Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the 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. (b) 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 by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 9.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.39.3, the Transferor shall have a period of sixty (60) 90 days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the 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. (b) In the event the Transferor does not consummate the sale or disposition of the Offered Shares within sixty (60) 90 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 by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 9 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject If the Investors do not elect to any other applicable restrictions on exercise its right of first refusal to purchase all of the Offered Shares in accordance with Section 9.3, then, subject to the right of the Investors to exercise its Co-Sale Right in the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.39.4 (if applicable), the Transferor shall have a period of sixty ninety (6090) days from the expiration of such rights the Option Period in which to sell the remaining Offered Shares, as the case may be, Shares to the third-party transferee identified in the Transfer Notice 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 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 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 or disposition of such Offered Shares to the Proposed Transferee within such ninety (90) day period as provided in Section 9.5(a), the rights of the Offered Shares within sixty (60) days from the expiration of such rights, the Holders’ first refusal rights Investors under Section 9.3 and coSection 9.4 shall be re-sale rights invoked and shall continue to be applicable to any each subsequent disposition of the such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders Investors under this Section 2 9.3 to purchase Equity Securities Ordinary Shares from a Transferor or participate in the sale of Equity Securities Ordinary Shares by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities Ordinary Shares or subsequently participate in sales of Equity Securities Ordinary Shares by the Transferor hereunder.

Non-Exercise of Rights. (ai) Subject If the Company and the Investors do not elect to any other applicable restrictions on purchase all of the Offered Shares in accordance with Section 8.2, then, subject to the right of the Investors to exercise their rights to participate in the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.38.3, the 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, as the case may be, Shares to the third-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 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 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. (bii) In the event the Transferor does not consummate the sale or disposition of the such Offered Shares to the third party transferee identified in the Transfer Notice within sixty (60) days from the expiration of such rightsday period, the Holders’ first refusal rights of the Investors under Section 8.2 and coSection 8.3 shall be re-sale rights invoked and shall continue to be applicable to any each subsequent disposition of the such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (ciii) The exercise or non-exercise of the rights of the Holders Investors under this Section 2 8 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders Non-Selling Shareholders have not exercised their rights right to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised nor their rights right to participate in the sale of the Offered Shares within the time periods specified in Section 2.2 and Section 2.3, the Transferor Selling Shareholder shall have a period of sixty thirty (6030) days from the expiration of such rights the thirty (30)-day time period set forth in Section 2.3 in which to sell the Offered Shares, as the case may be, Shares to the third-party transferee transferee(s) identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser transferee(s) than those specified in the Transfer Notice. (b) . In the event the Transferor Selling Shareholder does not consummate the sale or disposition of the Offered Shares within sixty the thirty (6030) days from the expiration of such rightsday period set forth in this Section 2.4, the HoldersNon-Selling Shareholders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor Selling Shareholder until such rights lapse right lapses in accordance with the terms of this Agreement. (c) The . Furthermore, the exercise or non-exercise of the rights of the Holders Non-Selling Shareholders under this Section 2 2.4 to purchase Equity Securities from a Transferor the Selling Shareholder or to participate in the sale sales of Equity Securities by a Transferor the Selling Shareholder shall not adversely affect their rights to make subsequent purchases from the Transferor Selling Shareholder of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunderSelling Shareholder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders have Purchaser has not exercised their its rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale all of the Offered Shares within the time periods specified in Section 2.33.1, the Transferor Founder shall have until the later of (1) the closing date set forth in the Transfer Notice, or (2) a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as Shares not so purchased (the case may be, to the third-party transferee identified in the Transfer Notice "Open Period") upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice. (bNotice to the third-party transferee(s). The third-party transferee(s) shall acquire any such Offered Shares free and clear of subsequent rights of first refusal under this Agreement. In the event the Transferor Founder does not consummate the sale or disposition of all of the Offered Shares not purchased by Purchaser within sixty (60) days from the expiration of such rightsOpen Period, the Holders’ Purchaser's first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of any of the Offered Shares by the Transferor Founder until such rights lapse right lapses in accordance with the terms of this Agreement. (c) The . Furthermore, the exercise or non-exercise of the rights of the Holders Purchaser under this Section 2 3 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor Founder shall not adversely affect their rights its right to make subsequent purchases from the Transferor Founder of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunderSecurities.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders Preferred Shareholder have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 2.3 and the Holders they have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.32.4, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, Shares to the third-party transferee 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. (b) The Transferee 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 Transferor does not consummate the sale or disposition of the Offered Shares within sixty (60) days from the expiration of such rights, the HoldersPreferred Shareholders’ rights of first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders Preferred Shareholders under this Section 2 to purchase Equity Securities Common Shares from a Transferor or participate in the sale of Equity Securities Common Shares by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities Common Shares or subsequently participate in sales of Equity Securities Common Shares by the Transferor hereunder.

