Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.

Non-Exercise of Rights. To the extent that the Company and the Holders Shareholders have not exercised their rights to purchase the all of a Selling Shareholder’s Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2Shares, the such Selling Common Holder Shareholder together with any Co-Sale Participant shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the any remaining Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Offered Shares, furnish the Company and the HoldersShareholders with a written agreement to be bound by and comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) were a Selling Shareholder hereunder, as well as the terms of the agreement pursuant to which such Restricted Shares were issued. In the event a Selling Shareholder does not consummate the sale or disposition of the Offered Shares within the sixty (60)-day period from the expiration of these rights, the Shareholders’ first refusal rights and co-sale rights hereunder shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Restricted Shares by the such Selling Common Holder until such rights lapse in accordance with the terms of this AgreementShareholder. Furthermore, the exercise or non-exercise of by the rights of the Company and the Holders under this Section 2 Shareholders to purchase Equity Securities Restricted Shares from the such Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Shareholder shall not adversely affect their the Shareholders’ rights to make subsequent purchases from any Selling Shareholder of Restricted Shares. Any proposed Transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Selling Common Holder Shareholders’ Restricted Shares shall again be subject to the right of Equity Securities or subsequently participate in sales of Equity Securities the Shareholders under this Section 4 and shall require compliance by the relevant Selling Common HolderShareholder with the procedures described in this Section 4.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder Stockholder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall acquire the Offered Shares and the Remaining Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder Stockholder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Stockholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder Stockholder or participate in sales of Equity Securities by the Selling Common Holder Stockholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Stockholder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderStockholder.

Non-Exercise of Rights. To the extent that the Company and the Holders Investor Stockholders have not exercised their rights to purchase the Offered Shares or the Remaining Offered Shares within the time periods specified in this Section 2.1 3.3 and the Holders Investor Stockholders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in this Section 2.23.3, the Selling Common Holder Transferor shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Offered Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer NoticeProposed Transferee. The Company’s first refusal rights and the HoldersInvestor Stockholders’ first refusal rights and cotag-sale along rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Offered Shares acquired by the third-party transferee(s) Proposed Transferee until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder Transferor does not consummate the sale or disposition of the Offered Shares and Remaining Offered Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and the HoldersInvestors Stockholders’ first refusal rights and cotag-sale along rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Offered Shares by the Selling Common Holder Transferor until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders Investor Stockholders under this Section 2 3.3 to purchase Equity Securities from the Selling Common Holder Transferor or participate in sales of Equity Securities by the Selling Common Holder Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderTransferor.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 3.1 and the Holders have not exercised their rights to participate in the sale of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.23.2, the Selling Common Transferring Holder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with shall acquire the terms of Remaining Shares subject to this Agreement. In the event the Selling Common a Transferring Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s 's first refusal rights and the Holders’ ' first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Transferring Holder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 3 to purchase Equity Securities from the Selling Common Transferring Holder or participate in sales of Equity Securities by the Selling Common Transferring Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Transferring Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Transferring Holder.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.

Non-Exercise of Rights. To the extent that the Company has not exercised its right to purchase the offered shares pursuant to any right of first refusal held by the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 3.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.23.2, the Selling Key Common Holder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Firm Offer Notice to the third-party transferee(s) identified in the Transfer Firm Offer Notice. The Company’s third-party transferee(s) shall acquire the Offered Shares free and clear of subsequent rights of first refusal and co-sale rights and under this Agreement. In the event the Key Common Holder does not consummate the sale or disposition of the Offered Shares within the thirty (30) day period from the expiration of these rights, the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Key Common Holder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 3 to purchase Equity Securities from the Selling Key Common Holder or participate in sales of Equity Securities by the Selling Key Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Key Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Key Common Holder.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights right to purchase the Offered Shares or the Remaining Offered Shares within the time periods specified in Section 2.1 5 hereof and the Holders have not exercised their rights to participate in the sale of the Offered Shares or the Remaining Offered Shares within the time periods specified in Section 2.26 hereof, the Selling Common Holder Shareholder shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Offered Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Selling Shareholder Transfer Notice, Notice to the third-party transferee(s) identified in the Selling Shareholder Transfer Notice. The Company’s third-party transferee(s) shall acquire the Remaining Offered Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder Shareholder does not consummate the sale or disposition of the Remaining Offered Shares and Remaining Shares within the [***] sixty (60) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Offered Shares by the Selling Common Holder Shareholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 6(e) to purchase Equity Securities Offered Shares from the Selling Common Holder Shareholder or participate in sales of Equity Securities Offered Shares by the Selling Common Holder Shareholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Shareholder of Equity Securities Offered Shares or subsequently participate in sales of Equity Securities Offered Shares by the Selling Common HolderShareholder.

