previously not purchased, the numerator of which shall be the number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) owned held by such Participating Holder on the date of the Holder Transfer Firm Offer Notice and the denominator of which shall be the total number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) held by all Participating Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share date of the Offered Shares (the “Purchasing Holders”)Firm Offer Notice. Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and the Transferor. (vi) Key Common Holder of such allocation. If a Holder gives the Transferor Key Common Holder notice that it desires to purchase its pro rata share of the Offered SharesShares and, as the case may be, its reallotment, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such the Offered Shares to be purchased at a place agreed by upon between the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Firm Offer Notice, unless such notice the Firm Offer Notice contemplated a later closing with the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d3.1(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder The Offeree Holders shall have an --------------- option for a period of fifteen twenty (1520) days following such from the Offeree Holder’s 's receipt of the Holder Additional Transfer Notice from the Holder set forth in Section 3.1(c) to elect to purchase its their respective pro rata share of the Offered Remaining Shares at the same price and subject to the same material terms and conditions as described in the Holder Additional Transfer Notice. (ii) . Each such Offeree Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any re-allotment reallotments as provided below) of the Offered Remaining Shares, by notifying the Transferor Transferring Holder and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that which he, she or it wishes to purchase (including any re-allotmentreallotment). (iii) . Each such Offeree Holder’s 's pro rata share of the Offered Remaining Shares shall be a fractionfraction of the Remaining Shares, the numerator of which shall be is equal to the number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) owned by such Offeree Holder on the date of the Holder Transfer Notice and the denominator of which shall be is equal to the total number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsPreferred Shares) held by all Offeree Holders on the date of the Transfer Notice. Each Offeree Holder shall have a right of reallotment such datethat, multiplied by the Offered Shares. (iv) If if any other Offeree Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected right to purchase its entire full pro rata share of the Offered Remaining Shares, the other participating Offeree Holders may exercise an additional right to purchase, on a pro rata basis, the Remaining Shares (the “Purchasing Holders”)not previously purchased. Such Re-allotment Notice may be made by telephone if confirmed in writing reallotment shall occur within two five (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (105) days from after the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective pro rata share expiration of the Offered Shares contained twenty (20) day period described in any Re-this Section 3.1(d) applicable to the initial allotment Notice. (v) Subject to applicable securities Laws, of the Remaining Shares. Each Offeree Holder shall be entitled to apportion Offered Remaining Shares to be purchased among its partners, retired partners and Affiliates upon written notice to affiliates, provided that such Offeree Holder notifies the Company and the Transferor. (vi) Transferring Holder of such allocation. If a an Offeree Holder gives the Transferor Transferring Holder notice that it desires to purchase Offered Sharesits pro rata share of the Remaining Shares and, as the case may be, its reallotment, then payment for the Offered Remaining Shares to be purchased shall be by check check, wire transfer, cancellation of indebtedness or wire transfer in immediately available funds any combination of the appropriate currencyforegoing, against delivery of such Offered the Remaining Shares to be purchased at a place agreed by upon between the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Offeree Holder’s 's receipt of the Holder Additional Transfer Notice, unless such notice the Transfer Notice contemplated a later closing with the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d3.1(e). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If Each Holder other than the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder Transferor shall have an option for a period of fifteen twenty (1520) days following such Holder’s receipt of the Holder Transfer Notice (the “ROFO Option Period”) to elect to purchase all or any portion of its respective pro rata share (as defined below) of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, writing before expiration of the fifteen (15) day period ROFO Option Period as to the number of such shares Offered Shares that it wishes to purchase (including any re-allotment)purchase. (iiiii) Each such For the purposes of this Section 2.2(b), each Holder’s “pro rata share share” of the Offered Shares shall be equal to (i) the total number of Offered Shares multiplied by (ii) a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Shares Equivalents) held by all Holders other than the Transferor on such date, multiplied by the Offered Shares. (iviii) If any Holder fails to exercise such its right to purchase option pursuant to this Section 2.2its full pro rata share of the Offered Shares, the Transferor shall give deliver written notice of such failure (the “Re-allotment Second Notice”) within five (5) days after the expiration of the ROFO Option Period to the Company and each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the an “Purchasing HoldersExercising Shareholder”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders Exercising Shareholders shall have a right of re-allotment allotment, and may exercise such that they shall have additional right to purchase such unpurchased Offered Shares by notifying the Transferor and the Company in writing within ten (10) days from after receipt of the date such Second Notice (the “Re-allotment Notice was given Period”); provided, however, that if the Exercising Shareholders desire to elect to increase purchase in aggregate more than the number of such unpurchased Offered Shares, then such unpurchased Offered Shares they agreed will be allocated to the extent necessary among the Exercising Shareholders in accordance with their relative pro rata shares, provided that no Exercising Shareholder shall be required to purchase under Section 2.2(c)(iii) to include their respective pro rata share a number of the unpurchased Offered Shares contained in any Re-allotment Noticegreater than such Exercising Shareholder has applied for. (viv) Subject to applicable securities Laws, the each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b8.3(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following such Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.28.3, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii8.3(c)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Lawslaws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s Holders’ receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d8.3(d). (vii) Regardless of any other provision of this Agreementherein contained, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c8.3(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 8.3 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 8.4 and 2.4 8.5 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c8.3(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreementherein contained, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 8.4 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii2.2(c)(iiii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the HolderCompany’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If Upon receipt by the Selling Founder of written notice from the Company at any time elects indicating the Company's election not to purchase all of the Offered Shares Securities pursuant to its right the Company's Right of first refusal in Section 2.2(b) hereofFirst Refusal, then each Holder the Selling Founder shall promptly so notify the Holders