Common use of Option of Investors Clause in Contracts

Option of Investors. (i) Each Investor shall have an option for a period of thirty (30) days following receipt of the Ordinary Transfer Notice (the “ Investor Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the price and subject to the terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor in writing before expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (ii) For the purposes of this Section 9.2(ii), an Investor’s “ROFR Pro Rata Share” of the Offered Ordinary Shares shall be equal to (i) the total number of such Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Investor (on an as-converted basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all Investors (on an as-converted basis)) on such date. (iii) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the Offered Ordinary Shares, the Ordinary Transferor shall deliver a written notice thereof (the “Second Ordinary Notice”), within five (5) days after the expiration of the Investor Option Period, to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor in writing within fifteen (15) days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such date. (iv) Subject to Applicable Securities Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Transferor in writing, (b) such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each Investor shall have an option for a period of thirty ten (3010) days following receipt of the Ordinary Transfer Notice (the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor and the Company in writing before expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (iib) For the purposes of this Section 9.2(ii2.2(ii), an Investor’s “ROFR Pro Rata Share” of the Offered Ordinary Shares shall be equal to (i) the total number of such the Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Class B Ordinary Shares held by such Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by such Investor (on an asAs-converted basis)Converted Basis) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Class B Ordinary Shares held by all Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Investors (on an asAs-converted basisConverted Basis)) on such date. (iiic) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the Offered Ordinary Shares, the Ordinary Transferor Company shall deliver a written notice thereof (the “Second Ordinary Notice”), within five (5) days after the expiration of the Investor Option Period, to the Transferor and to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor and the Company in writing within fifteen ten (1510) days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone ; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by (ii) a fraction, will be allocated to the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all extent necessary among the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such datein accordance with their relative Pro Rata Shares. (ivd) Subject to Applicable Securities applicable securities Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Company and the Transferor in writing, (b) such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each If the Company does not timely elect to purchase all of the Offered Shares pursuant to clause (ii) above, then the Company shall deliver to each Major Investor written notice (the “Second Notice”) thereof within ten (10) days after the expiration of the Company Option Period, and each such Major Investor shall have an option for a period of thirty ten (3010) days following receipt of the Ordinary Transfer Second Notice (the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii) below) of the remaining Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying delivering to the Ordinary Transferor in writing and the Company a written notice (the “First Exercise Notice”) before expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (iib) For the purposes of this Section 9.2(ii2.2(iii), an Major Investor’s “ROFR Pro Rata Share” of the such remaining Offered Ordinary Shares shall be equal to (i) the total number of such remaining Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Major Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by such Major Investor (on an as-converted to Ordinary Share basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Major Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Major Investors (on an as-converted to Ordinary Share basis)) on such date. (iiic) If any Major Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the such Offered Ordinary Shares, the Ordinary Transferor Company shall deliver a written notice thereof (the “Second Ordinary Third Notice”), within five (5) days after the expiration of the Investor Option Period, to the Transferor and to each Major Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying delivering to the Ordinary Transferor in writing and the Company a written notice (the “Second Exercise Notice”, together with the First Exercise Notice, collectively, the “Exercise Notice”) within fifteen ten (1510) days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone Third Notice; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by (ii) a fraction, will be allocated to the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all extent necessary among the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such datein accordance with their relative Pro Rata Shares. (ivd) Subject to Applicable Securities applicable securities Laws, each Major Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Major Investor notifies the Ordinary Company and the Transferor in writing, (b) such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each Investor shall have an option for a period of thirty often (3010) days following receipt of the Ordinary Transfer Notice (the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor and the Company in writing before expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (iib) For the purposes of this Section 9.2(ii8.2(ii), an Investor’s “ROFR Pro Rata Share” of the such Offered Ordinary Shares shall be equal to (i) the total number of such Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by such Investor (on an as-converted to Ordinary Share basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Investors (on an as-converted to Ordinary Share basis)) on such date. (iiic) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the such Offered Ordinary Shares, the Ordinary Transferor shall deliver a written notice thereof (the “Second Ordinary Notice”), within five (5) days after the expiration of the Investor Option Period, to the Transferor and to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor and the Company in writing within fifteen ten (151 0) days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone ; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by (ii) a fraction, will be allocated to the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all extent necessary among the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such datein accordance with their relative Pro Rata Shares. (ivd) Subject to Applicable Securities applicable securities Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Company and the Transferor in writing, (b) writing and such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto such documents and take such other actions as Exhibit A may be necessary for such Affiliates to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party party hereto) upon and after such Transfer.

