Common use of Over-Allotment Clause in Contracts

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond to the Company in writing within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) for over-allotment. After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment notice, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer Notice.

Over-Allotment. If Each Offeree shall have a right of over-allotment such that if any Investor elects not to exercise its Preemptive Right or Offeree fails to exercise its Preemptive Right in such Offeree's right hereunder to have transferred to him, her or it such Offeree's full or fails to respond to the Company in writing within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) for over-allotment. After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment notice, and (B) its over-allotment pro rata proportionate share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata Stockholder Shares proposed to be transferred (in such capacity, an "Incomplete Purchaser" and collectively, the "Incomplete Purchasers"), the Offerees exercising their right to have transferred to them their full respective proportionate share of such Stockholder Shares (in such capacity, collectively, the Over-Allotment Issuance "Complete Purchasers" and individually, a "Complete Purchaser") may have transferred to them the portion of such Stockholder Shares which has not been transferred to the Incomplete Purchasers as hereinafter provided. Each Complete Purchaser shall have fifteen (15) days from the date notice is given by the Offeror to the Complete Purchasers that the Incomplete Purchaser(s) have rejected or failed to accept their right to have transferred to them their proportionate share of Stockholder Shares” , to agree to have transferred to such Complete Purchaser up to such Complete Purchaser's proportionate share of Stockholder Shares not transferred to the Incomplete Purchaser(s). Notwithstanding anything in Section 7 to the contrary, as used in this Section 7(b) with respect to the Complete Purchasers only, each Complete Purchaser's "proportionate share" shall be a product obtained calculated by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and excluding from the denominator of which shall be the aggregate fraction the total number of Ordinary Shares (calculated on an as-converted shares of Common Stock of all Incomplete Purchasers and fully-diluted basis) held by the total number of shares of Common Stock into which the shares of all Fully Exercising Investors who participate in such allocation step on the date Incomplete Purchasers' Preferred Stock and other convertible securities of the Company are convertible. In the event the Offerees fail to exercise their rights pursuant to paragraphs (a) and (b) above within said forty-five (45) day period for the full amount of Stockholder Shares proposed to be transferred, the Offeror shall have sixty (60) days thereafter to Transfer the Stockholder Shares with respect to which the Offeree's options were not exercised, at a price and upon general terms no more favorable to the transferees thereof than specified in the Offeror's notice to the Offerees. In the event the Offer Notice.or has not transferred the Stockholder Shares within said 60-day period, he, she or it shall not thereafter Transfer any Stockholder Shares without first offering such Stockholder Shares to the Offerees in the manner provided above;

Over-Allotment. If any Investor elects not the ROFR Holders fail to exercise its Preemptive Right or fails elect to exercise its Preemptive Right in full or fails to respond to purchase all the Company in writing within the PR PeriodTransfer Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Transfer Shares (the “Over-Allotment Issuance Transfer Shares”) shall be made available to each Investor ROFR Holder who has fully exercised elected to purchase all of its Preemptive Right (initial pro rata share of the “Fully Exercising Investor”) Transfer Shares for over-allotment. After the PR Period, the Company The Transferor shall deliver an over-allotment notice to the Company and each Fully Exercising Investor such ROFR Holder to inform them of the aggregate number of Over-Allotment Issuance Transfer Shares that are available for over-allotment. Each Fully Exercising Investor of such ROFR Holders shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Transfer Shares at the same price and on subject to the same material terms and conditions as indicated on described in the Offer Notice, Transfer Notice by notifying the Transferor and the Company in writing of the number of Over-Allotment Issuance Transfer Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Transfer Shares elected to be purchased by all Fully Exercising Investors such ROFR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Transfer Shares that are available for over-allotment, then the number of the Over-Allotment Issuance Transfer Shares shall be allocated among the Fully Exercising Investors to such ROFR Holders by allocating to each Fully Exercising Investor such ROFR Holders the lesser of (A) the difference between the number of Over-Allotment Issuance Transfer Shares it elects to purchase in its response and the aggregate number of Over-Allotment Transfer Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesTransfer Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Transfer Shares are allocated. Such Fully Exercising InvestorEach such ROFR Holder who has been allocated all the Over-Allotment Transfer Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Transfer Shares that a ROFR Holders will receive in each allocation step, such ROFR Holder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to (x) the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor ROFR Holder (excluding the Class A Ordinary Shares held by any ROFR Holder that is a Founder Holdco) on the date of the Offer Transfer Notice and the denominator of which shall be in relation to (y) the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors ROFR Holders who participate in such allocation step on such date (excluding the date of the Offer NoticeClass A Ordinary Shares held by any ROFR Holder that is a Founder Holdco).