Non-Exercise of Rights. (ai) Subject If the Investors do not elect to any other applicable restrictions on purchase all of the Offered Shares in accordance with Section 8.2, then, subject to the right of the Investors to exercise its rights to participate in the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.38.3, the 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, as the case may be, Shares to the third-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 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 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. (bii) In the event the Transferor does not consummate the sale or disposition of the such Offered Shares to the third party transferee identified in the Transfer Notice within sixty (60) days from the expiration of such rightsday period, the Holders’ first refusal rights of the Investors under Section 8.2 and coSection 8.3 shall be re-sale rights invoked and shall continue to be applicable to any each subsequent disposition of the such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (ciii) The exercise or non-exercise of the rights of the Holders Investors under this Section 2 8 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to 5.1. To the extent that the Preferred Holders have not exercised their rights to purchase all or any part of the Offered Shares within the time periods specified in Section 2.2 3 and the Holders have not exercised their rights to participate in the sale of all of the remaining Offered Shares within the time periods specified in Section 2.34, the Transferor shall have a period of sixty ninety (6090) days from the expiration of such rights in which to sell the remaining Offered Shares, as the case may be, Shares to the third-party transferee 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. (b) 5.2. The Parties agree that each Transferee shall, prior to the consummation of any Transfer, have executed documents, to the satisfaction of the Preferred Holders and the Company, assuming the obligations of such Transferor under this Agreement and other Transaction Documents with respect to the transferred Ordinary Shares. In the event the Transferor does not consummate the sale or disposition of the Offered Shares within sixty ninety (6090) days from the expiration of such rights, the Preferred Holders’ first refusal rights under Section 3 and the Preferred Holders’ co-sale rights under Section 4 shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) 5.3. The exercise or non-exercise under Sections 3 and Section 4 of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or the Holders to participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a1) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders Investors have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 5.3(a), and the Holders Investors have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.35.3(b), the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, Co-Sale Shares to the any third-party transferee identified in the Transfer Notice upon so long as (i) the terms and conditions (including the purchase price) of such sale are no more favorable to the purchaser than those specified in the Transfer NoticeNotice and (ii) such sale complies with the requirements of Section 5.1. Within fifteen (15) days of entering into any agreement to sell Offered Shares to a third-party transferee under this Section 5.3(c), the Transferor shall furnish each Investor with a copy of all agreements relating to such sale. (b2) In the event the Transferor does not consummate the sale or disposition of the Offered Co-Sale Shares within sixty (60) days from the expiration of such rights, the HoldersInvestors’ first refusal rights and co-sale rights, such rights of the Investors shall continue to revive and shall be applicable to any subsequent disposition Transfer of the Offered Co-Sale Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c3) The exercise or non-exercise of the rights of the Holders Investors under this Section 2 5.3 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a the Transferor shall not adversely affect their rights to make subsequent purchases of Equity Securities from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunderTransferor.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 9.2, and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.39.3, the Transferor shall have a period of sixty ninety (6090) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, Shares to the 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. (b) In the event the Transferor does not consummate the sale or disposition of the Offered Shares within sixty ninety (6090) days from the expiration of such rights, the Holders’ first refusal rights and co-sale rights hereunder shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 9 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the 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. (b) 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 by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders Company and the Other Shareholders have not exercised their rights to purchase all of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.2 Sections 1.1 and 1.2 and the Holders Other Shareholders 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 2.31.3, the Transferor Offering Shareholder shall have a period of sixty thirty (6030) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, to the 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 to the third-party transferee(s) identified in the Transfer Notice. (b. The third-party transferee(s) shall acquire the Offered Shares subject to the provisions and restrictions contained in this Agreement. In the event the Transferor Offering Shareholder does not consummate the sale or disposition of the Offered Shares within sixty the thirty (6030) days day period from the expiration of such these rights, the Holders’ first refusal Company's and Other Shareholders' rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor Offering Shareholder until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders Major Shareholders have not exercised their rights to purchase the all Offered Shares within the time periods specified in Section 2.2 and the Holders Major Shareholders have not exercised their rights to participate in the sale of the all Offered Shares within the time periods specified in Section 2.