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 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 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 (a) If LianBio does not exercised their rights elect to exercise its right of first refusal to purchase all of the Offered Shares or in accordance with Section 7.3, then, subject to the Remaining right of LianBio to exercise its Co-Sale Right in the sale of Offered 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 2.27.4 (if applicable), the Selling Common Holder Transferor shall have a period of [***] ninety (90) days from the expiration of such rights the Option Period in which to sell the remaining Offered Shares or to the Remaining Shares, as the case may be, Proposed Transferee upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable laws. The Parties agree that each such Proposed Transferee, prior to and as a condition to the third-party transferee(s) identified in consummation of any sale, shall execute and deliver to the Transfer Notice. The Company’s first refusal rights Parties documents and other instruments assuming the obligations of such Transferor under this Agreement, and the Holders’ first refusal transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (b) In the event the Transferor does not consummate the sale of such Offered Shares to the Proposed Transferee within such ninety (90) day period as provided in Section 7.5(a), the rights of LianBio under Section 7.3 and coSection 7.4 shall be re-sale rights invoked and shall continue to be applicable to any each subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (c) The exercise or non-exercise of the rights of the Company and the Holders LianBio under this Section 2 7.3 to purchase Equity Ordinary Shares or Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Ordinary Shares or Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferor of Equity Ordinary Shares or Securities or subsequently participate in sales of Equity Ordinary Shares or Securities by the Selling Common HolderTransferor hereunder.

Non-Exercise of Rights. (a) To the extent that the Company and the Preferred Share Holders have not exercised their rights to purchase all of the Offered Shares or the Remaining Shares within the time periods specified in this Section 2.1 4 and the Preferred Share Holders have not exercised their rights to participate in the sale of all of the Remaining remaining Offered Shares within the time periods specified in Section 2.2herein, the Selling Common Holder Transferor shall have a period of [***] forty-five (45) days from the expiration of such rights in which to sell the remaining Offered Shares or to the Remaining Shares, as Transferee identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice. (b) The parties agree that each Transferee shall, prior to the thirdconsummation of any Transfer, have executed documents assuming the obligations of such Transferor under this Agreement with respect to the transferred Common Shares. In the event the Transferor does not consummate the sale or disposition of the Offered Shares within forty-party transferee(sfive (45) identified in days from the Transfer Notice. The Company’s first refusal rights expiration of such rights, the Company and the Preferred Share Holders’ first refusal rights and the Preferred Share 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) Transferor 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 . (c) The exercise or non-exercise under this Section 4 of the rights of the Company and or the Preferred Share Holders under this Section 2 to purchase Equity Securities Offered Shares from a Transferor or the Selling Common Holder or Preferred Share Holders to participate in sales the sale of Equity Securities the Offered Shares by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferor of Equity Securities Restricted Shares or subsequently participate in sales of Equity Securities Restricted Shares by the Selling Common HolderTransferor hereunder.

Non-Exercise of Rights. To (i) If the extent that Investors do not elect to purchase all of the Company and Offered Shares in accordance with Section 2.2, then, subject to the Holders have not exercised right of the Investors to exercise their rights to purchase participate in the sale of 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 2.22.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights the Option Period in which to sell the remaining Offered Shares or to the Remaining Shares, as third party transferee identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the third-consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement, the Shareholders Agreement, and if applicable, the applicable Share Restriction Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale of such Offered Shares to the third party transferee(s) transferee identified in the Transfer Notice. The Company’s first refusal Notice within the sixty (60) day period, the rights of the Investors under Section 2.2 and the Holders’ first refusal rights Section 2.3 shall be re-invoked and co-sale rights shall continue to be applicable to any each subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the Holders Investors under this Section 2 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a 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 hereunder.

Non-Exercise of Rights. To (a) Subject to any other applicable restrictions on the Transfer of Equity Securities, to the extent that (i) the Company and the Holders Other Shareholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares Securities within the time periods specified in Section 2.1 8.4 and (ii) the Holders Preferred Shareholders entitled to a right of co-sale under Section 8.5 have not exercised their rights to participate in the sale of the Remaining Shares Securities within the time periods specified in Section 2.28.5, the Selling Common Holder Transferring Shareholder shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares Securities or the Remaining SharesSecurities, as the case may be, to the Proposed Transferee upon terms and conditions (including the purchase price) no more favorable to such transferee than those specified in the Transfer Notice. (b) In the event the Transferring Shareholder does not consummate the sale or disposition of the Offered Securities or the Remaining Securities, to as the third-party transferee(scase may be, within sixty (60) identified in days from the Transfer Notice. The Company’s first refusal rights and expiration of such rights, the HoldersOther Shareholders’ 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 Securities, as the case may be, by the third-party transferee(s) Transferring Shareholder 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 . (c) The exercise or non-exercise of the rights of the Company and the Holders Other Shareholders under this Section 2 8 to purchase Equity Securities from the Selling Common Holder Transferring Shareholder or participate in sales the sale of Equity Securities by the Selling Common Holder Transferring Shareholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities Transferring Shareholder or subsequently participate in sales of Equity Securities by the Selling Common HolderTransferring Shareholder (as the case may be) hereunder.