Over-Allotment. If the any Investor elects not to exercise its Preemptive Right or PR Holder fails to exercise elect to purchase all of its Preemptive Right in full or fails to respond to initial pro rata share of the Company in writing within the PR PeriodIssuance Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Issuance Shares (the “Over-Allotment Issuance Shares”) shall be made available to each Investor PR Holder who has fully exercised elected to purchase all of its Preemptive Right initial pro rata share of the Issuance Shares for over-allotment (the “Fully Exercising InvestorPurchasing PR Holder”) for over-allotment). After the PR Period, the The Company shall deliver an over-allotment notice to each Fully Exercising Investor Purchasing PR Holder to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor Purchasing PR Holder shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at on the same price and on the same terms and conditions as indicated on the Offer Notice, Issuance Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors Purchasing PR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors Purchasing PR Holders by allocating to each Fully Exercising Investor Purchasing PR Holder the lesser of (A) the difference between the number of Over-Allotment Issuance Shares it elects to purchase in its response and the aggregate number of Over-Allotment Issuance Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesShares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated among the Purchasing PR Holders. Such Fully Exercising InvestorEach Purchasing PR Holder who has been allocated all the Over-Allotment Issuance Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Issuance Shares that a Purchasing PR Holder will receive in each allocation step, such Purchasing PR Holder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor Purchasing PR Holder (excluding the Class A Ordinary Shares held by any PR Holder that is a Founder Holdco) on the date of the Offer Issuance Notice and the denominator of which shall be in relation to the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors Purchasing PR Holders who participate in such allocation step on such date (excluding the date of the Offer NoticeClass A Ordinary Shares held by any PR Holder that is a Founder Holdco).

Over-Allotment. If any Investor elects not the ROFR Holders fail to exercise its Preemptive Right or fails elect to exercise its Preemptive Right in full or fails to respond to purchase all the Company in writing within the PR PeriodTransfer Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Transfer Shares (the “Over-Allotment Issuance Transfer Shares”) shall be made available to each Investor Series C Preferred Shareholder who has fully exercised elected to purchase all of its Preemptive Right initial pro rata share of the Transfer Shares (the “Fully Exercising Investor”"Purchasing ROFR Holder") for over-allotment. After Upon the PR earlier of (i) the expiration of the ROFR Holder Exercise Period, or (ii) the Company time when the Transferor has received the written notice of each ROFR Holder in respect of its exercise of the Right of First Refusal, the Transferor shall deliver an over-allotment notice to the Company and each Fully Exercising Investor Purchasing ROFR Holder to inform them of the aggregate number of Over-Allotment Issuance Transfer Shares that are available for over-allotment. Each Fully Exercising Investor of Purchasing ROFR Holders shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Transfer Shares at the same price and on subject to the same material terms and conditions as indicated on described in the Offer Notice, Transfer Notice by notifying the Transferor and the Company in writing of the number of Over-Allotment Issuance Transfer Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Transfer Shares elected to be purchased by all Fully Exercising Investors Purchasing ROFR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Transfer Shares that are available for over-allotment, then the number of the Over-Allotment Issuance Transfer Shares shall be allocated among the Fully Exercising Investors to Purchasing ROFR Holders by allocating to each Fully Exercising Investor Purchasing ROFR Holders the lesser of (A) the difference between the number of Over-Allotment Issuance Transfer Shares it elects to purchase in its response and the aggregate number of Over-Allotment Transfer Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesTransfer Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Transfer Shares are allocated. Such Fully Exercising InvestorEach Purchasing ROFR Holder who has been allocated all the Over-Allotment Transfer Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Transfer Shares that a Purchasing ROFR Holders will receive in each allocation step, such Purchasing ROFR Holder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to (x) the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor Purchasing ROFR Holder on the date of the Offer Transfer Notice and the denominator of which shall be in relation to (y) the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors Purchasing ROFR Holders who participate in such allocation step on the date of the Offer Noticesuch date.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or PR Holder fails to exercise elect to purchase all of its Preemptive Right in full or fails to respond to initial pro rata share of the Company in writing within the PR PeriodIssuance Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Issuance Shares (the “"Over-Allotment Issuance Shares”") shall be made available to each Investor Series C Preferred Shareholder who has fully exercised elected to purchase all of its Preemptive Right (initial pro rata share of the “Fully Exercising Investor”) Issuance Shares for over-allotmentallotment (the "Purchasing PR Holder"). After the PR Period, the The Company shall deliver an over-allotment notice to each Fully Exercising Investor Purchasing PR Holder to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor Purchasing PR Holder shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at on the same price and on the same terms and conditions as indicated on the Offer Notice, Issuance Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors Purchasing PR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors Purchasing PR Holders by allocating to each Fully Exercising Investor Purchasing PR Holder the lesser of (A) the difference between the number of Over-Allotment Issuance Shares it elects to purchase in its response and the aggregate number of Over-Allotment Issuance Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesShares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated among the Purchasing PR Holders. Such Fully Exercising Investor’s “over-allotment pro rata share of Each Purchasing PR Holder who has been allocated all the Over-Allotment Issuance Shares” Shares that it has elected to purchase shall be a product obtained by multiplying cease to participate in any subsequent allocation step. For the number purposes of determining the allocation of Over-Allotment Issuance Shares with that a factionPurchasing PR Holder will receive in each allocation step, the numerator of which such Purchasing PR Holder's "over-allotment pro rata share" shall be determined according to the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor Purchasing PR Holder on the date of the Offer Issuance Notice and the denominator of which shall be in relation to the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors Purchasing PR Holders who participate in such allocation step on the date of the Offer Noticesuch date.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond to No later than five (5) Business Days following the expiration of the Pre-emptive Exercise Period, the Company in writing within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof shall give written notice (the “Over-Allotment Issuance Sharesallotment Notice”) shall be made available to each Investor who Stockholder specifying the number of New Securities that each Stockholder has fully exercised its Preemptive Right agreed to purchase (including, for the “Fully Exercising Investor”avoidance of doubt, where such number is zero) for over-allotment. After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of and the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Noticeremaining New Securities, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares if any, not elected to be purchased by the Stockholders pursuant to Section 3.01(c) (the “Remaining New Securities”). Each Stockholder exercising its rights to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (a “Fully Exercising Stockholder”) shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Pre-emptive Pro Rata Portions of all Fully Exercising Investors Stockholders. Each Fully Exercising Stockholder shall elect to purchase its allotment of Remaining New Securities by giving written notice to the Company specifying [***] Certain information in response this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such over-allotment notice exceeds the aggregate omitted portions. the number of Remaining New Securities it desires to purchase within five (5) Business Days of receipt of the Over-Allotment Issuance Shares that are available for over-allotment, then allotment Notice (the “Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment notice, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer NoticeExercise Period”).