Option of Investors. (i) Each Investor shall have an option for a period of thirty fifteen (3015) days following receipt of the Ordinary Transfer Notice (the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor in writing before expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (ii) For the purposes of this Section 9.2(ii), an Investor’s “ROFR Pro Rata Share” of the Offered Ordinary Shares shall be equal to (ix) the total number of such Offered Ordinary Shares, multiplied by (iiy) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then any Preferred Shares held by such Investor (on an as-converted to Ordinary Share basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Investors (on an as-converted to Ordinary Share basis)) on such date. (iii) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the Offered Ordinary Shares, the Ordinary Transferor shall deliver a written notice thereof (the “Second Ordinary Notice”), within five (5) days after the expiration of the Investor Option Period, to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor in writing within fifteen (15) days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone Notice; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by (ii) a fraction, will be allocated to the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all extent necessary among the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such datein accordance with their relative ROFR Pro Rata Shares. (iv) Subject to Applicable Securities applicable securities Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Transferor in writing, (b) writing and such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto such documents and take such other actions as Exhibit A may be necessary for such Affiliates to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each Investor shall have an option for a period of thirty ten (3010) days Business Days following receipt of the Ordinary Transfer Notice (as may be extended pursuant to Section 9.4(b), the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii9.2(b) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor in writing before the expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (iib) For the purposes of this Section 9.2(ii9.2(b), an Investor’s “ROFR Pro Rata Share” of the Offered Ordinary Shares shall be equal to (i) the total number of such Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then any Preferred Shares held by such Investor (on an as-converted basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Investors (on an as-converted basis)) on such date. (iiic) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the Offered Ordinary Shares, the Ordinary Transferor shall deliver a written notice thereof (the “Second Ordinary Notice”), within five two (5) days 2)Business Days after the expiration of the Investor Option Period, to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor in writing within fifteen ten (1510) days Business Days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone ; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in the aggregate more than the number of such unpurchased Offered Ordinary Shares, then each such Exercising Preferred Shareholder Shareholders will be cut back by the Company with respect to its purchase of re-allotment to such number of unpurchased remaining Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such the unpurchased Offered Ordinary Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) held by such Exercising Shareholders and the denominator of which is the total number of Ordinary Shares held by all the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such date.held by all the Exercising Shareholders. 30 Shareholders’ Agreement (ivd) Subject to Applicable Securities applicable Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Transferor in writing, (b) writing and such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto such documents and take such other actions as Exhibit A may be necessary for such Affiliates to join in and be bound by the terms of this Agreement and be bound by the terms as a holder of the Amended M&AA as an “Investor” Preferred Shares (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each Investor shall have an option for a period of thirty ten (3010) days Business Days following receipt of the Ordinary Transfer Notice (as may be extended pursuant to Section 9.4(b), the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii9.2(b) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor in writing before the expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (iib) For the purposes of this Section 9.2(ii9.2(b), an Investor’s “ROFR Pro Rata Share” of the Offered Ordinary Shares shall be equal to (i) the total number of such Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then any Preferred Shares held by such Investor (on an as-converted basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Investors (on an as-converted basis)) on such date. (iiic) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the Offered Ordinary Shares, the Ordinary Transferor shall deliver a written notice thereof (the “Second Ordinary Notice”), within five two (52) days Business Days after the expiration of the Investor Option Period, to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor in writing within fifteen ten (1510) days Business Days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone ; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in the aggregate more than the number of such unpurchased Offered Ordinary Shares, then each such Exercising Preferred Shareholder Shareholders will be cut back by the Company with respect to its purchase of re-allotment to such number of unpurchased remaining Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such the unpurchased Offered Ordinary Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) held by such Exercising Shareholders and the denominator of which is the total number of Ordinary Shares held by all the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such dateheld by all the Exercising Shareholders. (ivd) Subject to Applicable Securities applicable Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Transferor in writing, (b) writing and such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto such documents and take such other actions as Exhibit A may be necessary for such Affiliates to join in and be bound by the terms of this Agreement and be bound by the terms as a holder of the Amended M&AA as an “Investor” Preferred Shares (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each Investor shall have an option for a period of For thirty (30) days following the deemed receipt of the Ordinary a Notice of Transfer Notice (the “ Investor "Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share "), the First Option Holders (as defined in Section 9.2(ii) below) shall have an irrevocable right to purchase the Offered Shares in accordance with the terms stated in the Notice of Transfer. For purposes of this Section 4.3, "First Option Holders" shall mean (i) in the case of a proposed transfer of Common Stock, the Investors holding Common Stock and (ii) in the case of a proposed transfer of Preferred Stock, the Investors holding Shares of the same series as the Offered Shares. Each First Option Holder shall have the option to purchase (i) in the case of a proposed transfer of Common Stock, that proportion of the shares available for purchase as the number of shares of