Non-Exercise of Rights. 4.1 To the extent that the Company and the Holders Participants have not exercised their rights to purchase all of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 2 and the Holders Participants have not exercised their rights to participate in the sale of all of the Remaining remaining Offered Shares within the time periods specified in Section 2.23, the Selling Common Holder Transferor shall have a period of [***] forty-five (45) days from the expiration of such rights in which to sell the remaining Offered Shares or to the Remaining Shares, as Transferee identified in the case may be, Common Share Transfer Notice upon terms and conditions (including the purchase price) no more favorable than those specified in the Common Share Transfer Notice. 4.2 The parties agree that each Transferee shall, prior to the third-party transferee(s) identified consummation of any Transfer, have executed an Adoption Agreement in the Transfer Noticeform attached hereto as Exhibit D assuming the obligations of such Transferor under this Agreement with respect to the transferred Offered Shares. The Company’s In the event the Transferor does not consummate the sale or disposition of the Offered Shares within forty-five (45) days from the expiration of such rights, the Participants’ first refusal rights and the HoldersParticipants’ 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) Transferor 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 . 4.3 The exercise or non-exercise under Sections 2 and 3 of the rights of the Company and the Holders under this Section 2 Participants to purchase Equity Securities from a Transferor or the Selling Common Holder or Participants to participate in sales the sale of Equity Securities by the Selling Common Holder a 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 hereunder.

Non-Exercise of Rights. To the extent that (i) If the Company and the Holders have Investors do not exercised elect to purchase all of the Offered Shares in accordance with Section 2.2, then, subject to the right of the Investors to exercise their rights to purchase participate in the sale of 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 2.22.3, the Selling Common Holder Transferor shall have a period of [***] ninety (90) days from the expiration of such rights specified in which Section 2.2 to sell the remaining Offered Shares or to the Remaining Shares, as third party transferee identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the third-consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and the Shareholders Agreement with respect to the Offered Shares, and the Transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale of such Offered Shares to the third party transferee(s) transferee identified in the Transfer Notice. The Company’s first refusal Notice within ninety (90) day period from the expiration of such rights, the rights of the Investors under Section 2.2 and the Holders’ first refusal rights Section 2.3 shall be re-invoked and co-sale rights shall continue to be applicable to any each subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the Holders Investors under this Section 2 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a 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 hereunder.

Non-Exercise of Rights. (i) To the extent that the Company and the ROFR Right Holders have not exercised their rights to purchase the all ROFR Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and 7.2, subject to the right of the ROFR Right Holders have not exercised to exercise their rights to participate in the sale of the Remaining ROFR Offered Shares within the time periods specified in Section 2.27.3, the Selling Common Holder ROFR Transferor shall have a period of [***] ninety (90) days from the expiration of such rights specified in Section 7.2 in which to sell the remaining ROFR Offered Shares or to the Remaining Shares, as Third Party Purchaser identified in the case may be, ROFR Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the ROFR Transfer Notice, so long as any such sale is effected in accordance with any applicable securities Laws. The Parties agree that the Third Party Purchaser, prior to and as a condition to the third-party transferee(s) identified in consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the ROFR Offered Shares, and the Transfer Notice. The Company’s first refusal shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the ROFR Transferor does not consummate the sale or disposition of any ROFR Offered Shares within ninety (90) days from the expiration of such rights, rights of the Shareholders under Section 7.2 and Section 7.3, as the Holders’ first refusal rights case may be, shall be re-invoked and co-sale rights shall continue to be applicable to any subsequent disposition of the such ROFR Offered Shares or the Remaining Shares acquired by the third-party transferee(s) ROFR Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the Holders Shareholders under this Section 2 7.4 to purchase Equity Securities of the Company from the Selling Common Holder a ROFR Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a ROFR Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder ROFR Transferor of Equity Securities of the Company or subsequently participate in sales of Equity Securities by the Selling Common HolderROFR Transferor hereunder.