Over-Allotment. If At any Investor elects not to exercise its Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond to the Company in writing within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) for over-allotment. After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment noticetime, and (B) its over-allotment pro rata share from time to time, during a period of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on 30 days from the date of the Offer Notice Prospectus, the Underwriters, by no less than two business days' prior notice to the Company may designate a closing (which may be concurrent with, and part of, the closing on the Closing Date with respect to the Initial Shares or may be a second closing held on a date subsequent to the Closing Date, either case such date shall be referred to herein as the "Option Closing Date") at which the Underwriters may purchase all or less than all of the Additional Shares in accordance with the provisions of this Section 4 at the purchase price per share to be paid for the Initial Shares. In no event shall the Option Closing Date be later than 10 business days after written notice of election to purchase Additional Shares is given. The Company agrees to sell to the several Underwriters on the Option Closing Date the number of Additional Shares specified in such notice and the denominator of which Underwriters agree, severally and not jointly, to purchase such Additional Shares on the Option Closing Date. Such Additional Shares shall be purchased for the aggregate account of each Underwriter in the same proportion as the number of Ordinary Initial Shares set forth opposite such Underwriter's name bears to the total number of Initial Shares (calculated on an assubject to adjustment by you to eliminate fractional shares) and may be purchased by the Underwriters only for the purpose of covering over-converted allotments made in connection with the sale of the Initial Shares. No Additional Shares shall be sold or delivered unless the Initial Shares previously have been, or simultaneously are, sold and fully-diluted basis) held delivered. The right to purchase the Additional Shares or any portion thereof may be surrendered and terminated at any time upon notice by all Fully Exercising Investors who participate in such allocation step you to the Company. Delivery of the certificates, and payment of the purchase price, for the Additional Shares shall be made on the date Option Closing Date at the office of Furmxx Xxxx XXX at 230 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as shall be agreed upon by the Company and the Representatives. Delivery of the Offer Noticecertificates for the Additional Shares shall be made to the Representatives for the accounts of the several Underwriters against payment of the The number of Additional Shares which the Underwriters purchase shall bear the same ratio to one another as the number of Initial Shares purchased by the Underwriters (subject to adjustment by you to eliminate fractional shares).

Over-Allotment. If any Investor elects not to exercise its No later than three Business Days following the expiration of the Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond to Exercise Period, the Company in writing within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof shall give written notice (the “Over-Allotment Issuance Sharesallotment Notice”) shall be made available to each Investor who Preemptive Stockholder that has fully exercised its rights to purchase its Preemptive Right Pro Rata Portion of the New Securities in full (the a “Fully Exercising InvestorPreemptive Stockholder”) for over-allotment. After specifying the PR Period, total number of New Securities that the Company shall deliver an over-allotment notice Preemptive Stockholders have agreed to each Fully Exercising Investor to inform them of purchase and the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Noticeremaining New Securities, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares if any, not elected to be purchased by the Preemptive Stockholders pursuant to Section 4.01(c) (the “Remaining New Securities”). Each Fully Exercising Preemptive Stockholder shall have a right of over-allotment such that if there are any Remaining New Securities, such Fully Exercising Preemptive Stockholder may purchase all or any portion of its pro rata portion of the Remaining New Securities, based on the relative Preemptive Pro Rata Portions of all Fully Exercising Investors in response Preemptive Stockholders. Each Fully Exercising Preemptive Stockholder shall elect to purchase its allotment of Remaining New Securities by giving written notice to the Company (which notice shall be deemed to be a binding and irrevocable offer by such over-allotment notice exceeds Stockholder to purchase the aggregate Remaining New Securities described therein) specifying the number of Remaining New Securities it desires to purchase within five Business Days of receipt of the Over-Allotment Issuance Shares that are available for over-allotment, then allotment Notice (the “Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment notice, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer NoticeExercise Period”).