Non-Exercise of Rights. To the extent that the Company and the Holders Shareholders have not exercised their rights to purchase the all of a Selling Shareholder’s Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2Shares, the such Selling Common Holder Shareholder together with any Co-Sale Participant shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the any remaining Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Offered Shares, furnish the Company and the HoldersShareholders with a written agreement to be bound by and comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) were a Selling Shareholder hereunder, as well as the terms of the agreement pursuant to which such Restricted Shares were issued. In the event a Selling Shareholder does not consummate the sale or disposition of the Offered Shares within the sixty (60)-day period from the expiration of these rights, the Shareholders’ first refusal rights and co-sale rights hereunder shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Restricted Shares by the such Selling Common Holder until such rights lapse in accordance with the terms of this AgreementShareholder. Furthermore, the exercise or non-exercise of by the rights of the Company and the Holders under this Section 2 Shareholders to purchase Equity Securities Restricted Shares from the such Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Shareholder shall not adversely affect their the Shareholders’ rights to make subsequent purchases from any Selling Shareholder of Restricted Shares. Any proposed Transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Selling Common Holder Shareholders’ Restricted Shares shall again be subject to the right of Equity Securities or subsequently participate in sales of Equity Securities the Shareholders under this Section 4 and shall require compliance by the relevant Selling Common HolderShareholder with the procedures described in this Section 4.

Non-Exercise of Rights. To the extent that the Company and the Holders Preferred Shareholder have not exercised their rights to purchase the all of a Selling Shareholder’s Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2Shares, the such Selling Common Holder Shareholder together with any Co-Sale Participant shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the any remaining Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third-third party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Residual Shares, furnish the Company and the HoldersPreferred Shareholders with a joinder agreement in the form attached hereto as Exhibit A. In the event a Selling Shareholder does not consummate the sale or disposition of the Residual Shares within the sixty-day period from the expiration of these rights, the Preferred Shareholders’ first refusal rights and co-sale rights under this Section 6 shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired Equity Securities by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this AgreementShareholder. Furthermore, the exercise or non-exercise of by the rights of the Company and the Holders under this Section 2 Preferred Shareholders to purchase Equity Securities Offered Shares from the such Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Shareholder shall not adversely affect their the Preferred Shareholders’ rights to make subsequent purchases from any Selling Shareholder of the Equity Securities to be transferred. Any proposed Transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Selling Common Holder Shareholders’ shares shall again be subject to the right of Equity Securities or subsequently participate in sales of Equity Securities the Preferred Shareholders under this Section 6 and shall require compliance by the relevant Selling Common HolderShareholder with the procedures described in this Section 6.

Non-Exercise of Rights. To the extent that the Company and the Holders Remaining Major Stockholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 3.1 and the Holders Co-Sale Stockholders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.23.2, the Selling Common Holder Transferring Stockholder shall have a period of [***] ninety (90) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall acquire the Offered Shares free and clear of subsequent rights of first refusal and co-sale rights under this Agreement. In the event the Transferring Stockholder does not consummate the sale or disposition of the Offered Shares within the ninety (90) day period from the expiration of these rights, the Company’s first refusal rights and the HoldersRemaining Major Stockholders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferring Stockholder until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders Major Stockholders under this Section 2 3 to purchase Equity Securities from the Selling Common Holder Transferring Stockholder or participate in sales of Equity Securities by the Selling Common Holder Transferring Stockholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder any Transferring Stockholder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holderany Transferring Stockholder.