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 (i) Subject to any applicable Restricted Share Agreement, to the extent that there are any Offered Shares not purchased by the Company in accordance with Section 2.2, and to the Holders have not exercised their rights to purchase the Offered Shares or the extent that there are any Remaining Shares within not purchased by the time periods specified Preferred Holders in accordance with Section 2.1 2.3, and subject to the right of the Co-Sale Right Holders have not exercised to exercise their rights to participate in the sale of the Remaining relevant remaining Offered Shares within the time periods specified in Section 2.22.4, the Selling Common Holder Transferor shall have a period of [***] ninety (90) days from the expiration of such rights specified in Section 2.2 and Section 2.3 in which to sell the remaining Offered Shares or to the Remaining Shares, as third party transferee identified in the case may be, Transfer Notice upon the terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with any applicable securities Laws. The Parties agree that each such transferee, prior to and as a condition to the third-party transferee(sconsummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement, the Shareholders Agreement and if applicable, the Restricted Share Agreement with respect to the remaining Offered Shares. (ii) identified in In the Transfer Notice. The Company’s first refusal event the Transferor does not consummate the sale or disposition of any remaining Offered Shares within ninety (90) days from the expiration of the rights of the Company under Section 2.2, rights of the Preferred Holders under Section 2.3, and the Holders’ first refusal rights and coof the Co-sale Sale Right Holders under Section 2.4, as the case may be, such rights shall continue to be re-invoked and shall be applicable to any each subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the or Preferred Holders or Founders/Founder Holding Entities under this Section 2 to purchase Equity Securities Offered Shares from a Transferor, or the Selling Common Holder Remaining Shares from a Transferor, or participate in sales the sale of Equity Securities the remaining Offered Shares by a Transferor, as the Selling Common Holder case may be, 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 hereunder.

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. (A) To the extent that the Company and the Holders Preferred Shareholders 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 the Holders Preferred Shareholders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.22.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or to any third-party transferee identified in the Remaining Shares, Transfer Notice so long as (i) the case may be, upon terms and conditions (including the purchase price) of such sale are no more favorable than those specified in the Transfer Notice, to the Notice and (ii) such third-party transferee(s) identified transferee shall have executed a binding instrument, in form and substance acceptable to the Transfer Notice. The Company’s first refusal holders of a majority of Preferred Shares (assuming the exercise, conversion or exchange of all then outstanding Common Share Equivalents), assuming all the rights and obligations of the Holders’ first refusal rights and co-sale rights shall continue to be applicable Transferor as a Kanghui Party under this Agreement, including without limitation the obligations under this Section 2 with respect to any subsequent disposition transfer of the Equity Securities by a Kanghui Party. Within fifteen (15) days of entering into any agreement to sell Offered Shares or the Remaining Shares acquired by the to a third-party transferee(stransferee under this Section 2.4, the Transferor shall furnish each Preferred Shareholder with a copy of all agreements relating to such sale. (B) 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 or the Remaining Shares within the [***] period sixty (60) days from the expiration of these such rights, the Company’s first refusal rights and the HoldersPreferred Shareholders’ 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 . (C) The exercise or non-exercise of the rights of the Company and the Holders Preferred Shareholders under this Section 2 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferors of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderKanghui Parties hereunder.

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 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 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 (i) If the extent that Investors do not elect to purchase all of the Company and Offered Shares in accordance with Section 2.2, then, subject to the Holders have not exercised right of the Investors to exercise their rights to purchase participate in the sale of 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 2.22.3, the Selling Common Holder Transferor shall have a period of [***] ninety (90) days from the expiration of such rights the Option Period in which to sell the remaining Offered Shares or to the Remaining Shares, as third party transferee identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the thirdconsummation of any sale, shall execute and deliver to the Company and the other parties thereto a deed of adherence or joinder becoming a party to this Agreement as a Non-Investor Shareholder (if not already so bound) in connection with the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale of such Offered Shares to the third party transferee(s) transferee identified in the Transfer Notice. The Company’s first refusal Notice within ninety (90) day period, the rights of the Investors under Section 2.2 and the Holders’ first refusal rights Section 2.3 shall be re-invoked and co-sale rights shall continue to be applicable to any each subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the Holders Investor under this Section 2 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a 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 hereunder.