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the remaining Offered Shares, as the case may be, Shares to the third-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. (b) In the event the Transferor does not consummate the sale or disposition of the any Offered Shares within sixty (60) days from the expiration of such rights, the HoldersMajor Shareholders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders Major Shareholders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such sharesShares, to the extent that the Preferred Share Holders have not exercised their rights to purchase the all Offered Shares within the time periods specified in Section 2.2 6.2, and the Preferred Share Holders have not exercised their rights to participate in the sale of the all Offered Shares within the time periods specified in Section 2.36.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the remaining Offered Shares, as the case may be, Shares to the third-third party transferee transferee(s) 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. (b) In the event the Transferor does not consummate the sale or disposition of the any Offered Shares within sixty (60) days from the expiration of such rightsthe rights set forth in Section 6.2, the Holders’ first refusal rights of the Preferred Share Holders under Section 6.2 and co-sale rights Section 6.3, as the case may be, shall continue to be applicable to any subsequent disposition of the such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Preferred Share Holders under this Section 2 6 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Company and the Offeree Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale all of the Offered Shares within the time periods specified in Section 2.33.1, the Transferor Transferring Holder shall have a period of sixty thirty (6030) days from the expiration date of such rights in which to sell the Offered SharesShares not purchased by the Company or the Offeree Holders, as the case may be, to the 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 to the third-party transferee(s) identified in the Transfer Notice. (b. The third-party transferee(s) shall acquire such shares subject to the rights of first refusal and co-sale rights under this Agreement. In the event the Transferor Transferring Holder does not consummate the sale or disposition of such shares within the Offered Shares within sixty thirty (6030) days from day period following the expiration of such these rights, the Company's first refusal rights and the Offeree Holders’ ' first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor Transferring Holder until such rights lapse right lapses in accordance with the terms of this Agreement. (c) The . Furthermore, the exercise or non-exercise of the rights of the Company and the Offeree Holders under this Section 2 3 to purchase Equity Registrable Securities from a Transferor the Transferring Holder or participate in the sale sales of Equity Registrable Securities by a Transferor the Transferring Holder shall not adversely affect their rights to make subsequent purchases from the Transferor Transferring Holder of Equity Registrable Securities or subsequently participate in sales of Equity Registrable Securities by the Transferor hereunderTransferring Holder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders have Investor has not exercised their its rights to purchase all or a portion of the Offered Relevant Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.35.2, the Transferor Selling Shareholder shall have a period of sixty forty-five (6045) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, remaining Relevant Shares to the third-party transferee Proposed Transferee identified in the Transfer Sale Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Sale Notice. (b) The Parties agree that each Proposed Transferee shall, prior to the consummation of any Proposed Transfer, have executed documents assuming the obligations of such Selling Shareholder under this Agreement with respect to the transferred Common Shares. In the event the Proposed Transferor does not consummate the sale or disposition of the Offered Relevant Shares within sixty forty-five (6045) days from the expiration of such rights, the Holders’ Investor’s first refusal rights and cotag-sale along rights shall continue to be applicable to any subsequent disposition of the Offered Shares Securities by the Transferor Selling Shareholder until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise under Section 5.2 and Section 5.3 of the rights of the Holders under this Section 2 Investor to purchase Equity Securities from a Transferor Selling Shareholder or the Investor to participate in the sale of Equity Securities by a Transferor Selling Shareholder shall not adversely affect their the Investor’s rights to make subsequent purchases of Securities from the Transferor of Equity Securities Selling Shareholder or subsequently participate in sales of Equity Securities by the Transferor Selling Shareholder pursuant to its rights hereunder.