Non-Exercise of Rights. To the extent that the Company and the Remaining Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and 3.2 and, with respect to transfers by a Majority Ordinary Shareholder, the Co-Sale Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.23.3, the Selling Common Holder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s third party transferee(s) shall acquire the Offered Shares and the Remaining Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue under this Agreement, provided, however, that no Selling Holder may sell or transfer its Equity Securities under Section 3.2 unless and until such transferee(s) have delivered to be applicable the Company a duly executed Deed of Adherence (as defined in Section 1.1) as a condition precedent to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this AgreementTransfer. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and or the Remaining Shares Shares, as the case may be, within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and rights, the Remaining Holders’ first refusal rights and and, with respect to transfers by Majority Ordinary Shareholders, the Co-Sale Holder’s co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-non exercise of the rights of the Company Company, the Holders and the Co-Sale Holders under this Section 2 3 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Ordinary Shareholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderOrdinary Shareholder.

Non-Exercise of Rights. To the extent that the Company and the Holders Non-Selling Shareholders have not exercised their rights to purchase the Shares Offered by Shareholder, the Remaining Shares or the Remaining Over-allotment Shares within the time periods specified in Section 2.1 11.1 and the Holders Series A Preferred Shareholder and Tiger have not exercised their rights to participate in the sale of the Remaining Shares Equity Securities pursuant to and within the time periods specified in Section 2.211.2, the Selling Common Holder Transferor shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Shares Offered by Shareholder, the Remaining Shares or the Remaining Over-allotment Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party prospective transferee(s) identified in the Transfer Notice. The In the event such Transferor does not consummate the sale or disposition of the Shares Offered by Shareholder, the Remaining Shares and the Over-allotment Shares within the applicable time period from the expiration of these rights, the Company’s first refusal rights and the HoldersNon-Selling Shareholders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Shares Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares Shareholder or the Remaining Shares by the Selling Common Holder Transferor until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-non exercise of the rights of the Company and the Holders Non-Selling Shareholders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder 11 shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holderhereunder.

Non-Exercise of Rights. To the extent that the Company Company, the Expedia Shareholder and the Participating Holders have not exercised their rights to purchase the Offered Securities, the Initial Remaining Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder Shareholder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Securities, the Initial Remaining Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall acquire the Offered Securities, the Initial Remaining Shares and the Remaining Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder Shareholder does not consummate the sale or disposition of the Offered Securities, the Initial Remaining Shares and the Remaining Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Securities, the Initial Remaining Shares or the Remaining Shares by the Selling Common Holder Shareholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder Shareholder or participate in sales of Equity Securities by the Selling Common Holder Shareholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Shareholder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderShareholder.

Non-Exercise of Rights. To the extent that the Company and the Major Holders have not ---------------------- exercised in full their rights to purchase all the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 Sections 4.2 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares5.2, as the case may be, the Selling Shareholder shall have a period of ninety (90) days from the expiration of the 45 day period set forth in Sections 4.2 and 5.2, as the case may be (the "Ninety Day Period") to sell the Offered Shares and the Co-Sale Shares, if any, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall, as a condition to such transfer, become a party to Section 2 of this Agreement and become subject to all the provisions included therein unless waived by Major Holders, holding in the aggregate 75% of the aggregate number of shares of the Company held at such time by all Major Holders. In the event that the Selling Shareholder and the third-party transferee remain desirous of consummating the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, yet due to a delay resulting from failure to obtain third party approvals, the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, cannot be consummated within the Ninety Day Period, the Ninety Day Period shall be extended by a further period of up to ninety (90) days (the "Second Ninety Period"). Notwithstanding the aforesaid in the previous sentence, in the event that the Selling Shareholder does not consummate the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, within the Ninety Day Period or the Second Ninety Day Period, as the case may be, the Major Holders' first offer rights and first refusal rights and the Co-Sale Holders’ first refusal rights and ' co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) such Selling Shareholder until such rights lapse right lapses in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder Founder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall acquire the Offered Shares and the Remaining Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder Founder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Founder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder Founder or participate in sales of Equity Securities by the Selling Common Holder Founder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Founder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderFounder.

