Common use of Rightholder Option; Exercise Clause in Contracts

Rightholder Option; Exercise. (i) For a period of 15 Business Days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received the Offering Notice (the "RIGHTHOLDER OPTION PERIOD"), each of the Stockholders (other than the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS") shall have the right to elect to purchase Offered Securities either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of Directors. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1) the total number of Shares then owned by such Rightholder by (2) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered the opportunity to purchase up to all of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for all of the Offered Securities pursuant to this Section 3.1(c), then the Selling Stockholder may, subject to Section 3.2, sell all of the Offered Securities to the Offeror in accordance with Section 3.1(e). (ii) The right of each Rightholder to purchase the Offered Securities under Section 3.1(c)(i) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parent. Each such notice shall state (A) the number of Shares held by such Rightholder and (B) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i); provided that each Rightholder may waive its rights under this Section 3.1(c)(ii) prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parent.

Rightholder Option; Exercise. (i) For a period of 15 Business Days twenty (20) days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received delivery of the Offering Notice pursuant to Section 9.01(a) (the "RIGHTHOLDER OPTION PERIOD"), each of the Stockholders (other than the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS") shall have the right to elect to purchase Offered Securities either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of Directors. Each such “Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1) the total number of Shares then owned by such Rightholder by (2) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered the opportunity to purchase up to all of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(cOption Period”), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder Rightholders shall have the right to purchase at least that percentage all, but not less than all, of the Excess Offered Securities determined (the “ROFO”). Any Rightholder who wishes to exercise its ROFO (a “ROFO Participating Rightholder”) shall deliver a written notice (the “ROFO Participation Notice”) to the JV and the Selling Shareholder within the Rightholder Option Period, stating (i) its intention to purchase all (but not less than all) of the Offered Securities, (ii) the per Share cash price for the Offered Securities (the “Offer Price”) at which such ROFO Participating Rightholder offers to buy the Offered Securities, and (iii) other material terms and conditions of the offer by dividing such ROFO Participating Rightholder, and in particular (x) the total number of Shares then owned by such fully participating Rightholder by any conditions to closing and (y) the total number timing for any closing of Shares then owned by all fully participating Rightholders who elected to such purchase Excess of Offered Securities. The procedure described in the preceding sentence ROFO Participation Notice shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder irrevocable and shall have declined or waived constitute a binding agreement by the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for all of the Offered Securities pursuant to this Section 3.1(c), then the Selling Stockholder may, subject to Section 3.2, sell all of the Offered Securities to the Offeror in accordance with Section 3.1(e). (ii) The right of each relevant ROFO Participating Rightholder to purchase the Offered Securities under Section 3.1(c)(i) shall be exercisable by delivering written notice of at the exercise thereof, prior to Offer Price and on terms as set out in the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parent. Each such notice shall state (A) the number of Shares held by such Rightholder and (B) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above)ROFO Participation Notice. The failure of a Rightholder to respond give a ROFO Participation Notice within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver by such Rightholder of such Rightholder's rights under Section 3.1(c)(i)its ROFO; provided provided, that each a Rightholder may waive its rights under this Section 3.1(c)(ii) ROFO prior to the expiration of the Rightholder Option Period by giving a written notice to the Selling StockholderShareholder, with a copy to Parentthe JV. (ii) The Selling Shareholder may negotiate with the ROFO Participating Rightholder with respect to the Offer Price and other terms and conditions set forth in the ROFO Participation Notice (the “ROFO Negotiation”), and may elect, at its direction, to proceed with the Transfer (the “ROFO Sale”) to the ROFO Participating Rightholder (the “ROFO Purchaser”) at the Offer Price and on terms as set out in the ROFO Participation Notice delivered by such ROFO Purchaser as may be revised during the ROFO Negotiation (the “ROFO Sale Terms”). The Selling Shareholder shall deliver a written notice of its election with respect to such ROFO Sale to the JV and the Rightholders within ten (10) Business Days of the expiration of the Rightholder Option Period (the “ROFO Acceptance Period”). (iii) Any Rightholder may assign all or any portion of its rights under this Section 9.01(b) to any of its Affiliates. If the Rightholders do not elect to purchase all of the Offered Securities prior to the expiration of the Rightholder Option Period pursuant to Section 9.01(b), then the Selling Shareholder will not be required to sell the Offered Securities to any Rightholder and may, subject to Section 9.02 (Tag-Along Rights) (if applicable), sell all of the Offered Securities to any Third Party purchaser that is not a Shareholder or a Permitted Transferee of a Shareholder (a “Third Party Purchaser”) in accordance with Section 9.01(d).