by written notice (the "COMPANY'S ELECTION NOTICE"). The Holders as a group shall have an option for a period of fifteen thirty (1530) days following such Holder’s from receipt of the Holder Transfer Company's Election Notice (the "NOTICE PERIOD") to elect to purchase its respective pro rata share all or any portion of the Offered Shares Securities at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice (the "HOLDERS' PURCHASE OPTION"); provided that, notwithstanding the foregoing sentence, the Holders' Purchase Option shall in any event expire on the 45th day after the Holders' receipt of the Transfer Notice. (ii) . Each such Holder may exercise such purchase option the Holders' Purchase Option and, thereby, purchase all or any portion of his, her or its pro rata share (with any re-allotment reallotments as provided below) of the Offered Shares, Securities by notifying the Transferor and the Company Selling Founder in writing, writing before expiration of the fifteen (15) day period Notice Period as to the number amount of such shares that Offered Securities which he, she or it wishes to purchase (including any re-allotmentreallotment). (iii) . Each such Holder’s 's pro rata share of the Offered Shares Securities shall be a fractionfraction of the Offered Securities, the numerator of which shall be the number of Equity Securities shares of Common Stock (assuming the exerciseincluding, without limitation, shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsSeries A Stock or other securities) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities shares of Common Stock (assuming the exerciseincluding, without limitation, shares of Common Stock issuable upon conversion and exchange of any Ordinary Share EquivalentsSeries A Stock or other securities) held by all Holders on the date of the Transfer Notice shall be the denominator. Each Holder shall have a right of reallotment such datethat, multiplied by the Offered Shares. (iv) If if any other Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected right to purchase its entire full pro rata share of the Offered Shares (Securities, the “Purchasing Holders”). Such Re-allotment Notice other participating Holders may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have exercise an additional right to purchase, on a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective pro rata share of basis, the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Securities not previously purchased. Each Holder shall be entitled to apportion Offered Shares Securities to be purchased among its directors, officers, members, stockholders, partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and Selling Founder of such allocation. If the Transferor. (vi) If a Holder gives Holders give the Transferor Selling Founder notice that it desires they desire to purchase the Offered SharesSecurities, then payment for the Offered Shares to be purchased Securities shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.the

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen thirty (1530) days following such the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen thirty (1530) day period after delivery of the Transfer Notice as to the number of such shares Offered Shares that it wishes to purchase (including any re-allotment)purchase. (iii) Each such Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.29.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii9.2(b)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Applicable Securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Holder’s 's receipt of the Holder Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d9.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) 9.2 with respect to any or all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such the remaining Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 9.3 and 2.4 Section 9.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date the notice of the completion of the relevant share transferssuch exercise is given by such Holder, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this AgreementHolder, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen thirty (1530) days following such from the Holder’s 's receipt of the Holder Additional Transfer Notice to elect to purchase its respective pro rata share of the Offered Remaining Shares at the same price and subject to the same material terms and conditions as described in the Holder Additional Transfer Notice. (ii) Each such Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Remaining Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) thirty-day period as to the number of such shares that which it wishes to purchase purchase. For purposes of this clause (including any re-allotmentii). (iii) Each such , each Holder’s 's pro rata share of the Offered Remaining Shares shall be a fractionfraction of the Remaining Shares, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Common Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Common Share Equivalents) held by all Holders on such date, multiplied by the Offered Sharesdate of the Transfer Notice shall be the denominator. (iviii) If any Holder fails to exercise such purchase its option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Remaining Shares, the Company shall give written notice (a "Reallotment Notice") to each Holder who has fully exercised its option to purchase a pro rata portion of the Remaining Shares. The Reallotment Notice shall include all of the information and certifications required in a Transfer Notice and briefly describe the Holders' rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Holder has failed to exercise its right of first refusal (or in the case where there has been a prior Reallotment Period, in respect of which any Holder has failed to exercise its right of reallotment) (the “Purchasing Holders”"Reallotment Shares"). Such Re-allotment . (iv) Each Holder entitled to receive a Reallotment Notice may be made by telephone if confirmed in writing within two (2a "Participating Holder") days. The Purchasing Holders shall have a right an option to purchase, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(c)(iii) to include their respective its pro rata share of the Offered Reallotment Shares contained described in such Reallotment Notice. Such option shall be exercisable by each Participating Holder by notifying the Company and the Transferor in writing, within thirty (30) days after delivery to the Participating Holder of the Reallotment Notice (a "Reallotment Period"). For purposes of this clause (iv), each Participating Holder's pro rata share of the Reallotment Shares shall be a fraction of the Reallotment Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Re-allotment NoticeCommon Share Equivalents) owned by such Participating Holder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Participating Holders on the date of the Transfer Notice shall be the denominator. (v) Subject to applicable securities LawsOn expiration of any Reallotment Period, the Company shall issue a new Reallotment Notice to each of the Holders that have exercised their right of reallotment in such period, and such Holders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Holders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Holder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each Holder shall be entitled to apportion Offered Remaining Shares to be purchased among its partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and the TransferorTransferor of such allocation. (vivii) If a any Holder gives the Transferor notice that it desires exercises its option under this paragraph (d) to purchase Offered any Remaining Shares, then payment for the Offered Remaining Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such Offered the Remaining Shares to be purchased at a place agreed by the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five thirty (4530) days after the Holder’s receipt expiration of any period for exercise by such Holders of their right of first refusal with respect to the Holder Transfer NoticeRemaining Shares and all periods for exercise by the Holders of any right of reallotment, unless such notice the Additional Transfer Notice contemplated a later closing with the any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(e). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.