Non-Exercise of Rights. To (i) Notwithstanding anything to the extent contrary, a Major Investor that the Company and the Holders have not exercised their rights elects to purchase the Offered Shares by delivering an applicable Exercise Notice 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 by delivering a Co-Sale Exercise Notice shall within the Execution Period (defined as below) enter into the relevant share transfer agreement with the Transferor or third party transferee identified in the Transfer Notice, as applicable, with respect to the purchase of such Offered Shares or the sale of Remaining Shares, as applicable, at the price and on the terms and conditions specified in the Transfer Notice (the “Share Transfer Agreement”). Any failure of the Major Investor to execute such Share Transfer Agreement within the Execution Period (defined as below) pursuant to this Section 2.4 shall (if such failure is solely attributable to such Major Investor) be deemed as a waiver of such Major Investor’s right of first refusal or right of co-sale (as applicable), and the Transferor shall be entitled to proceed with the Transfer of Offered Shares at a price not less than, and upon terms no more favorable to the transferee than, those specified in the Transfer Notice. For the purpose of this Section 2.4, the “Execution Period” means after the period commencing from the date of such Major Investor’s Exercise Notice or Co-Sale Exercise Notice, as applicable, to the date of execution of certain share transfer agreement by and among the Transferor and the third party transferee identified in the Transfer Notice. If the Company and the Major Investors do not elect to purchase all of the Offered Shares in accordance with Section 2.2, then, subject to the right of the Major Investors to exercise their rights to participate in the sale of Offered Shares within the time periods specified in Section 2.22.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights the Option Period in which to sell the remaining Offered Shares or the Remaining Sharesthat have not been taken up under Section 2.2 and Section 2.3, as applicable, to the case may be, third party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the third-consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement, the Memorandum and Articles and the Shareholders Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale of such Offered Shares to the third party transferee(s) transferee identified in the Transfer Notice. The Company’s first refusal Notice within sixty (60) day period, the rights of the Major Investors under Section 2.2 and the Holders’ first refusal rights Section 2.3 shall be re-invoked and co-sale rights shall continue to be applicable to any each subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the Holders Major Investors under this Section 2 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a 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 hereunder.

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 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 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 (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Company and the Holders have any Selling Shareholder has not exercised their rights to purchase its Right of Co-Sale 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 2.24.2, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which the Co-Sale Period to sell (and if any Selling Shareholder elects to exercise its Right of Co-Sale, simultaneously with such Selling Shareholder’s sale of its Equity Securities to the Proposed Transferee, or the Transferor’s purchase of the Equity Securities from such Selling Shareholders in accordance with Section 4.2) the Offered Shares or to the Remaining Shares, as the case may be, Proposed Transferee upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s. (b) 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 Transferor does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from sixty (60) days after the expiration of these rightsthe Co-Sale Period, the Company’s first refusal rights and the HoldersSelling Shareholders’ first refusal rights and coRight of Co-sale rights Sale shall continue be deemed to be applicable revived and such Offered Shares shall not be offered or otherwise made subject to any subsequent disposition of Transfer until and unless first reoffered to the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse Holders in accordance with the terms of this Agreement. Furthermore, the . (c) The exercise or non-exercise of the rights Right of Co-Sale of the Company Selling Shareholders under Sections 4.2 and the Holders under this Section 2 4.3 to purchase Equity Securities from the Selling Common Holder or participate in sales the sale of Equity Securities by the Selling Common Holder a Founder Party or Haode Investment 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 Holderany Founder Party or Haode Investment.

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 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 the Holders have Investor has not exercised their its 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 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 Investor'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 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 (i) If the Company and the Holders have Investors do not exercised elect to purchase all of the Offered Shares in accordance with Section 2.2, then, subject to the right of the Investors to exercise their rights to purchase participate in the sale of 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 2.22.3, the Selling Common Holder Transferor shall have a period of [***] ninety (90) days from the expiration of such rights the Option Period in which to sell the remaining Offered Shares or to the Remaining Shares, as third party transferee identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the third-consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and the Shareholders Agreement with respect to the Offered Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale of such Offered Shares to the third party transferee(s) transferee identified in the Transfer Notice. The Company’s first refusal Notice within ninety (90) day period, the rights of the Investors under Section 2.2 and the Holders’ first refusal rights Section 2.3 shall be re-invoked and co-sale rights shall continue to be applicable to any each subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the Holders Investors under this Section 2 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a 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 hereunder.

