Common use of Non-Selling Shareholders’ Right of First Refusal Clause in Contracts

Non-Selling Shareholders’ Right of First Refusal. (i) In the event that the Company elects not to purchase all of the Offered Shares or fails to exercise its right of first refusal within the Company ROFR Period pursuant to Section 6.2(a) hereof for any reason, each Non-Selling Shareholder shall have the right for a period of fifteen (15) Business Days following the Non-Selling Shareholder’s receipt of the Additional Transfer Notice (the “Investor ROFR Period”) to elect to purchase up to its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Non-Selling Shareholder may exercise such right of first refusal and, thereby, purchase all or any portion of its pro rata share of the Offered Shares, by notifying the Selling Shareholder and the Company in writing, before expiration of the Investor ROFR Period as to the number of such Offered Shares that it wishes to purchase. (iii) Each Non-Selling Shareholder’s pro rata share of the remaining Offered Shares shall be a fraction, the numerator of which shall be the total number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Non-Selling Shareholder on the date of the Additional Transfer Notice are convertible (calculated on an as-converted basis) and the denominator of which shall be the total number of the Ordinary Shares into which the then outstanding Preferred Shares held by all the Non-Selling Shareholders on such date are convertible (calculated on an as-converted basis). (iv) If any Non-Selling Shareholder elects not to exercise or fully exercise or fails to fully exercise such right of first refusal pursuant to Section 6.2(b)(ii), the Selling Shareholder shall, within three (3) Business Days after the expiration of the Investor ROFR Period, give notice of such election or failure (the “Re-allotment Notice”) to each other Non-Selling Shareholder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”), which notice shall set forth the number of the Offered Shares not purchased by the other Non-Selling Shareholders pursuant to Section 6.2(b)(ii) (such shares, the “Remaining Offered Shares”). Such Re-allotment Notice may be made by telephone if confirmed in writing within five (5) Business Days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) Business Days from the date of such Re-allotment Notice was given (the “Extension Period”) to elect to increase the number of the Offered Shares they agreed to purchase under Section 6.2(b)(ii). Such right of re-allotment shall be subject to the following conditions: Each Purchasing Holder shall first, within the Extension Period, notify the Selling Shareholder of its desire to increase the number of the Offered Shares it agreed to purchase under Section 6.2(b)(ii), stating the number of the additional Offered Shares it proposes to buy (the “Additional Offered Shares”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total number of Additional Offered Shares the Purchasing Holders propose to buy exceeds the total number of the Remaining Offered Shares, each Purchasing Holder who proposes to buy more than such number of Remaining Offered Shares equal to the product obtained by multiplying (i) the number of the Remaining Offered Shares by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Purchasing Holder are convertible (calculated on an as-converted basis) and the denominator of which is the total number of Ordinary Shares into which the then outstanding Preferred Shares held by all Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer Notice (an “Over-Purchasing Holder”) will be cut back by the Selling Shareholder with respect to its over-purchase to that number of the Remaining Offered Shares equal to the lesser of (x) its Additional Offered Shares and (y) the product obtained by multiplying (i) the number of the Remaining Offered Shares available to the Over-Purchasing Holders for over-purchase by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Over-Purchasing Holder are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Preferred Share held by all the Over-Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer Notice. (v) Subject to applicable securities laws and other Applicable Laws, the Non-Selling Shareholders shall be entitled to apportion the Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Selling Shareholder; provided that such partners and Affiliates (which are not parties to this Agreement) shall be subject to all the terms and conditions of this Agreement by executing the Deed of Adherence. (vi) If a Non-Selling Shareholder gives the Selling Shareholder notice that it desires to purchase the Offered Shares, then payment for the Offered Shares to be purchased shall be made by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased and the delivery of updated register of members of the Company reflecting the purchase of such Offered Shares by such Non-Selling Shareholder, at a place agreed by the Selling Shareholder and all the participating Non-Selling Shareholders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) Business Days after the Non-Selling Shareholder’s receipt of the Additional Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 6.2(c).