Over-Allotment. If any Investor elects not to In the event that the underwriters in the IPO exercise its Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond their over-allotment option pursuant to the Company in writing within underwriting agreement for the PR Period, then the remaining New Securities unpurchased IPO to purchase additional ADSs that are delivered by the Investors Company to the underwriters after the Closing, on the basis of the representations, warranties and covenants contained in accordance this Private Placement Agreement, and subject to the terms and conditions contained herein, the Company agrees to issue to the Purchaser, and the Purchaser agrees to subscribe for, at the IPO Price, an additional number of ADSs such that following the closing of the exercise of the underwriters’ over-allotment option and the issuance of such additional ADSs the Purchaser will hold a number of ADSs representing 11% of the aggregate number of issued and outstanding ADSs at such time (such additional ADSs, the “Over-Allotment Shares” and, together with Sections 4.2 and 4.3 hereof the Shares, the “Securities”). The closing for the issue of the Over-Allotment Shares (the “Over-Allotment Issuance SharesClosing”) shall be made available to each Investor who has fully exercised its Preemptive Right (take place at the “Fully Exercising Investor”) time and on the date that closing for over-allotment. After the PR Period, exercise of the Company shall deliver an underwriters’ over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotmentis consummated. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion Delivery of the Over-Allotment Issuance Shares at shall be made to the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing Purchaser against payment of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of subscription price for the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response to such over-allotment notice exceeds or upon the aggregate number order of the Over-Allotment Issuance Shares that are Company by wire transfer of immediately available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors funds to accounts specified by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment notice, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer Notice.

Over-Allotment. If At any Investor elects time during a period of 30 days from the date of the Prospectus, the Underwriters, by no less than two business days' prior notice to the Company may designate a closing (which may be concurrent with, and part of, the closing on the Closing Date with respect to the Common Shares or may be a second closing held on a date subsequent to the Closing Date, either case such date shall be referred to herein as the "Option Closing Date") at which the Underwriters may purchase all or less than all of the Additional Shares in accordance with the provisions of this Section 4 ("Over-Allotment") at the purchase price per share to be paid for the Initial Shares. In no event shall the Option Closing Date be later than 10 business days after written notice of election to purchase Additional Shares is given. The Company agrees to sell to the several Underwriters on the Option Closing Date the number of Additional Shares specified in such notice and the Underwriters agree, severally and not jointly, to exercise its Preemptive Right purchase such Additional Shares on the Option Closing Date. Such Additional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Initial Shares set forth opposite such Underwriter's name bears to the total number of Initial Shares (subject to adjustment by you to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Shares. No Additional Shares shall be sold or fails delivered unless the Initial Shares previously have been, or simultaneously are, sold and delivered. The right to exercise its Preemptive Right in full purchase the Additional Shares or fails any portion thereof may be surrendered and terminated at any time upon notice by you to respond the Company. Delivery of the certificates, and payment of the purchase price, for the Additional Shares shall be made on the Option Closing Date at the offices of Xxxxx, Xxxxx & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, or such other location as shall be agreed upon by the Company and the Representatives. Delivery of the certificates for the Additional Shares shall be made to the Representatives for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company in writing within to the PR PeriodRepresentatives at least two business days prior to the Option Closing Date or by certified or official bank checks in same day funds drawn to the order of the Company. The certificates for the Additional Shares to be so delivered will be in definitive, then fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as you request, not less than two full business days prior to the remaining New Securities unpurchased by Option Closing Date. The certificates for the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall Additional Shares will be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) Representatives at such office or such other place as the Representatives may designate for over-allotment. After the PR Periodinspection, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price checking and packaging not later than 9:30 a.m., New York City time, on the same terms and conditions as indicated business day prior to the Option Closing Date. Except to the extent waived by the Underwriters, all the provisions of this Agreement applicable with respect to the transactions contemplated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response Closing Date shall apply to such over-allotment notice exceeds Option Closing Date, MUTATIS MUTANDIS, and the aggregate number of the Over-Allotment Issuance Additional Shares that are available for over-allotment, then the Over-Allotment Issuance Shares purchased at such closing hereunder shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser deemed Shares for all purposes of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment notice, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer Noticethis Agreement.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or other than Ali fails to exercise elect to purchase its Preemptive Right in full or fails Pro Rata Amount of the New Securities pursuant to respond to the Company in writing within the PR PeriodSection 4.3, then the remaining such unpurchased New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall be made available to each Investor other than Ali who has fully exercised elected to purchase all of its Preemptive Right initial Pro Rata Amount of the New Securities for over-allotment pursuant to Section 4.3 (the “Fully Exercising Investor”) for over-allotment). After the PR Period, the The Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten seven (107) days Business Days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor Investors the lesser of (A) the difference between the number of Over-Allotment Issuance Shares it elects to purchase in its response and the aggregate number of Over-Allotment Issuance Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesShares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated among the Fully Exercising Investors. Such Each Fully Exercising Investor who has been allocated all the Over-Allotment Issuance Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Issuance Shares that a Fully Exercising Investor will receive in each allocation step, such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be in relation to the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer Noticesuch date.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond to the Company in writing If, within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) for over-allotment. After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) business days after receipt -------------- of the receipt Notice, a Preferred Stock Holder does not notify the Preferred Selling Party that it desires to purchase its pro-rata share (or any part thereof) of such over-the equity securities, those Preferred Stock Holders who have elected to purchase equity securities during the ten (10) business day period (the "Over- allotment notice to irrevocably Purchasers") may elect to purchase all or a portion of those equity securities not so purchased. The Preferred Selling Party shall provide written notice to the Over-Allotment Issuance Shares at allotment Purchasers not later than thirty (30) days after receipt of the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing Notice of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number shares of equity securities of the Over-Allotment Issuance Shares elected Preferred Selling Party available for purchase pursuant to be purchased by all Fully Exercising Investors in response to such this over-allotment notice exceeds the aggregate number right. Each of these Over-allotment Purchasers shall have until forty (40) days after receipt of the Over-Allotment Issuance Shares Notice to notify the Preferred Selling Party in writing that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in at least its response to pro rata share or any part thereof of the Company’s overequity securities so offered. Each Over-allotment notice, and (B) its over-allotment Purchaser's pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share equity securities shall be a fraction calculated by dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number allotment Purchaser as of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and by (ii) the denominator of which shall be the aggregate total number of Ordinary Shares (calculated on an as-converted shares of Common Stock issued and fully-diluted basis) issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by all Fully Exercising Investors who participate in such allocation step on Over-allotment Purchasers as of the date of the Offer Notice.