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 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 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 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. (i) To the extent that the Company and the Holders Preferred Shareholders have not exercised their rights to purchase the all Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 6.2, subject to the right of the holders of Series A-2 Preferred Shares, Series B Preferred Shares and the Holders have not exercised Series C Preferred Shares to exercise their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.26.3, the Selling Common Holder Transferor shall have a period of [***] ninety (90) days from the expiration of such rights specified in which Section 6.2 and Section 6.3 to sell the remaining Offered Shares or to the Remaining Shares, as Third Party Purchaser identified in the case may be, Transfer Notice at the same price and upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with any applicable securities Laws. The Parties agree that the Third Party Purchaser, prior to and as a condition to the third-party transferee(s) identified in consummation of any sale, shall execute and deliver to the Transfer Notice. The Company’s first refusal rights Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered Shares, and the Holders’ first refusal transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale or disposition of any Offered Shares within such ninety (90) day period, the rights of the Preferred Shareholders under Section 6.2 and coSection 6.3 shall be re-sale rights invoked and shall continue to be applicable to any subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company Preferred Shareholders under Section 6.2 and the Holders under this Section 2 6.3 to purchase Equity Securities of the Company from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferor of Equity Securities of the Company or subsequently participate in sales of Equity Securities by the Selling Common HolderTransferor hereunder.

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 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 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 the extent that the Company 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 4.2 through Section 4.5 and the any Eligible Preferred Holders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.24.7, the Selling Common Holder Shareholder shall have a period of [***] ninety (90) days from the expiration of such rights in which to sell the Offered Shares or to any third-party transferee identified in the Remaining Shares, Offer Notice so long as (i) the case may be, upon terms and conditions (including the purchase price) of such sale are no more favorable than those specified in the Transfer Notice, to the Offer Notice and (ii) such third-party transferee(stransferee shall have executed a binding instrument, in form and substance acceptable to Preferred Holders representing a majority in voting power of the Preferred Shares agreeing to be bound by all the terms of this Agreement as if it were originally a party hereto at the date hereof. Within fifteen (15) identified in days of entering into any agreement to sell Offered Shares to a third-party transferee under this Section 4.8, the Transfer Notice. The Transferor shall furnish each Holder with a copy of all agreements relating to such sale. (a) In the event the Selling Shareholder does not consummate the sale or disposition of the Offered Shares within ninety (90) days from the expiration of such rights, the Company’s first refusal rights and the 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 the third-party transferee(s) Selling Shareholder 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 . (b) The exercise or non-exercise of the rights of the Company and the Preferred Holders under this Section 2 4 to purchase Equity Company Securities from the a Selling Common Holder Shareholder or participate in sales the sale of Equity Company Securities by the a Selling Common Holder Shareholder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Restricted Shareholders of Equity Company Securities or subsequently participate in sales of Equity Company Securities by the Selling Common HolderRestricted Shareholders.

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. (a) 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 2.2 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 2.22.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or to any third-party transferee identified in the Remaining Shares, Transfer Notice so long as (i) the case may be, upon terms and conditions (including the purchase price) of such sale are no more favorable than those specified in the Transfer Notice, to the Notice and (ii) such third-party transferee(s) identified transferee shall have executed a binding instrument, in form and substance acceptable to a Holder Majority, assuming all the Transfer Notice. The Company’s first refusal rights and obligations of the Holders’ first refusal rights and co-sale rights shall continue to be applicable Transferor as a Neptunus Party under this Agreement, including, without limitation, the obligations under this Section 2 with respect to any subsequent disposition transfer of the Equity Securities by a Neptunus Party. Within fifteen (15) days of entering into any agreement to sell Offered Shares or the Remaining Shares acquired by the to a third-party transferee(stransferee under this Section 2.4, the Transferor shall furnish each Holder with a copy of all agreements relating to such sale. (b) 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 or the Remaining Shares within the [***] period sixty (60) days from the expiration of these such 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 Holder Transferor until such rights lapse in accordance with the terms of this Agreement. Furthermore, the . (c) 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 a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Neptunus Parties of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderNeptunus Parties hereunder.

Non-Exercise of Rights. (a) To the extent that the Company and the Preferred Share Holders have not exercised their rights to purchase all of the Offered Shares or the Remaining Shares within the time periods specified in this Section 2.1 4 and the Preferred Share Holders have not exercised their rights to participate in the sale of all of the Remaining remaining Offered Shares within the time periods specified in Section 2.2herein, the Selling Common Holder Transferor shall have a period of [***] forty-five (45) days from the expiration of such rights in which to sell the remaining Offered Shares or to the Remaining Shares, as Transferee identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice. (b) The parties agree that each Transferee shall, prior to the third-party transferee(s) identified in consummation of any Transfer, have executed documents assuming the Transfer Notice. The Company’s first refusal rights and obligations of such Transferor under this Agreement with respect to 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 Agreementtransferred Common Shares. In the event the Selling Common Holder Transferor does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period forty-five (45) days from the expiration of these such rights, the Company’s first refusal rights Company and the Preferred Share Holders’ first refusal rights and the Preferred Share Holders’ 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 shall (c) The exercise or non-exercise under this Section 4 of the rights of the Company and or the Preferred Share Holders under this Section 2 to purchase Equity Securities Offered Shares from a Transferor or the Selling Common Holder or Preferred Share Holders to participate in sales the sale of Equity Securities the Offered Shares by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferor of Equity Securities Restricted Shares or subsequently participate in sales of Equity Securities Restricted Shares by the Selling Common HolderTransferor hereunder. 4.8. Limitations to Rights of First Refusal and Co-Sale.