Non-Selling Shareholders’ Right of First Refusal. (i) In To the event that extent the Company elects not fails or decline to purchase any or all of the Offered Shares or fails to exercise by exercising its right of first refusal under Section 4.2 within the Company ROFR Period period provided, the remaining Offered Shares shall be subject to the right of the Non-Selling Shareholders pursuant to this Section 6.2(a4.3. Subject to the Company’s option under Section 4.2, if at any time the Selling Shareholder proposes a sale or transfer of its shares in the Company, then within five (5) hereof for any reasondays after the Company has declined to purchase all, or a portion of, the Offered Shares or the Company’s option to so purchase the Offered Shares has expired, the Selling Shareholder shall give each Non-Selling Shareholder an “Additional Transfer Notice” that shall include all of the information and certification required in a Transfer Notice and shall additionally identify the Offered Shares that the Company has declined or failed to purchase (the “Remaining Shares”). Each Non-Selling Shareholder will have the right for a period of right, exercisable upon written notice (the “First Refusal Notice”) to the Selling Shareholder, the Company and each other Non-Selling Shareholder within fifteen (15) Business Days following the Non-Selling Shareholder’s days after receipt of the Additional Transfer Notice (the “Investor ROFR First Refusal Period”) of its election to elect to purchase up to exercise its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Non-Selling Shareholder may exercise such right of first refusal and, thereby, purchase all or any portion of its pro rata share of the Offered Shares, by notifying the Selling Shareholder and the Company in writing, before expiration of the Investor ROFR Period as to the number of such Offered Shares that it wishes to purchase. (iii) Each Non-Selling Shareholder’s pro rata share of the remaining Offered Shares shall be a fraction, the numerator of which shall be the total number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Non-Selling Shareholder on the date of the Additional Transfer hereunder. The First Refusal Notice are convertible (calculated on an as-converted basis) and the denominator of which shall be the total number of the Ordinary Shares into which the then outstanding Preferred Shares held by all the Non-Selling Shareholders on such date are convertible (calculated on an as-converted basis). (iv) If any Non-Selling Shareholder elects not to exercise or fully exercise or fails to fully exercise such right of first refusal pursuant to Section 6.2(b)(ii), the Selling Shareholder shall, within three (3) Business Days after the expiration of the Investor ROFR Period, give notice of such election or failure (the “Re-allotment Notice”) to each other Non-Selling Shareholder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”), which notice shall set forth the number of the Offered Remaining Shares not purchased by the other that such Non-Selling Shareholders pursuant Shareholder wishes to Section 6.2(b)(iipurchase, which amount shall not exceed the First Refusal Allotment (as defined below) (such shares, the “Remaining Offered Shares”). Such Re-allotment Notice may be made by telephone if confirmed in writing within five (5) Business Days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) Business Days from the date of such ReNon-allotment Notice was given (the “Extension Period”) to elect to increase the number of the Offered Shares they agreed to purchase under Section 6.2(b)(ii)Selling Shareholder. Such right of re-allotment first refusal shall be subject to the following conditions: exercised as follows: (a) First Refusal Allotment. Each Purchasing Holder shall first, within the Extension Period, notify the Non-Selling Shareholder of its desire to increase shall have the number of the Offered Shares it agreed right to purchase under Section 6.2(b)(ii), stating the number of the additional Offered Shares it proposes to buy (the “Additional Offered Shares”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total number of Additional Offered Shares the Purchasing Holders propose to buy exceeds the total that number of the Remaining Offered Shares, each Purchasing Holder who proposes to buy more than such number of Remaining Offered Shares equal (the “First Refusal Allotment”) equivalent to the product obtained by multiplying (i) the aggregate number of the Remaining Offered Shares by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Purchasing Holder are convertible (calculated on an asNon-converted basis) Selling Shareholder at the time of the transaction and the denominator of which is the total number of Ordinary Shares into which the then outstanding Preferred Shares held owned by all Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer Notice (an “Over-Purchasing Holder”) will be cut back by