Non-Exercise of Rights. To the extent that the Company and the Remaining Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and 3.2 and, with respect to transfers by a Majority Ordinary Shareholder, the Co-Sale Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.23.3, the Selling Common Holder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s third party transferee(s) shall acquire the Offered Shares and the Remaining Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue under this Agreement, provided, however, that no Selling Holder may sell or transfer its Equity Securities under Section 3.2 unless and until such transferee(s) have delivered to be applicable the Company a duly executed Deed of Adherence (as defined in Section 1.1) as a condition precedent to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this AgreementTransfer. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and rights, the Remaining Holders’ first refusal rights and and, with respect to transfers by Majority Ordinary Shareholders, the Co-Sale Holder’s co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-non exercise of the rights of the Company Company, the Holders and the Co-Sale Holders under this Section 2 3 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Ordinary Shareholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderOrdinary Shareholder.

Non-Exercise of Rights. To the extent that the Company and the Holders other Stockholders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 1.2 and the Investor Stockholders have not exercised their rights to participate in the sale of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.21.3, the Selling Common Holder transferring Stockholder shall have a period of [***] forty-five (45) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Noticetherein. The third-party transferee(s) before acquiring such shares must execute a written instrument in form and substance satisfactory to the Company’s , agreeing to be bound by the terms of this Agreement, including the rights of first refusal refusal, co-sale and other rights and described in this Section 4, as applicable. In the Holders’ event the transferring Stockholder does not consummate the sale or disposition of such shares within the forty-five (45) day period from the expiration of these rights, the first refusal rights and co-sale rights provided in the foregoing sections of this Section 1 shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired Shares, as the case may be, by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder transferor until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-non exercise of the rights of the Company and the Holders Stockholders under this Section 2 4 to purchase Equity Securities Shares from the Selling Common Holder transferor or participate in sales of Equity Securities Shares by the Selling Common Holder transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder transferor of Equity Securities Shares or subsequently participate in sales of Equity Securities Shares by the Selling Common Holdertransferor as provided in this Section 1.

Non-Exercise of Rights. To the extent that the Company and the Holders Significant Stockholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 5.01 and the Holders Significant Stockholders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.25.02, the Selling Common Holder Stockholder shall have a period of [***] thirty (30) Business Days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall acquire the Offered Shares and the Remaining Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder Stockholder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] thirty (30) Business Day period from the expiration of these rights, the Company’s first refusal rights and the HoldersSignificant Stockholders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Stockholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 Significant Stockholders to purchase Equity Securities Shares from the Selling Common Holder Stockholder or participate in sales of Equity Securities Shares by the Selling Common Holder Stockholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Stockholder of Equity Securities Shares or subsequently participate in sales of Equity Securities Shares by the Selling Common HolderStockholder.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights rights, if any, to participate in the sale of the Remaining Shares within the time periods specified in Section 2.22(b) or Section 2(c), the Selling Common Holder Holder(s) shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Remaining Shares or the Remaining Shares, as the case may be, upon substantially similar terms and conditions to those specified in the Additional Transfer Notice (including a purchase price per share equal to at least ninety percent (90%) of the purchase price) no price per share specified in the Additional Transfer Notice (as equitably adjusted for stock splits, combinations, dividends, recapitalizations and the like)); provided, however, that if the Selling Holder elects to sell the Remaining Shares on terms more favorable to such Selling Holder than those specified in the Additional Transfer NoticeNotice (including, without limitation, a purchase price per share greater than one hundred percent (100%) of the purchase price per share specified in the Additional Transfer Notice (as equitably adjusted for stock splits, combinations, dividends, recapitalizations and the like)), the Holders’ co-sale rights under Section 2(b) and/or Section 2(c), as applicable, shall be re-applied de novo to such Transfer. For the avoidance of doubt, no such Transfer (on terms more favorable to such Selling Holder than those specified in the Additional Transfer Notice as discussed above) shall be consummated until the expiration of the de novo application of the Holders’ co-sale rights under Section 2(b) and/or 2(c), as applicable, including, without limitation, delivery of a new Additional Transfer Notice and expiration of new twenty (20) day consideration periods as contemplated by Section 2(b)(i) and 2(c)(i), as applicable. Any third-party transferee(s) identified in shall acquire the Transfer Notice. The Company’s first refusal Remaining Shares free and clear of subsequent rights and the Holders’ first refusal rights and of co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the a Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights rights, if any, shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares Transfer by the Selling Common Holder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders each Holder under this Section 2 2(b) or Section 2(c), as applicable, to purchase Equity Securities from the Selling Common Holder or participate in sales Transfers of Equity Securities by the a Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the a Selling Common Holder.