Common Stock held by such First Option Holder bears to the total number of shares of Common Stock held by all First Option Holders, or (ii) in the case of a proposed transfer of shares of a series of Preferred Stock, that proportion of the shares available for purchase as the number of shares of such series held by such First Option Holder bears to the total number of shares of such series held by all First Option Holders. The right may be exercised by a written notice, signed by each First Option Holder who chooses to exercise such right, stating that the First Option Holder desires to purchase such First Option Holder's portion of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at tendering the purchase price and subject therefor. Such notice shall be delivered to the terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor in writing Offering Shareholder before expiration of the Investor Option Period. Failure to respond in writing within the Option Period as to the number Notice of Transfer shall be deemed an irrevocable waiver by such First Option Holder of such Offered Ordinary Shares that it wishes First Option Holder's right to purchase. (ii) For the purposes of this Section 9.2(ii), an Investor’s “ROFR Pro Rata Share” acquire its portion of the Offered Ordinary Shares Shares. Each First Option Holder shall be equal to (i) the total number have a right of over-allotment such Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Investor (on an as-converted basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all Investors (on an as-converted basis)) on such date. (iii) If that if any Investor First Option Holder fails to exercise its right to purchase its full ROFR Pro Rata Share portion of the Offered Ordinary Shares, the Ordinary Transferor shall deliver other First Option Holders may purchase the non-purchasing First Option Holder's portion on a written notice thereof (the “Second Ordinary Notice”), within five (5) days after the expiration of the Investor Option Period, to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor in writing pro rata basis within fifteen (15) days after receipt of from the Second Ordinary Notice (date that the “Re-allotment Period”). Such Offering Shareholder provides written notice may be made by telephone if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such datefailure. (iv) Subject to Applicable Securities Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Transferor in writing, (b) such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each Investor shall have an option for a period of thirty ten (3010) days Business Days following receipt of the Ordinary Transfer Notice (as may be extended pursuant to Section 9.4(b), the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii9.2(b) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor in writing before the expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (iib) For the purposes of this Section 9.2(ii9.2(b), an Investor’s “ROFR Pro Rata Share” of the Offered Ordinary Shares shall be equal to (i) the total number of such Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then any Preferred Shares held by such Investor (on an as-converted basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Investors (on an as-converted basis)) on such date. (iiic) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the Offered Ordinary Shares, the Ordinary Transferor shall deliver a written notice thereof (the “Second Ordinary Notice”), within five two (5) days 2)Business Days after the expiration of the Investor Option Period, to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor in writing within fifteen ten (1510) days Business Days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone ; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in the aggregate more than the number of such unpurchased Offered Ordinary Shares, then each such Exercising Preferred Shareholder Shareholders will be cut back by the Company with respect to its purchase of re-allotment to such number of unpurchased remaining Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such the unpurchased Offered Ordinary Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) held by such Exercising Shareholders and the denominator of which is the total number of Ordinary Shares held by all the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such dateheld by all the Exercising Shareholders. (ivd) Subject to Applicable Securities applicable Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Transferor in writing, (b) writing and such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto such documents and take such other actions as Exhibit A may be necessary for such Affiliates to join in and be bound by the terms of this Agreement and be bound by the terms as a holder of the Amended M&AA as an “Investor” Preferred Shares (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (i) Each such Investor shall have an option for a period of thirty twenty (3020) days Business Days following receipt of the Ordinary Transfer Company Notice (the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii) below) of the Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor in writing before expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (ii) For the purposes of this Section 9.2(ii10.2(b), an Investor’s “ROFR Pro Rata Share” of the Offered Ordinary Shares shall be equal to (iA) the total number of such the Offered Ordinary SharesShares (not subscribed for by the Company pursuant to its primary right of first refusal), multiplied by (iiB) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares issued or issuable upon conversion of Preferred Shares or exercise of the Warrant, if applicable, that has become exercisable pursuant to the terms thereof held by such Investor (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Investor (on an as-converted basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares issued or issuable upon conversion of Preferred Shares or exercise of the Warrant, if applicable, that has become exercisable pursuant to the terms thereof held by all Investors (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all Investors (on an as-converted basis)) on such date. (iii) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the Offered Ordinary Shares, the Ordinary Transferor shall deliver a written notice thereof (the “Second Ordinary Notice”), within five (5) days after the expiration of the Investor Option Period, to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor and the Company in writing within fifteen (15) days ten Business Days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone Notice; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by shall be allocated to the extent necessary among the Exercising Shareholders in accordance with their relative ROFR Pro Rata Shares (ii) a fractionprovided that, for purposes of this Section 10.2(c)(iii), the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and reference to “Investors” in the denominator of which is the total number of Ordinary Shares held by all the contained in such definition shall be replaced with a reference to “Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basisShareholders”)) on such date. (iv) Subject to Applicable Securities applicable securities Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Company and the Transferor in writing, (b) such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party hereto) upon and after such Transfer.