Over-Allotment. If any Investor elects not the ROFR Holders fail to exercise its Preemptive Right or fails elect to exercise its Preemptive Right in full or fails to respond to purchase all the Company in writing within the PR PeriodRemaining Transfer Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Remaining Transfer Shares (the “Over-Allotment Issuance Transfer Shares”) shall be made available to each Investor ROFR Holder who has fully exercised elected to purchase all of its Preemptive Right (initial pro rata share of the “Fully Exercising Investor”) Remaining Transfer Shares for over-allotment. After Upon the PR earlier of (i) the expiration of the ROFR Holder Exercise Period, or (ii) the Company time when the Transferor has received the written notice of each ROFR Holder in respect of its exercise of the Shareholder Right of First Refusal, the Transferor shall deliver an over-allotment notice to the Company and each Fully Exercising Investor such ROFR Holder to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotmentTransfer Shares. Each Fully Exercising Investor of such ROFR Holders shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Transfer Shares at the same price and on subject to the same material terms and conditions as indicated on described in the Offer Notice, Transfer Notice by notifying the Transferor and the Company in writing of the number of Over-Allotment Issuance Transfer Shares to be purchasedpurchased by such ROFR Holder. If the aggregate number of the Over-Allotment Issuance Transfer Shares elected to be purchased by all Fully Exercising Investors such ROFR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotmentTransfer Shares, then the Over-Allotment Issuance Transfer Shares shall be allocated among the Fully Exercising Investors to such ROFR Holders by allocating to each Fully Exercising Investor such ROFR Holders the lesser of (A) the difference between the number of Over-Allotment Issuance Transfer Shares it elects to purchase in its response and the aggregate number of Over-Allotment Transfer Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesTransfer Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Transfer Shares are allocated. Such Fully Exercising InvestorEach such ROFR Holder who has been allocated all the Over-Allotment Transfer Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Transfer Shares that a ROFR Holders will receive in each allocation step, such ROFR Holder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor ROFR Holder on the date of the Offer Transfer Notice and the denominator of which shall be in relation to the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors ROFR who participate in such allocation step on the date of the Offer Noticesuch date.