Non-Exercise of Rights. (a) Subject Notwithstanding anything to any other applicable restrictions on the sale of such sharescontrary, to the extent that the Holders Transferor shall have not received requests from the Holders (together) to purchase all of its Offered Shares, the Transferor shall be entitled to sell the Offered Shares, in whole or in part, to any third party, upon terms and conditions no more favorable than those specified in the Transfer Notice, within 60 days after the expiration of such rights of the Holders. Without derogating from the above, to the extent that any party has not exercised their its rights to purchase join the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale selling of the Offered Shares within the time periods specified in Section 2.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the 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 to the third-party transferee(s) identified in the Transfer Notice. (b. The third-party transferee(s) shall acquire the Offered Shares subject to rights of first refusal and co-sale rights under this Agreement. In the event the a Transferor does not consummate the sale or disposition of the Offered Shares within the sixty (60) days day period from the expiration of such these rights, the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor until such rights lapse right lapses in accordance with the terms of this Agreement. (c) The . Furthermore, the exercise or non-exercise of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights as to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunderand/or sales.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale terms and conditions of such sharesthis Agreement and the obligations set forth under SECTION 5.7 hereof, to the extent that the Holders have Buyer has not exercised their its rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale all of the Offered Shares within the time periods specified in Section 2.3herein, the Transferor Transferring Shareholder shall have a period of sixty Thirty (6030) days from the expiration of such rights in which to sell any such remaining Offered Shares (the Offered Shares"REMAINING SHARES"), as the case may be, to the third-party transferee identified in the Transfer Notice upon under 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. (b. The third-party transferee(s) In shall acquire the event Remaining Shares free and clear of subsequent rights of first refusal under this Agreement. If the Transferor Transferring Shareholder does not consummate the sale or disposition of the Offered Remaining Shares within sixty the Thirty (6030) days day period from the expiration of such these rights, then the Holders’ Buyer's first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Remaining Shares by the Transferor Transferring Shareholder until such rights lapse in accordance with the terms of this Agreement. (c) . The exercise or non-exercise of the rights of the Holders under this Section 2 Buyer to purchase Equity Securities from a Transferor any of the Offered Shares or to participate in sales of Buyer Common Stock by the sale of Equity Securities by a Transferor Transferring Shareholder shall not adversely affect their Buyer's rights to make subsequent purchases from the Transferor of Equity Securities any Transferring Shareholder or to participate subsequently participate in sales of Equity Securities Buyer Common Stock by the Transferor hereunderTransferring Shareholder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 8.3 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.38.4, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the 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. (b) In the event the Transferor does not consummate the sale or disposition of the Offered Shares within sixty one hundred and twenty (60120) 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 by the Transferor until such rights lapse in accordance with the terms of this Agreementherein contained. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 Article 8 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (ai) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders Included Members have not exercised their rights to purchase the Offered Shares all New Securities within the time periods specified in this Section 2.2 12 and to the Holders have extent that any New Securities are not exercised their subject to preemptive rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.3any Holder, the Transferor Company shall have a period of sixty (60) 90 calendar days from the expiration of such rights in which to sell the Offered Shares, as the case may be, remaining New Securities to the third-third party transferee Transferee(s) identified in the Transfer New Issuance Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer New Issuance Notice. (bii) In the event the Transferor Company does not consummate the sale or disposition of the Offered Shares any New Securities within sixty (60) 90 calendar days from the expiration of such rightsthe rights set forth in Section 12(e)(i), the Holders’ first refusal rights and co-sale rights of the Included Members under this Section 12 shall continue to be applicable to any subsequent disposition of the Offered Shares such New Securities by the Transferor Company until such rights lapse in accordance with the terms of this AgreementNote. (ciii) The exercise or non-exercise of the rights of the Holders Included Members under this Section 2 12 to purchase Equity Securities equity securities from a Transferor Company or participate in the sale of Equity Securities equity securities by a Transferor Company shall not adversely affect their rights to make subsequent purchases from the Transferor Company of Equity Securities equity securities or subsequently participate in sales of Equity Securities equity securities by the Transferor Company hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders Company and the Investors have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.2 3.1 and the Holders 