Option of Investors. (ia) Each If the Company does not timely elect to purchase all of the Offered Shares pursuant to clause (ii) above, then the Company shall deliver to each Investor written notice (the “Company Notice”) thereof within ten (10) days after the expiration of the Company Option Period, and each such Investor shall have an option for a period of thirty ten (3010) days following receipt of the Ordinary Transfer Company Notice (the “ Investor “Option Period”) to elect to purchase all or any portion of its respective ROFR Pro Rata Share (as defined in Section 9.2(ii) below) of the remaining Offered Ordinary Shares (and any additional re-allotted Offered Ordinary Shares, as provided below) at the same price and subject to the same terms and conditions as described in the Ordinary Transfer Notice, by notifying the Ordinary Transferor and the Company in writing before expiration of the Investor Option Period as to the number of such Offered Ordinary Shares that it wishes to purchase. (iib) For the purposes of this Section 9.2(ii2.2(iii), an Investor’s “ROFR Pro Rata Share” of the such Offered Ordinary Shares shall be equal to (i) the total number of such Offered Ordinary Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such Investor on the date of the Transfer Notice (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by such Investor (on an as-converted to Ordinary Share basis)) on the date of the Ordinary Transfer Notice and the denominator of which shall be the total number of Ordinary Shares held by all Investors on such date (including Ordinary Shares issuable upon conversion of the then all Preferred Shares held by all such Investors (on an as-converted to Ordinary Share basis)) on such date. (iiic) If any Investor fails to exercise its right to purchase its full ROFR Pro Rata Share of the such Offered Ordinary Shares, the Ordinary Transferor Company shall deliver a written notice thereof (the “Second Ordinary Notice”), within five (5) days after the expiration of the Investor Option Period, to the Transferor and to each Investor that elected to purchase its entire ROFR Pro Rata Share of the Offered Ordinary Shares (an “Exercising Preferred Shareholder”). The Exercising Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Ordinary Shares by notifying the Ordinary Transferor and the Company in writing within fifteen ten (1510) days after receipt of the Second Ordinary Notice (the “Re-allotment Period”). Such notice may be made by telephone ; provided, however, that if confirmed in writing within two (2) Business Days. If the Exercising Preferred Shareholders desire to purchase in aggregate more than the number of such unpurchased Offered Ordinary Shares, then each Exercising Preferred Shareholder will be cut back with respect to its purchase of such number of unpurchased Offered Ordinary Shares equal to the lesser of (x) the number of unpurchased Offered Ordinary Shares it wishes to purchase and (y) the product obtained by multiplying (i) the number of such unpurchased Offered Ordinary Shares by (ii) a fraction, will be allocated to the numerator of which is the number of Ordinary Shares held by such Exercising Preferred Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Exercising Preferred Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all extent necessary among the Exercising Preferred Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Exercising Preferred Shareholders (on an as-converted basis)) on such datein accordance with their relative Pro Rata Shares. (ivd) Subject to Applicable Securities applicable securities Laws, each Investor shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among its Affiliates, provided that (a) such Investor notifies the Ordinary Company and the Transferor in writing, (b) writing and such Affiliate is not a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the GS Controlled Affiliates, (B) Carlyle shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Carlyle Controlled Affiliates and (C) Cathay shall be entitled to apportion the Offered Ordinary Shares to be purchased pursuant to this Section 9 among any of the Cathay Controlled Affiliates), and (c) such Affiliate shall execute and deliver a joinder agreement in substantially the form attached hereto such documents and take such other actions as Exhibit A may be necessary for such Affiliates to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as an “Investor” (if not already a Party hereto) and the Shareholders Agreement as an “Investor” (if not already a party thereto) upon and after such Transfer.