Non-Exercise of Rights. To the extent that the Company Company, the Common Holders and the Preferred Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Preferred Holders and Non-Selling Common Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder Shareholder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall acquire the Offered Shares or the Remaining Shares, as the case may be, free and clear of subsequent rights of first refusal and co-sale rights under this Agreement. In the event the Selling Shareholder does not consummate the sale or disposition of the Offered Shares or Remaining Shares, as the case may be, within the thirty (30) day period from the expiration of these rights, the Company’s first refusal rights and the Common Holders’ and Preferred Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by Shares, as the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rightscase may be, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Shareholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company Company, the Common Holders and the Preferred Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder Shareholder or participate in sales of Equity Securities by the Selling Common Holder Shareholder, as applicable, shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Shareholder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderShareholder.

Non-Exercise of Rights. To Notwithstanding anything to the extent that contrary in Section 4.3(b), if the Company and the Holders Shareholders have not exercised their rights under Section 4.3(b) to purchase all, but not less than all, of the Offered Shares, then such Shareholders shall be deemed to have forfeited any right to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder Shareholder shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell all of the Offered Shares or the Remaining Shares, as at the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until shall, as a condition to the effectiveness of Transfer of the Offered Shares, furnish the Company and the Selling Shareholder with a written agreement to be bound by and comply with this Agreement, including without limitation all provisions of this Section 4, as if such rights lapse in accordance with transferee(s) were a Selling Shareholder hereunder, as well as the terms of this Agreementthe agreement pursuant to which such Offered Shares were issued. In the event the a Selling Common Holder Shareholder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] sixty (60) day period from the expiration of these rights, the Companyeach Shareholder’s first refusal rights and the Holders’ first refusal rights and co-sale rights under Section 4.3 shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the any Selling Common Holder until such rights lapse in accordance with the terms of this AgreementShareholder. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 by a Series A Shareholder or Series C Shareholder to purchase Equity Securities from the Offered Shares by such Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Shareholder shall not adversely affect their rights such Series A Shareholder’s or Series C Shareholder’s right to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Offered Shares by a Selling Common Holder Shareholder shall again be subject to the right of Equity Securities or subsequently participate in sales first refusal and co-sale right of Equity Securities the Shareholders and shall require compliance by the relevant Selling Common HolderShareholder with the procedures described in this Section 4.

Non-Exercise of Rights. To the extent that the Company and the Holders Investors have not exercised their rights to purchase the Offered Shares or the Remaining Shares Securities within the time periods specified in Section 2.1 Clause 4.1 and the Holders Investors (including any Investors) have not exercised their rights to participate in the sale of the Remaining Shares Offered Securities within the time periods specified in Section 2.2Clause 4.2, the Selling Common Holder Seller shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining SharesSecurities, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice, subject to such transferee(s) executing a Deed of Adherence. The Company’s Investors’ first refusal rights and the HoldersInvestors’ first refusal rights and co(including any Investors) tag-sale along rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares Securities acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder Seller does not consummate the sale or disposition of the Offered Shares and Remaining Shares Securities within the [***] thirty (30) day period from the expiration of these rights, the Company’s Investors’ first refusal rights and the HoldersInvestors’ first refusal rights and co(including any Investors) tag-sale along rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares Securities by the Selling Common Holder Seller until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders Investors’ under this Section 2 Clause 4.3 to purchase Equity Securities from the Selling Common Holder Seller or participate in sales of Equity Securities by the Selling Common Holder Seller shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Seller of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderSeller.