Over-Allotment. If any Investor elects not the Shareholders fail to exercise its Preemptive Right or fails elect to exercise its Preemptive Right in full or fails to respond to purchase all the Company in writing within the PR PeriodIssuance Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Issuance Shares (the “Over-Allotment Issuance Shares”) shall be made available to each Investor Shareholder who has fully exercised elected to purchase all of its Preemptive Right (initial pro rata share of the “Fully Exercising Investor”) Issuance Shares for over-allotment. After the PR Period, the The Company shall deliver an over-allotment notice to each Fully Exercising Investor such Shareholder to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor of such Shareholder shall have ten five (105) days Business Days after the receipt of such over-over- allotment notice to irrevocably elect to purchase all or a portion of the Over-Over- Allotment Issuance Shares at on the same price and on the same terms and conditions as indicated on the Offer Notice, Issuance Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors such Shareholders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors to such Shareholders by allocating to each Fully Exercising Investor such Shareholder the lesser of (Ai) the difference between the number of Over- Allotment Issuance Shares it elects to purchase and the aggregate number of Over-Allotment Issuance Shares it elects that has already been allocated to purchase in its response to the Company’s over-allotment noticeit, and (Bii) its over-allotment pro rata share of the Over-Allotment Issuance SharesShares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated. Such Fully Exercising InvestorEach such Shareholder who has been allocated all the Over-Allotment Issuance Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Issuance Shares that a Shareholder will receive in each allocation step, such Shareholder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to (x) the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor Shareholder on the date of the Offer Issuance Notice and the denominator of which shall be in relation to (y) the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors Shareholders who participate in such allocation step on the date of the Offer Noticesuch date.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or Preferred ROFR Holder fails to exercise elect to purchase all of its Preemptive Right in full or fails to respond to initial pro rata share of the Company in writing within the PR PeriodTransfer Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Transfer Shares (the “Over-Allotment Issuance Transfer Shares”) shall be made available to each Investor Preferred ROFR Holder who has fully exercised elected to purchase all of its Preemptive Right initial pro rata share of the Transfer Shares for over-allotment (the “Fully Exercising InvestorPurchasing ROFR Holder”). Upon the earlier of (i) for overthe expiration of the 15-allotment. After day exercise period as provided under Section 2.2(b) above, or (ii) the PR Periodtime when the Transferor has received the written notice of each Preferred ROFR Holder in respect of its exercise of the Preferred Right of First Refusal, the Company Transferor shall deliver an over-allotment notice to the Company and each Fully Exercising Investor Purchasing ROFR Holder to inform them of the aggregate number of Over-Allotment Issuance Transfer Shares that are available for over-allotment. Each Fully Exercising Investor Purchasing ROFR Holder shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Transfer Shares at the same price and on subject to the same material terms and conditions as indicated on described in the Offer Notice, Transfer Notice by notifying the Transferor and the Company in writing of the number of Over-Allotment Issuance Transfer Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Transfer Shares elected to be purchased by all Fully Exercising Investors Purchasing ROFR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Transfer Shares that are available for over-allotment, then the number of the Over-Allotment Issuance Transfer Shares shall be allocated among the Fully Exercising Investors Purchasing ROFR Holders by allocating to each Fully Exercising Investor Purchasing ROFR Holder the lesser of (A) the number of Over-Allotment Issuance Transfer Shares it elects to purchase in its response to the Company’s over-allotment noticepurchase, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesTransfer Shares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Transfer Shares are allocated among the Purchasing ROFR Holders. Such Fully Exercising InvestorEach Purchasing ROFR Holder who has been allocated all the Over-Allotment Transfer Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Transfer Shares that a Purchasing ROFR Holder will receive in each allocation step, such Purchasing ROFR Holder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to the aggregate number of Over-Allotment Issuance all Shares with a faction, held by such Purchasing ROFR Holder on the numerator date of which shall be the Transfer Notice in relation to the aggregate number of Ordinary all Shares held by all Purchasing ROFR Holders who participate in such allocation step on such date (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer Notice).

Over-Allotment. If At any Investor elects not to exercise its Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond time during a period of 30 days from the date of the Prospectus, the Underwriters, by no less than three business days' prior notice to the Company in writing within may designate a closing (which may be concurrent with, and part of, the PR Periodclosing on the Closing Date with respect to the Common Shares or may be a second closing held on a date subsequent to the Closing Date, then either case such date shall be referred to herein as the remaining New Securities unpurchased by "Option Closing Date") at which the Investors Underwriters may purchase all or less than all of the Additional Shares in accordance with Sections 4.2 and 4.3 hereof the provisions of this Section 4 (the “"Over-Allotment Issuance Allotment") at the purchase price per share to be paid for the Initial Shares”. In no event shall the Option Closing Date be later than 10 business days after written notice of election to purchase Additional Shares is given. The Company agrees to sell to the several Underwriters on the Option Closing Date the number of Additional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Additional Shares on the Option Closing Date. Such Additional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Initial Shares set forth opposite such Underwriter's name bears to the total number of Initial Shares (subject to adjustment by you to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Shares. No Additional Shares shall be sold or delivered unless the Initial Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Additional Shares or any portion thereof may be surrendered and terminated at any time upon notice by you to the Company. Delivery of the certificates, and payment of the purchase price, for the Additional Shares shall be made on the Option Closing Date at the office of Xxxxxxxx & Xxxxx, 000 X. Xxxxxxxx Drive, Chicago, Illinois 60605, or such other location as shall be agreed upon by the Company and the Representatives. Delivery of the certificates for the Additional Shares shall be made to the Representatives for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House (next day) funds drawn to the order of the Company at the office of Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The certificates for the Additional Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as you request, not less than two full business days prior to the Option Closing Date. The certificates for the Additional Shares will be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) Representatives at such office or such other place as the Representatives may designate for over-allotment. After the PR Periodinspection, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price checking and packaging not later than 9:30 a.m., New York City time, on the same terms and conditions as indicated business day prior to the Option Closing Date. Except to the extent waived by the Underwriters, all the provisions of this Agreement applicable with respect to the transactions contemplated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response Closing Date shall apply to such over-allotment notice exceeds Option Closing Date, mutatis mutandis, and the aggregate number of the Over-Allotment Issuance Additional Shares that are available for over-allotment, then the Over-Allotment Issuance Shares purchased at such closing hereunder shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser deemed Shares for all purposes of (A) the number of Over-Allotment Issuance Shares it elects to purchase in its response to the Company’s over-allotment notice, and (B) its over-allotment pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” shall be a product obtained by multiplying the number of Over-Allotment Issuance Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer Noticethis Agreement.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or fails to exercise its Preemptive Right in full or fails to respond to the Company in writing within the PR PeriodHolders fail to elect to purchase all the Issuance Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Issuance Shares (the “Over-Allotment Issuance Shares”) shall be made available to each Investor PR Holder who has fully exercised elected to purchase all of its Preemptive Right (initial pro rata share of the “Fully Exercising Investor”) Issuance Shares for over-allotment. After Upon the earlier of (i) the expiration of the PR Holder Exercise Period, or (ii) the time when the Company has received the written notice of each PR Holder in respect of its exercise of its Preemptive Right, the Company shall deliver an over-allotment notice to each Fully Exercising Investor such PR Holder to inform them of the aggregate number of Over-Allotment Issuance Shares which the PR Holders were entitled to purchase but that are available for over-allotmentwere not purchased by the PR Holders pursuant to subsection (ii) above. Each Fully Exercising Investor such PR Holder shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at on the same price and on the same terms and conditions as indicated on the Offer Notice, Issuance Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors such PR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors to such PR Holders by allocating to each Fully Exercising Investor such PR Holder the lesser of (A) the difference between the number of Over-Allotment Issuance Shares it elects to purchase in its response and the aggregate number of Over-Allotment Issuance Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesShares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated. Such Fully Exercising InvestorEach such PR Holder who has been allocated all the Over-Allotment Issuance Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Issuance Shares that a PR Holder will receive in each allocation step, such PR Holder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor PR Holder on the date of the Offer Issuance Notice and the denominator of which shall be in relation to the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors PR Holders who participate in such allocation step on the date of the Offer Noticesuch date.