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 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 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 shall have a period of [***] thirty 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 and third- party transferee(s) shall, as a condition to the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition effectiveness of transfer of the Offered Shares or Shares, furnish the Remaining Shares acquired Company and the Holders with a written agreement to be bound by the third-party and comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) until such rights lapse in accordance with were a Selling Shareholder hereunder, as well as the terms of this Agreementthe agreement pursuant to which such Equity Securities 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 [***] thirty-day period from the expiration of these rights, the Company’s first refusal rights and the Holders’ 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 Equity Securities by the such Selling Common Holder until such rights lapse in accordance with the terms of this AgreementShareholder. Furthermore, the exercise or non-exercise by the Company of the right to purchase Equity Securities from such Selling Shareholder or by the Holders to purchase Equity Securities by such Selling Shareholder shall not adversely affect the Company’s or the Holders’ rights to make subsequent purchases from any Selling Shareholder of Equity Securities. 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 Selling Shareholders’ Equity Securities shall again be subject to the right of first refusal rights of the Company and the Holders under and shall require compliance by the relevant Selling Shareholder with the procedures described in 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 Holder4.

Non-Exercise of Rights. (i) To the extent that the Company and the Holders Preferred Shareholders have not exercised their rights to purchase the all Offered Shares or the Remaining Shares Equity Interests within the time periods specified in Section 2.1 6.2, subject to the right of the holders of Series A-2 Preferred Equity Interests, Series B Preferred Equity Interests and the Holders have not exercised Series C Preferred Equity Interests to exercise their rights to participate in the sale of the Remaining Shares Offered Equity Interests within the time periods specified in Section 2.26.3, the Selling Common Holder Transferor shall have a period of [***] ninety (90) days from the expiration of such rights specified in which Section 6.2 and Section 6.3 to sell the remaining Offered Shares or Equity Interests to the Remaining Shares, as Third Party Purchaser identified in the case may be, Transfer Notice at the same price and upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with any applicable securities Laws. The Parties agree that the Third Party Purchaser, prior to and as a condition to the third-party transferee(s) identified in consummation of any sale, shall execute and deliver to the Transfer Notice. The Company’s first refusal rights Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered Equity Interests, and the Holders’ first refusal transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale or disposition of any Offered Equity Interests within such ninety (90) day period, the rights of the Preferred Shareholders under Section 6.2 and coSection 6.3 shall be re-sale rights invoked and shall continue to be applicable to any subsequent disposition of the such Offered Shares or the Remaining Shares acquired Equity Interests by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company Preferred Shareholders under Section 6.2 and the Holders under this Section 2 6.3 to purchase Equity Securities of the Company from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferor of Equity Securities of the Company or subsequently participate in sales of Equity Securities by the Selling Common HolderTransferor hereunder.

Non-Exercise of Rights. To the extent that the Company ROFR Holders and the Co-Sale Right 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 2.2Offered Shares, the Selling Common Holder Shareholder shall have a period of [***] 45 Business 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 third-party transferee(s) shall, as a condition to the effectiveness of transfer of the Offered Shares, furnish the Company’s , the ROFR Holders and the Co-Sale Right Holders with a deed of adherence (the “Deed of Adherence”) in the form of Exhibit B attached hereto agreeing to be bound by and comply with this Agreement. In the event a Selling Shareholder does not consummate the sale or disposition of the Offered Shares within the 45 Business Day period from the expiration of these rights, the ROFR Holders’ right of first refusal rights and the Co-Sale Right Holders’ 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 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 the rights of the Company and the Holders under this Section 2 to purchase Equity Securities Shares from the a Selling Common Holder Shareholder or participate in sales the sale of Equity Securities by the a Selling Common Holder Shareholder shall not adversely affect their the ROFR Holders’ rights to make subsequent purchases from any Selling Shareholder of Shares or the Selling Common Holder of Equity Securities or subsequently participate Co-Sale Right Holders’ subsequent participation in sales of Shares by any Selling Shareholder hereunder. 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 Selling Shareholders’ Equity Securities shall again be subject to the first refusal and co-sale rights hereunder and shall require compliance by the relevant Selling Common HolderShareholder with the procedures described in this Clause 8.

