Common use of Right of First Offer Process Clause in Contracts

Right of First Offer Process. 15.5.1 Subject to clause 15.4, if the B Shareholder wishes to transfer its Shares (the “Sale Shares”) it shall serve a written notice (a “ROFO Notice”) on the A Shareholder. 15.5.2 Within [ * * * ] Business Days of the date of the ROFO Notice (the “Offer Period”), the A Shareholder may by notice in writing to the B Shareholder (an “Offer”) make a bona fide offer to acquire all of the Sale Shares. The Offer must set out the price per Sale Share (the “Offer Price”) and any other terms on which the A Shareholder offers to acquire the Sale Shares. Once made, an Offer shall be irrevocable and binding and shall be accepted or rejected by the B Shareholder in accordance with clause 15.5.3. 15.5.3 Within [ * * * ] Business Days of the date of the Offer (the “Acceptance Period”), the B Shareholder must inform the A Shareholder in writing (a “Response Notice”) whether it accepts or rejects the Offer. Failure to deliver a Response Notice within the Acceptance Period will be deemed a rejection of the Offer. 15.5.4 If the Response Notice constitutes an acceptance of the Offer, it shall also state the date, place and time on which the sale and purchase of the Sale Shares shall be completed, which shall not be earlier than [ * * * ] Business Days after the date of the Response Notice. The sale and purchase of the Sale Shares shall take place in accordance with clause 17. 15.5.5 If no Offer is made, or a Response Notice is given (or deemed to be given) which constitutes a rejection of an Offer, the B Shareholder shall not be entitled to transfer its Shares but shall be entitled: (a) to serve an IPO Notice under clause 15.6 within [ * * * ] Business Days of the expiry of the Offer Period (if no Offer is made) or the date on which a Response Notice of an Offer is given (or deemed to be given) which constitutes a rejection; or (b) invoke a further ROFO Process, provided that only one ROFO Notice may be served per Quarter. 15.5.6 The A Shareholder may, by written notice to the B Shareholder, assign any rights it has under this clause 15.5 to the Company and in this event the Company agrees to be bound by the provisions of this clause 15 as if it were the A Shareholder. For the avoidance of doubt, any acquisition of Shares by the Company in accordance with this clause 15.5 will not require approval as a Reserved Matter.

Right of First Offer Process. 15.5.1 Subject to clause 15.4, if the B Shareholder wishes to transfer its Shares (the “Sale Shares”) it shall serve a written notice (a “ROFO Notice”) on the A Shareholder. 15.5.2 Within [ * * * ] Business Days of the date of the ROFO Notice (the “Offer Period”), the A Shareholder may by notice in writing to the B Shareholder (an “Offer”) make a bona fide offer to acquire all of the Sale Shares. The Offer must set out the price per Sale Share (the “Offer Price”) and any other terms on which the A Shareholder offers to acquire the Sale Shares. Once made, an Offer shall be irrevocable and binding and shall be accepted or rejected by the B Shareholder in accordance with clause 15.5.3. 15.5.3 Within [ * * * ] Business Days of the date of the Offer (the “Acceptance Period”), the B Shareholder must inform the A Shareholder in writing (a “Response Notice”) whether it accepts or rejects the Offer. Failure to deliver a Response Notice within the Acceptance Period will be deemed a rejection of the Offer. 15.5.4 If the Response Notice constitutes an acceptance of the Offer, it shall also state the date, place and time on which the sale and purchase of the Sale Shares shall be completed, which shall not be earlier than [ * * * ] Business Days after the date of the Response Notice. The sale and purchase of the Sale Shares shall take place in accordance with clause 17. 15.5.5 If no Offer is made, or a Response Notice is given (or deemed to be given) which constitutes a rejection of an Offer, the B Shareholder shall not be entitled to transfer its Shares but shall be entitled: (a) to serve an IPO Notice under clause 15.6 within [ * * * ] Business Days of the expiry of the Offer Period (if no Offer is made) or the date on which a Response Notice of an Offer is given (or deemed to be given) which constitutes a rejection; or (b) invoke a further ROFO Process, provided that only one ROFO Notice may be served per Quarter.. Table of Contents 15.5.6 The A Shareholder may, by written notice to the B Shareholder, assign any rights it has under this clause 15.5 to the Company and in this event the Company agrees to be bound by the provisions of this clause 15 as if it were the A Shareholder. For the avoidance of doubt, any acquisition of Shares by the Company in accordance with this clause 15.5 will not require approval as a Reserved Matter.

Right of First Offer Process. 15.5.1 Subject to clause 15.4, if the B Shareholder wishes to transfer its Shares (the “Sale Shares”) it shall serve a written notice (a “ROFO Notice”) on the A Shareholder. 15.5.2 Within [ * * * ] Business Days of the date of the ROFO Notice (the “Offer Period”), the A Shareholder may by notice in writing to the B Shareholder (an “Offer”) make a bona fide offer to acquire all of the Sale Shares. The Offer must set out the price per Sale Share (the “Offer Price”) and any other terms on which the A Shareholder offers to acquire the Sale Shares. Once made, an Offer shall be irrevocable and binding and shall be accepted or rejected by the B Shareholder in accordance with clause 15.5.3. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 15.5.3 Within [ * * * ] Business Days of the date of the Offer (the “Acceptance Period”), the B Shareholder must inform the A Shareholder in writing (a “Response Notice”) whether it accepts or rejects the Offer. Failure to deliver a Response Notice within the Acceptance Period will be deemed a rejection of the Offer. 15.5.4 If the Response Notice constitutes an acceptance of the Offer, it shall also state the date, place and time on which the sale and purchase of the Sale Shares shall be completed, which shall not be earlier than [ * * * ] Business Days after the date of the Response Notice. The sale and purchase of the Sale Shares shall take place in accordance with clause 17. 15.5.5 If no Offer is made, or a Response Notice is given (or deemed to be given) which constitutes a rejection of an Offer, the B Shareholder shall not be entitled to transfer its Shares but shall be entitled: (a) to serve an IPO Notice under clause 15.6 within [ * * * ] Business Days of the expiry of the Offer Period (if no Offer is made) or the date on which a Response Notice of an Offer is given (or deemed to be given) which constitutes a rejection; or (b) invoke a further ROFO Process, provided that only one ROFO Notice may be served per Quarter. 15.5.6 The A Shareholder may, by written notice to the B Shareholder, assign any rights it has under this clause 15.5 to the Company and in this event the Company agrees to be bound by the provisions of this clause 15 as if it were the A Shareholder. For the avoidance of doubt, any acquisition of Shares by the Company in accordance with this clause 15.5 will not require approval as a Reserved Matter.