the Selling Shareholder with respect to its over-purchase to that number of the Remaining Offered Shares equal to the lesser of (x) its Additional Offered Shares and (y) the product obtained by multiplying (i) the number of the Remaining Offered Shares available to the Over-Purchasing Holders for over-purchase by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Over-Purchasing Holder are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Preferred Share held by all the Over-Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer Notice. (v) Subject to applicable securities laws and other Applicable Laws, the Non-Selling Shareholders shall be entitled to apportion the Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Selling Shareholder; provided that such partners and Affiliates (which are not parties to this Agreement) shall be subject to all the terms and conditions of this Agreement by executing the Deed of Adherence. (vi) If a Non-Selling Shareholder gives the Selling Shareholder notice that it desires to purchase the Offered Shares, then payment for the Offered Shares to be purchased shall be made by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased and the delivery of updated register of members of the Company reflecting the purchase of such Offered Shares by such Non-Selling Shareholder, at a place agreed by the Selling Shareholder and all the participating Non-Selling Shareholders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) Business Days after the transaction. A Non-Selling Shareholder’s receipt Shareholder shall not have a right to purchase any of the Additional Transfer Notice, Remaining Shares unless such notice contemplated a later closing with it exercises its right of first refusal within the prospective third party transferee or unless the value First Refusal Period to purchase up to all of its First Refusal Allotment of the purchase price has Remaining Shares. To the extent that any Non-Selling Shareholder does not yet been established pursuant exercise its right of first refusal to Section 6.2(c)the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising Non-Selling Shareholders shall, within five (5) days after the end of the First Refusal Period, make such adjustments to the First Refusal Allotment of each exercising Non-Selling Shareholders so that any remaining Remaining Shares may be allocated to those Non-Selling Shareholders exercising their rights of first refusal on a pro rata basis.

Non-Selling Shareholders’ Right of First Refusal. (i) In the event that If the Company elects not to purchase all of the Offered Shares or fails to exercise its right of first refusal within the Company ROFR Period specified period pursuant to Section 6.2(a5.2(a) hereof for any reasonhereof, then each Non-Selling Shareholder shall have the right for a period of fifteen (15) Business Days days following the Non-Selling Shareholder’s receipt of the Additional Transfer Notice (the “Investor ROFR Period”) to elect to purchase up to all or any portion of its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Non-Selling Shareholder may exercise such right of first refusal and, thereby, purchase all or any portion of its pro rata share of the Offered Shares, by notifying the Selling Shareholder and the Company in writing, before expiration of the Investor ROFR Period fifteen (15) day period as to the number of such Offered Shares that it wishes to purchase. (iii) Each Non-Selling Shareholder’s pro rata share of the remaining Offered Shares shall be a fraction, the numerator of which shall be the total number of the Ordinary Shares into which and other equity securities of the then outstanding Preferred Shares held Company (calculated on fully-diluted and as-converted basis) owned by such Non-Selling Shareholder on the date of the Additional Transfer Notice are convertible (calculated on an as-converted basis) and the denominator of which shall be the total number of the Ordinary Shares into which and other equity securities of the then outstanding Preferred Shares Company (calculated on fully-diluted and as-converted basis) held by all the Non-Selling Shareholders on such date are convertible (calculated on an as-converted basis)date. (iv) If any Non-Selling Shareholder elects not to exercise or fully exercise or fails to fully exercise such right of first refusal pursuant to Section 6.2(b)(ii5.2(b)(ii), the Selling Shareholder shall, within three (3) Business Days after the expiration of the Investor ROFR Period, shall give notice of such election or failure (the “Re-allotment Notice”) to each other Non-Selling Shareholder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”), which notice shall set forth the number of the Offered Shares not purchased by the other Non-Selling Shareholders pursuant to Section 6.2(b)(ii5.2(b)(ii) (such shares, the “Remaining Offered Shares”). Such Re-allotment Notice may be made by telephone if confirmed in writing within five (5) Business Daysdays. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) Business Days from the date of such Re-allotment Notice was given (the “Extension Period”) to elect to increase the number of the Offered Shares they agreed to purchase under Section 6.2(b)(ii5.2(b)(ii). Such right of re-allotment shall be subject to the following conditions: Each Purchasing Holder shall first, within the Extension Period, first notify the Selling Shareholder of its desire to increase the number of the Offered Shares it agreed to purchase under Section 6.2(b)(ii5.2(b)(ii), stating the number of the additional Offered Shares it proposes to buy (the “Additional Offered Shares”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total number of Additional Offered Shares the Purchasing Holders propose to buy exceeds the total number of the Remaining Offered Shares, each Purchasing Holder who proposes to buy more than such number of Remaining additional Offered Shares equal to the product obtained by multiplying (i) the number of the Remaining Offered Shares by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares (calculated on a fully-diluted and as-converted basis) held by such Purchasing Holder are convertible (calculated on an as-converted basis) and the denominator of which is the total number of Ordinary Shares into which the then outstanding Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer Notice (an “Over-Purchasing Holder”) will be cut back by the Selling Shareholder with respect to its over-purchase to that number of the Remaining Offered Shares equal to the lesser of (x) its Additional Offered Shares and (y) the product obtained by multiplying (i) the number of the Remaining Offered Shares available to the Over-Purchasing Holders for over-purchase by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares (calculated on a fully-diluted and as-converted basis) held by such Over-Purchasing Holder are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Preferred Share (calculated on a fully-diluted and as-converted basis) held by all the Over-Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer NoticeHolders. (v) Subject to applicable securities laws and other Applicable Lawslaws, the Non-Selling Shareholders shall be entitled to apportion the Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Selling Shareholder; provided that such partners and Affiliates (which are not parties to this Agreement) shall be subject to all the terms and conditions of this Agreement by executing the Deed of Adherence. (vi) If a Non-Selling Shareholder gives the Selling Shareholder notice that it desires to purchase the Offered Shares, then payment for the Offered Shares to be purchased shall be made by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased and the delivery of updated register of members of the Company reflecting the purchase of such Offered Shares by such Non-Selling Shareholder, at a place agreed by the Selling Shareholder and all the participating Non-Selling Shareholders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) Business Days days after the Non-Selling Shareholder’s receipt of the Additional Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 6.2(c5.2(c).

Non-Selling Shareholders’ Right of First Refusal. (i) In the event that If the Company elects not to purchase all or part of the Offered Shares or fails to exercise its right of first refusal within the Company ROFR Period specified period pursuant to Section 6.2(a5.2(a) hereof hereof, the Offered Shares for any reasonwhich the Non-Selling Shareholders may exercise the rights of first refusal shall be correspondingly reduced to such number of the Offered Shares that the Company elects not to purchase (the “Preferred Shareholder Offered Shares”), and then each Non-Selling Shareholder shall have the right for a period of fifteen twenty (1520) Business Days following the Non-Selling Shareholder’s receipt of the Additional Transfer Notice (the “Investor ROFR Period”) to elect to purchase up to its respective pro rata share of the Preferred Shareholder Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Non-Selling Shareholder may exercise such right of first refusal and, thereby, purchase all or any portion of its pro rata share of the Preferred Shareholder Offered Shares, by notifying the Selling Shareholder and the Company in writing, before expiration of the Investor ROFR Period twenty (20) Business Day period as to the number of such Preferred Shareholder Offered Shares that it wishes to purchase. (iii) Each Non-Selling Shareholder’s pro rata share of the remaining Preferred Shareholder Offered Shares shall be the product obtained by multiplying (i) Preferred Shareholder Offered Shares by (ii) a fraction, the numerator of which shall be the total number of the Ordinary Shares into which and other equity securities of the then outstanding Preferred Shares held Company (calculated