Non-Exercise of Rights. (A) 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 2.2 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 2.22.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or to any third-party transferee identified in the Remaining Shares, Transfer Notice so long as (i) the case may be, upon terms and conditions (including the purchase price) of such sale are no more favorable than those specified in the Transfer Notice, to the Notice and (ii) such third-party transferee(s) identified transferee shall have executed a binding instrument, in form and substance acceptable to a Holder Majority, assuming all the Transfer Notice. The Company’s first refusal rights and obligations of the Holders’ first refusal rights and co-sale rights shall continue to be applicable Transferor as a Kanghui Party under this Agreement, including, without limitation, the obligations under this Section 2 with respect to any subsequent disposition transfer of the Equity Securities by a Kanghui Party. Within fifteen (15) days of entering into any agreement to sell Offered Shares or the Remaining Shares acquired by the to a third-party transferee(stransferee under this Section 2.4, the Transferor shall furnish each Holder with a copy of all agreements relating to such sale. (B) 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 or the Remaining Shares within the [***] period sixty (60) days from the expiration of these such 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 . (C) 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 a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Kanghui Parties of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderKanghui Parties hereunder.

Non-Exercise of Rights. To the extent that the Company and the Series A Holders have not exercised their rights to purchase all the Offered Shares or subject to 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 2.2Transfer, the such Selling Common Holder Shareholder 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 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 CompanySeries A Holder’s right of first refusal rights and the Holders’ 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 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 by the rights of the Company and the Series A Holders under this Section 2 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 such Series A Holder’s rights 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 Series A Holders 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 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 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. (A) To the extent that the Company and the Holders Preferred Shareholders 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 the Holders Preferred Shareholders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.22.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or to any third-party transferee identified in the Remaining Shares, Transfer Notice so long as (i) the case may be, upon terms and conditions (including the purchase price) of such sale are no more favorable than those specified in the Transfer Notice, to the Notice and (ii) such third-party transferee(s) identified transferee shall have executed a binding instrument, in form and substance acceptable to the Transfer Notice. The Company’s first refusal holders of a majority of Preferred Shares (assuming the exercise, conversion or exchange of all then outstanding Common Share Equivalents), assuming all the rights and obligations of the Holders’ first refusal rights and co-sale rights shall continue to be applicable Transferor as a Kanghui Party under this Agreement, including without limitation the obligations under this Section 2 with respect to any subsequent disposition transfer of the Equity Securities by a Kanghui Party. Within fifteen (15) days of entering into any agreement to sell Offered Shares or the Remaining Shares acquired by the to a third-party transferee(stransferee under this Section 2.4, the Transferor shall furnish each Preferred Shareholder with a copy of all agreements relating to such sale. (B) 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 or the Remaining Shares within the [***] period sixty (60) days from the expiration of these such rights, the Company’s first refusal rights and the HoldersPreferred Shareholders’ 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 . (C) The exercise or non-exercise of the rights of the Company and the Holders Preferred Shareholders under this Section 2 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Kanghui Parties of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderKanghui Parties hereunder.

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 (a) Subject to any other applicable restrictions on the sale of such shares, 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 2.2 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 2.22.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or to the Remaining Shares, as third-party transferee(s) identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice. Within fifteen (15) days of entering into any agreement to sell Offered Shares to a third party under this Section, the Transferor shall furnish each Holder with a copy of all agreements relating to the such sale. (b) The third-party transferee(s) identified in shall acquire the Transfer Notice. The Company’s Offered Shares free and clear of subsequent rights of first refusal and co-sale rights and under this Agreement. In the event the Transferor does not consummate the sale or disposition of the Offered Shares within sixty (60) days from the expiration of such 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) Transferor 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 . (c) 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 a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder a Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holdera Transferor hereunder.

Non-Exercise of Rights. To the extent that the Company and the Holders Series A Shareholders have not exercised their its first refusal rights to purchase all the Offered Shares or subject to 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 2.2Transfer Notice, the such Selling Common Holder Shareholder shall have a period of [***] sixty (60) days from the expiration of such first refusal rights in which to sell the any remaining Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including including, without limitation, 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 and third party transferee(s) shall, as a condition to the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition effectiveness of Transfer of the Offered Shares or Shares, furnish the Remaining Shares acquired Company and the Selling Shareholder with a written agreement to be bound by the third-party and comply with this Agreement, including, without limitation, all provisions of this Section 8, as if such transferee(s) until such rights lapse in accordance with 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 first refusal rights, the CompanySeries A Shareholder’s right of first refusal rights and the Holders’ 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 any Equity Securities 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 by the rights of the Company and the Holders under this Section 2 Series A Shareholders 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 such Series A Shareholder’s rights 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 Series A Shareholders as provided under Section 8.2 above and shall require compliance by the relevant Selling Common HolderShareholder with the procedures described in this Agreement.