Non-Exercise of Rights. To the extent that the Company and the Holders Stockholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.22.1, the Selling Common Holder Offering Stockholder shall have a period of [***] 90 days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to a third-party transferee(s), provided that, as a condition to such Transfer, the third-party transferee(s) identified in ), prior to the Transfer Notice. The Company’s first refusal rights and completion of the Holders’ first refusal rights and co-sale rights Transfer, shall continue have executed documents assuming the obligations of the Common Holder or Series A Holder, as applicable, under this Agreement with respect to be applicable to any subsequent disposition of the Offered Shares or and the Remaining Shares acquired by Shares, as the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreementcase may be. In the event the Selling Common Holder Offering Stockholder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] 90-day period from the expiration of these rights, the Company’s first refusal rights and the HoldersStockholders’ first refusal rights and co-sale offer rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Offering Stockholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders Stockholders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Offering Stockholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Offering Stockholder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderSecurities.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition Transfer of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition Transfer of the Offered Shares and Remaining Shares in accordance herewith within the [***] sixty (60) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition proposed Transfer of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.

Non-Exercise of Rights. To the extent that the Company and the Major Holders have not exercised in full their rights to purchase all the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.24.2, the Selling Common Holder Shareholder shall have a period of [***] ninety (90) days from the expiration of such rights the 45 day period set forth in which Section 4.2 (the “Ninety Day Period”) to sell the Offered Shares or and the Remaining Co-Sale Shares, as the case may beif any, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights third-party transferee(s) shall, as a condition to such transfer, become a party to Section 2 of this Agreement and become subject to all the provisions included therein unless waived by Major Holders, holding in the aggregate 75% of the aggregate number of shares of the Company he ld at such time by all Major Holders. In the event that the Selling Shareholder and the third-party transferee remain desirous of consummating the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, yet due to a delay resulting from failure to obtain third party approvals, the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, cannot be consummated within the Ninety Day Period, the Ninety Day Period shall be extended by a further period of up to ninety (90) days (the “Second Ninety Day Period”). Notwithstanding the aforesaid in the previous sentence, in the event that the Selling Shareholder does not consummate the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, within the Ninety Day Period or the Second Ninety Day Period, as the case may be, the Major Holders’ first refusal rights and the Co-Sale Holders’ co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) such Sellin g Shareholder until such rights lapse right lapses in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.

Non-Exercise of Rights. To the extent that the Company and the Holders Non-Selling Stockholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders Non-Selling Stockholders have not exercised their rights to participate in the sale of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder Stockholder shall have a period of [***] thirty (30) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The In the event Selling Stockholder does not consummate the sale or disposition of the Remaining Shares within the thirty (30) day period from the expiration of these rights, the Company’s 's first refusal rights and the Holders’ Non-Selling Stockholders' first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to t o be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Stockholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders Non-Selling Stockholders under this Section 2 to purchase Equity Securities from the t he Selling Common Holder Stockholder or t o participate in sales of Equity Securities by the Selling Common Holder Stockholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Stockholder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderStockholder.

Non-Exercise of Rights. To the extent that the Company Holders and the Holders Company have not exercised their rights to purchase all of the Offered Shares or Remaining Shares, as the Remaining Shares case may be, within the time periods specified in Section 2.1 2.1, and the Holders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] ninety (90) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall acquire the Offered Shares or Remaining Shares, as the case may be, free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and or Remaining Shares Shares, as the case may be, within the [***] forty-five (45) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or Remaining Shares, as the Remaining Shares case may be, by the Selling Common Holder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.

Non-Exercise of Rights. To the extent that the Company Corporation and the Holders Stockholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 3.4 and the Holders Stockholders have not exercised their rights to participate in the sale of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.23.5, the Selling Common Holder Founder shall have a period of [***] one hundred and twenty (120) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall acquire the Remaining Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder Founder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rightstime limited herein, the Company’s Corporation's first refusal rights and the Holders’ Stockholders' first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Founder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise nonexercise of the rights of the Company Corporation and the Holders Stockholders under this Section 2 3 to purchase Equity Securities Shares from the Selling Common Holder Founder or participate in sales of Equity Securities Shares by the Selling Common Holder Founder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Founder of Equity Securities Shares or subsequently participate in sales of Equity Securities Shares by the Selling Common HolderFounder.

Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Offered Shares subject to the Co-Sale Notice within the time periods specified in Section 2.2, the Selling Common Holder Founder shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall acquire the Offered Shares free and clear of subsequent rights of first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of under this Agreement. In the event the Selling Common Holder Founder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] sixty (60) day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Founder and the provisions of Sections 2.1 and 2.2 shall again be applicable until such rights lapse right 1apses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder Founder or participate in sales of Equity Securities by the Selling Common Holder Founder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Founder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderFounder.

Non-Exercise of Rights. To the extent that the Company and the Holders Preferred Holder have not exercised their rights to purchase the all of a Selling Shareholder’s Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2Shares, the such Selling Common Holder Shareholder together with any Co-Sale Participant shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the any remaining Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Remaining Shares, furnish the Preferred Holder with a written agreement to be bound by and comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) were a Selling Shareholder hereunder, as well as the terms of the agreement pursuant to which such Equity Securities were issued. In the event a Selling Shareholder does not consummate the sale or disposition of the Remaining Shares within the sixty-day period from the expiration of these rights, the Preferred Holders’ first refusal rights and co-sale rights under this Section 4 shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired Equity Securities by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this AgreementShareholder. Furthermore, the exercise or non-exercise of by the rights of the Company and the Preferred Holders under this Section 2 to purchase Equity Securities Offered Shares from the such Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder Shareholder shall not adversely affect their the Preferred Holders’ rights to make subsequent purchases from any Selling Shareholder of the Equity Securities to be transferred. Any proposed Transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Selling Common Holder Shareholders’ shares shall again be subject to the right of Equity Securities or subsequently participate in sales of Equity Securities the Preferred Holders under this Section 4 and shall require compliance by the relevant Selling Common HolderShareholder with the procedures described in this Section 4.

Non-Exercise of Rights. To the extent that the Company and the Holders Stockholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 2.2 and to the Holders extent that the Investors have not exercised their rights to participate in the sale of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.22.3, the Selling Common Holder Stockholder shall have a period of [***] ninety (90) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder Stockholder does not consummate the sale or disposition of the Offered Shares and or the Remaining Shares within the [***] ninety (90) day period from the expiration of these rights, the Company’s 's and the Stockholder's first refusal rights and the Holders’ first refusal rights and Investors' co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder Stockholder until such rights lapse right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders Stockholders under this Section 2 to purchase Equity Securities equity securities from the Selling Common Holder Stockholder or to participate in sales of Equity Securities equity securities by the Selling Common Holder Stockholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Stockholder of Equity Securities equity securities or subsequently participate in sales of Equity Securities equity securities by the Selling Common HolderStockholder.

Non-Exercise of Rights. To the extent that the Company and the Major Holders have not exercised in full their rights to purchase all the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 Sections 4.2 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares5.2, as the case may be, the Selling Shareholder shall have a period of ninety (90) days from the expiration of the 45 day period set forth in Sections 4.2 and 5.2, as the case may be (the "Ninety Day Period") to sell the Offered Shares and the Co-Sale Shares, if any, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The Company’s third-party transferee(s) shall, as a condition to such transfer, become a party to Section 2 of this Agreement and become subject to all the provisions included therein unless waived by Major Holders, holding in the aggregate 75% of the aggregate number of shares of the Company held at such time by all Major Holders. In the event that the Selling Shareholder and the third-party transferee remain desirous of consummating the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, yet due to a delay resulting from failure to obtain third party approvals, the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, cannot be consummated within the Ninety Day Period, the Ninety Day Period shall be extended by a further period of up to ninety (90) days (the "Second Ninety Period"). Notwithstanding the aforesaid in the previous sentence, in the event that the Selling Shareholder does not consummate the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, within the Ninety Day Period or the Second Ninety Day Period, as the case may be, the Major Holders' first offer rights and first refusal rights and the Co-Sale Holders’ first refusal rights and ' co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) such Selling Shareholder until such rights lapse right lapses in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.6.5