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 2.33.2, the Transferor Common Holder shall have a period of sixty thirty (6030) days from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, to the 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 to the third-party transferee(s) identified in the Transfer Notice. (b. The third-party transferee(s) shall acquire the Remaining Shares free and clear of subsequent rights of first refusal and co-sale rights under this Agreement. In the event the Transferor Common Holder does not consummate the sale or disposition of the Offered Remaining Shares within sixty the thirty (6030) days day period from the expiration of such these rights, the HoldersCompany’s first refusal rights and the Investors’ 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 Transferor Common Holder until such rights lapse right lapses in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders have APS has not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their its rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.33.2, the Transferor Selling Preferred Holders shall have a period of sixty thirty (6030) business days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the third-party transferee identified in the Transfer Notice Shares 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. (b. The third-party transferee(s) shall acquire the Offered Shares free and clear of subsequent co-sale rights under this Agreement. In the event the Transferor does Selling Preferred Holders do not consummate the sale or disposition of the Offered Shares within sixty the thirty (6030) days business day period from the expiration of such these rights, the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor Selling Preferred Holders until such rights lapse right lapses in accordance with the terms of this Agreement. (c) The . Furthermore, the exercise or non-exercise of the APS's rights of the Holders under this Section 2 3 to purchase Equity Securities from a Transferor or participate in the sale sales of Equity Securities by a Transferor the Selling Preferred Holders shall not adversely affect their APS's rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereundera Preferred Holder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 Sections 2.2(b) and 2.2(c) and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the 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. (b) In the event the Transferor does not consummate the sale or disposition of the Offered Shares within sixty one hundred and twenty (60120) 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 by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to To the extent that the Holders no co-sale rights have not been exercised their rights pursuant to purchase the Offered Shares Section 4.4 within the applicable time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.3periods, the Transferor Transferring Holder shall have a period of sixty thirty (6030) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the third-party transferee identified in the Transfer Notice such Equity Securities upon terms and conditions (including the purchase price) no more favorable to the purchaser Transferring Holder than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice. (b) . In the event the Transferor Transferring Holder does not consummate the sale or disposition of the Offered Shares Equity Securities subject to the proposed Transfer within sixty the thirty (6030) days day period from the expiration of such these rights, the Holders’ first refusal rights and co-sale rights set forth herein shall continue to be applicable to any subsequent disposition of the Offered Shares Equity Securities subject to the proposed Transfer by the Transferor Transferring Holder until such rights lapse right lapses in accordance with the terms of this Agreement. (c) The . Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 4.4 to purchase Equity Securities from a Transferor the Transferring Holder or participate in the sale sales of Equity Securities by a Transferor the Transferring Holder shall not adversely affect their rights to make subsequent purchases from the Transferor any Transferring Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunderany Transferring Holder.

Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders Major Shareholders and/or the Company have not exercised their rights to purchase the all Offered Shares within the time periods specified in Section 2.2 2.2, and the Holders Major Shareholders have not exercised their rights to participate in the sale of the all Offered Shares within the time periods specified in Section 2.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the remaining Offered Shares, as the case may be, Shares to the third-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. (b) In the event the Transferor does not consummate the sale or disposition of the any Offered Shares within sixty (60) days from the expiration of such rights, the HoldersMajor Shareholders’ first refusal rights and co-sale rights and the Company’s rights under Section 2.2(d) shall continue to be applicable to any subsequent disposition of the such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. (c) The exercise or non-exercise of the rights of the Holders Major Shareholders and/or the Company under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.

Non-Exercise of Rights. (ai) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders Investors have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 above and the Holders Investors have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.3periods, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the 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. (bii) 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 by the Transferor until such rights lapse in accordance with the terms of this Agreement. (ciii) The exercise or non-exercise of the rights of the Holders under this Section 2 Investors to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.