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 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 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. (A) To the extent that the Company and the Holders Preferred Shareholders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 9.2 and the Holders Preferred Shareholders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.29.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or to any third-party transferee identified in the Remaining Shares, Transfer Notice so long as (i) the case may be, upon terms and conditions (including the purchase price) of such sale are no more favorable than those specified in the Transfer Notice, to the Notice and (ii) such third-party transferee(s) identified transferee shall have executed a binding instrument, in form and substance acceptable to the Transfer Notice. The Company’s first refusal holders of a majority of Preferred Shares (assuming the exercise, conversion or exchange of all then outstanding Common Share Equivalents), assuming all the rights and obligations of the Holders’ first refusal rights and co-sale rights shall continue to be applicable Transferor as a Founder under this Annex, including without limitation the obligations under this Section 9 with respect to any subsequent disposition transfer of the Equity Securities by a Founder. Within fifteen (15) days of entering into any agreement to sell Offered Shares or the Remaining Shares acquired by the to a third-party transferee(stransferee under this Section 9.4, the Transferor shall furnish each Preferred Shareholder with a copy of all agreements relating to such sale. (B) 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 or the Remaining Shares within the [***] period sixty (60) days from the expiration of these such rights, the Company’s first refusal rights and the HoldersPreferred Shareholders’ 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 Annex. (C) The exercise or non-exercise of the rights of the Company and the Holders Preferred Shareholders under this Section 2 9 to purchase Equity Securities from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Founders of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common HolderFounders hereunder.

Non-Exercise of Rights. To (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Company and the Holders Offerees have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 11.2 and the Selling Holders have not exercised their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.211.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights in which to sell the Offered Shares or to the Remaining Shares, as third-party transferee(s) identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice. Within three (3) Business Days after entering into any agreement to sell Offered Shares to a third party under this Section, the Transferor shall furnish each Offeree with a copy of all agreements relating to such sale. (b) In the third-party transferee(sevent the Transferor does not consummate the sale or disposition of the Offered Shares within sixty (60) identified in days after the Transfer Notice. The Company’s first refusal rights and expiration of such rights, the HoldersOfferees’ first refusal rights and co-sale rights (if applicable) shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (c) The exercise or non-exercise of the rights of the Company and the Holders Offerees under this Section 2 11.4 to purchase Equity Securities from the Selling Common Holder or a Transferor or, if applicable, participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder a Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holdera Transferor hereunder.

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 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 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. (i) To the extent that the Company and the Holders Preferred Shareholders have not exercised their rights to purchase the all Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and 7.2, subject to the Holders have not exercised right of the Preferred Shareholders to exercise their rights to participate in the sale of the Remaining Offered Shares within the time periods specified in Section 2.27.3, the Selling Common Holder Transferor shall have a period of [***] sixty (60) days from the expiration of such rights specified in Section 7.2 in which to sell the remaining Offered Shares or to the Remaining Shares, as Third Party Purchaser identified in the case may be, Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with any applicable securities Laws. The Parties agree that the Third Party Purchaser, prior to and as a condition to the third-party transferee(s) identified in consummation of any sale, shall execute and deliver to the Transfer Notice. The Company’s first refusal rights Parties documents and other instruments assuming the obligations of such Transferor under this Agreement with respect to the Offered Shares, and the Holders’ first refusal transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (ii) In the event the Transferor does not consummate the sale or disposition of any Offered Shares within sixty (60) days from the expiration of such rights, rights of the Shareholders under Section 7.2 and coSection 7.3, as the case may be, shall be re-sale rights invoked and shall continue to be applicable to any subsequent disposition of the such Offered Shares or the Remaining Shares acquired by the third-party transferee(s) Transferor 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 . (iii) The exercise or non-exercise of the rights of the Company and the Holders Shareholders under this Section 2 7.4 to purchase Equity Securities of the Company from the Selling Common Holder a Transferor or participate in sales the sale of Equity Securities by the Selling Common Holder a Transferor shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder Transferor of Equity Securities of the Company or subsequently participate in sales of Equity Securities by the Selling Common HolderTransferor hereunder.

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.