Over-Allotment. If If, within 25 days after receipt of the Common -------------- Notice, a Common Holder does not notify the Company that it desires to purchase its pro-rata share (or any Investor elects part thereof) of the equity securities, those Common Holders who have elected to purchase equity securities during the 25 day period (the "First Over-allotment Purchasers") may elect to purchase those equity securities not so purchased. The Company shall provide written notice to exercise its Preemptive Right or fails the First Over-allotment Purchasers not later than 30 days after receipt of the Common Notice of the number of shares of equity securities of the Selling Party available for purchase pursuant to exercise its Preemptive Right in full or fails this over-allotment right. Each of these First Over-allotment Purchasers shall have until 40 days after receipt of the Common Notice to respond to notify the Company in writing within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) for over-allotment. After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in at least its response to pro rata share (but not less than its pro rata share) of the Company’s overequity securities so offered. Each First Over-allotment notice, and (B) its over-allotment Purchaser's pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” equity securities shall be a product obtained fraction calculated by multiplying dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the First Over-Allotment Issuance Shares with a faction, the numerator allotment Purchaser as of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Common Notice and by (ii) the denominator of which shall be the aggregate total number of Ordinary Shares (calculated on an as-converted shares of Common Stock issued and fully-diluted basis) issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by all Fully Exercising Investors who participate in such allocation step on First Over-allotment Purchasers as of the date of the Offer Common Notice.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or PR Holder fails to exercise elect to purchase all of its Preemptive Right in full or fails to respond to initial pro rata share of the Company in writing within the PR PeriodIssuance Shares, then the remaining New Securities such unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Issuance Shares (the “Over-Allotment Issuance Shares”) shall be made available to each Investor PR Holder who has fully exercised elected to purchase all of its Preemptive Right initial pro rata share of the Issuance Shares for over-allotment (the “Fully Exercising InvestorPurchasing PR Holder”) for over-allotment). After the PR Period, the The Company shall deliver an over-allotment notice to each Fully Exercising Investor Purchasing PR Holder to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor Purchasing PR Holder shall have ten five (105) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at on the same price and on the same terms and conditions as indicated on the Offer Notice, Issuance Notice by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors Purchasing PR Holders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors Purchasing PR Holders by allocating to each Fully Exercising Investor Purchasing PR Holder the lesser of (A) the difference between the number of Over-Allotment Issuance Shares it elects to purchase in its response and the aggregate number of Over-Allotment Issuance Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesShares that has not yet been allocated, which allocation step shall be repeated until all Over-Allotment Issuance Shares are allocated among the Purchasing PR Holders. Such Fully Exercising InvestorEach Purchasing PR Holder who has been allocated all the Over-Allotment Issuance Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment Issuance Shares that a Purchasing PR Holder will receive in each allocation step, such Purchasing PR Holder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to the aggregate number of Over-Allotment all Shares held by such Purchasing PR Holder on the date of the Issuance Shares with a faction, Notice in relation to the numerator of which shall be the aggregate number of Ordinary all Shares held by all Purchasing PR Holders who participate in such allocation step on such date (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors who participate in such allocation step on the date of the Offer Notice).