on fully-diluted and as-converted basis) owned by such Non-Selling Shareholder on the date of the Additional Transfer Notice are convertible (calculated on an as-converted basis) and the denominator of which shall be the total number of the Ordinary Shares into which and other equity securities of the then outstanding Preferred Shares Company (calculated on fully-diluted and as-converted basis) held by all the Non-Selling Shareholders on such date are convertible (calculated on an as-converted basis)date. (iv) If any Non-Selling Shareholder elects not to exercise or fully exercise or fails to fully exercise such right of first refusal pursuant to Section 6.2(b)(ii5.2(b)(ii), the Selling Shareholder shall, within three (3) Business Days after the expiration of the Investor ROFR Period, shall give notice of such election or failure (the “Re-allotment Notice”) to each other Non-Selling Shareholder that elected to purchase its entire pro rata share of the Preferred Shareholder Offered Shares (the “Purchasing Holders”), which notice shall set forth the number of the Preferred Shareholder Offered Shares not purchased by the other Non-Selling Shareholders pursuant to Section 6.2(b)(ii5.2(b)(ii) (such shares, the “Remaining Offered Shares”). Such Re-allotment Notice may be made by telephone if confirmed in writing within five two (52) Business Days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) Business Days from the date of such Re-allotment Notice was given (the “Extension Period”) to elect to increase the number of the Offered Shares they agreed to purchase under Section 6.2(b)(ii5.2(b)(ii). Such right of re-allotment shall be subject to the following conditions: Each Purchasing Holder shall first, within the Extension Period, first notify the Selling Shareholder of its desire to increase the number of the Offered Shares it agreed to purchase under Section 6.2(b)(ii5.2(b)(ii), stating the number of the additional Offered Shares it proposes to buy (the “Additional Offered Shares”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total number of Additional Offered Shares the Purchasing Holders propose to buy exceeds the total number of the Remaining Offered Shares, each Purchasing Holder who proposes to buy more than such number of Remaining additional Offered Shares equal to the product obtained by multiplying (i) the number of the Remaining Offered Shares by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares (calculated on a fully-diluted and as-converted basis) held by such Purchasing Holder are convertible (calculated on an as-converted basis) and the denominator of which is the total number of Ordinary Shares into which the then outstanding Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer Notice (an “Over-Purchasing Holder”) will be cut back by the Selling Shareholder with respect to its over-purchase to that number of the Remaining Offered Shares equal to the lesser of (x) its Additional Offered Shares and (y) the product obtained by multiplying (i) the number of the Remaining Offered Shares available to the Over-Purchasing Holders for over-purchase (such number, for the avoidance of doubt, shall exclude all Additional Offered Shares proposed to be purchased by each Purchasing Holder not being an Over-Purchasing Holder) by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares (calculated on a fully-diluted and as-converted basis) held by such Over-Purchasing Holder are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Preferred Share (calculated on a fully-diluted and as-converted basis) held by all the Over-Purchasing Holders are convertible (calculated on an as-converted basis), calculated as at the date of Additional Transfer NoticeHolders. (v) Subject to applicable securities laws and other Applicable Laws, the Non-Selling Shareholders shall be entitled to apportion the Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Selling Shareholder; provided that such partners and Affiliates (which are not parties to this Agreement) shall be subject to all the terms and conditions of this Agreement by executing the Deed of Adherence. (vi) If a Non-Selling Shareholder gives the Selling Shareholder notice that it desires to purchase the Offered Shares, then payment for the Offered Shares to be purchased shall be made by check or wire transfer in immediately available funds of the appropriate currency, against delivery allotment of such Offered Shares to be purchased and the delivery of updated register of members of the Company reflecting the purchase of such Offered Shares by such Non-Selling Shareholder, at a place agreed by the Selling Shareholder and all the participating Non-Selling Shareholders and at the time of the scheduled closing therefor, which shall be no later than forty-five sixty (4560) Business Days days after the Non-Selling Shareholder’s receipt of the Additional Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 6.2(c5.2(c).