Over-Allotment. If If, within 55 days after receipt of the Common -------------- Notice, a Preferred Holder does not notify the Company that it desires to purchase its pro-rata share (or any Investor elects part thereof) of the equity securities, those Preferred Holders who have elected to purchase equity securities during the 55 day period (the "Second Over-allotment Purchasers") may elect to purchase those equity securities not so purchased. The Company shall provide written notice to exercise its Preemptive Right or fails the Second Over-allotment Purchasers not later than 60 days after receipt of the Common Notice of the number of shares of equity securities of the Selling Party available for purchase pursuant to exercise its Preemptive Right in full or fails this over-allotment right. Each of these Second Over-allotment Purchasers shall have until 70 days after receipt of the Common Notice to respond to notify the Company in writing within the PR Period, then the remaining New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof (the “Over-Allotment Issuance Shares”) shall be made available to each Investor who has fully exercised its Preemptive Right (the “Fully Exercising Investor”) for over-allotment. After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment. Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance Shares that are available for over-allotment, then the Over-Allotment Issuance Shares shall be allocated among the Fully Exercising Investors by allocating to each Fully Exercising Investor the lesser of (A) the number of Over-Allotment Issuance Shares it elects to purchase in at least its response to pro rata share (but not less than its pro rata share) of the Company’s overequity securities so offered. Each Second Over-allotment notice, and (B) its over-allotment Purchaser's pro rata share of the Over-Allotment Issuance Shares. Such Fully Exercising Investor’s “over-allotment pro rata share of the Over-Allotment Issuance Shares” equity securities shall be a product obtained fraction calculated by multiplying dividing (i) the number of shares of Common Stock issued and issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by the Second Over-Allotment Issuance Shares with a faction, the numerator allotment Purchaser as of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor on the date of the Offer Common Notice and by (ii) the denominator of which shall be the aggregate total number of Ordinary Shares (calculated on an as-converted shares of Common Stock issued and fully-diluted basis) issuable upon exercise, conversion or exchange of all outstanding equity securities of the Company held by all Fully Exercising Investors who participate in such allocation step on Second Over-allotment Purchasers as of the date of the Offer Common Notice.

Over-Allotment. If any Investor elects not to exercise its Preemptive Right or Shareholder fails to exercise so notify in written within such thirty (30) day period to purchase its Preemptive Right in full or fails to respond to the Company in writing within the PR Periodpro rata share of such New Shares, then the remaining such unpurchased New Securities unpurchased by the Investors in accordance with Sections 4.2 and 4.3 hereof Shares (the “Over-Allotment Issuance New Shares”) shall be made available to each Investor Shareholder who has fully exercised elected to purchase all of its Preemptive Right pro rata share of the New Shares (the “Fully Exercising InvestorPurchasing Shareholder”) for over-allotment. After the PR Period, the The Company shall deliver an over-allotment notice to each Fully Exercising Investor Purchasing Shareholder to inform them of the aggregate number of the Over-Allotment Issuance New Shares that are available for over-allotment. Each Fully Exercising Investor Purchasing Shareholder shall have ten fifteen (1015) days after the receipt of such over-allotment notice to irrevocably elect agree to purchase up to all or a portion of the Over-Allotment Issuance New Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying giving an Exercising Notice to the Company in writing of and stating therein the number quantity of Over-Allotment Issuance New Shares to be purchased. If the aggregate number of the Over-Allotment Issuance Shares elected to be purchased by all Fully Exercising Investors Purchasing Shareholders in response to such over-allotment notice exceeds the aggregate number of the Over-Allotment Issuance New Shares that are available for over-allotment, then the Over-Allotment Issuance New Shares shall be allocated among the Fully Exercising Investors Purchasing Shareholders by allocating to each Fully Exercising Investor Purchasing Shareholder the lesser of (A) the difference between the number of Over-Allotment Issuance New Shares it elects to purchase in its response and the aggregate number of Over-Allotment New Shares that has already been allocated to the Company’s over-allotment noticeit, and (B) its over-allotment pro rata share of the Over-Allotment Issuance SharesNew Shares that have not yet been allocated, which allocation step shall be repeated until all Over-Allotment New Shares are allocated among the Purchasing Shareholders. Such Fully Exercising InvestorEach Purchasing Shareholder who has been allocated all the Over-Allotment New Shares that it has elected to purchase shall cease to participate in any subsequent allocation step. For the purposes of determining the allocation of Over-Allotment New Shares that a Purchasing Shareholder will receive in each allocation step, such Purchasing Shareholder’s “over-allotment pro rata share of the Over-Allotment Issuance Sharesshare” shall be a product obtained by multiplying determined according to the aggregate number of Over-Allotment Issuance all Shares with a faction, the numerator of which shall be the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Fully Exercising Investor Purchasing Shareholder on the date of the Offer Issuance Notice and the denominator of which shall be in relation to the aggregate number of Ordinary all Shares (calculated on an as-converted and fully-diluted basis) held by all Fully Exercising Investors Purchasing Shareholders who participate in such allocation step on the date of the Offer Noticesuch date.