Rightholder Option; Exercise. (i) For a period of 15 Business Days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) Company shall have received the Offering Notice (the "FIRST RIGHTHOLDER OPTION PERIOD"), each of the Stockholders (other than the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS") Company shall have the right to elect to purchase the Offered Securities either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the RightholdersCompany, at the equivalent cash price, determined in good faith by Parentthe Company's Board of Directors. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1) the total number of Shares then owned by such Rightholder by (2) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered the opportunity to purchase up to all of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do Company does not subscribe for all of the Offered Securities pursuant to this Section 3.1(c3(c) or if it fails to exercise such right during the First Rightholder Option Period, then AI LLC shall have the right to purchase the Offered Securities on the terms and conditions set forth above for a period commencing on the date of the expiration of the First Rightholder Option Period and ending 15 Business Days thereafter (the "SECOND RIGHTHOLDER OPTION PERIOD" and, together with the First Rightholder Option Period, the "RIGHTHOLDER OPTION PERIODS"). If AI LLC does not subscribe for all of the Offered Securities pursuant to this Section 3(c), then the Selling Employee Stockholder may, subject to Section 3.24, sell all of the Offered Securities to the Offeror in accordance with Section 3.1(e3(e). (ii) The right of each Rightholder the Company or AI LLC, as the case may be, to purchase the Offered Securities under Section 3.1(c)(i3(c)(i) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the applicable Rightholder Option Period, to the Selling Stockholder with a copy to Parent. Each such notice shall state (A) the number of Shares held by such Rightholder and (B) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above)Employee Stockholder. The failure of a Rightholder the Company or AI LLC to respond within the applicable Rightholder Option Period to the Selling Employee Stockholder shall be deemed to be a waiver of such Rightholderthe Company's or AI LLC's rights under Section 3.1(c)(i3(c)(i); provided that the Company and AI LLC may each Rightholder may waive its rights under this Section 3.1(c)(ii3(c)(ii) prior to the expiration of the applicable Rightholder Option Period by giving written notice to the Selling Employee Stockholder, with a copy to Parent.

Rightholder Option; Exercise. (i) For a period of 15 five (5) Business Days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received receipt of the Offering Notice from the Selling Shareholder (the "RIGHTHOLDER OPTION PERIOD"), each of the Stockholders SAIF Shareholders and VentureTech Shareholders (other than the who, in each case, is not a Selling Stockholder and its AffiliatesShareholder) (for the purpose of Section 3.1, each, a "RIGHTHOLDER" and, and collectively, the "RIGHTHOLDERS") shall have the right to elect to purchase all, but not less than all, of the Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for purchase the number or amount of Offered Securities it or he is entitled to purchase, then each other participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for purchased (for the purposes of this Section 3.1(c3.1(b), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this this Section 3.1(c3.1 (b), then the Selling Stockholder Shareholder may, subject to Section 3.23.1(e), sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e3.1(d). Any of the Shareholders may assign to any of its Affiliates all or any portion of its rights as a Rightholder pursuant to this Section 3(b). (ii) The right of each Rightholder to purchase all of the Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to ParentShareholder. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above3.1(b). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder Shareholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i); provided subsection (i) above, PROVIDED that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (i) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to ParentShareholder.

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities, then for a period of 15 Business Days thirty (30) days after the earlier to occur of (a) the expiration of the Company Option Period and (b) the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) Shareholder shall have received written notice from the Offering Notice Company of its exercise of the Company Option pursuant to Section 3.1(b) or its waiver thereof (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Stockholders Holders (other than for the Selling Stockholder and its Affiliates) (purpose of Section 3.1, each, a "RIGHTHOLDER" and, “Rightholder” and collectively, the "RIGHTHOLDERS"“Rightholders”) shall have the right to elect to purchase all, but not less than all, of the remaining Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the remaining Offered Securities determined by dividing (1i) the total number of Shares (on an as-converted basis) then owned by such Rightholder by (2ii) the total number of Shares (on an as-converted basis) then owned by all such the Rightholders. If any Rightholder does not fully subscribe for purchase the number or amount of the remaining Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for purchased (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the “Excess Offered Securities Securities”) determined by dividing (x) the total number of Shares (on an as-converted basis) then owned by such fully participating Rightholder by (y) the total number of Shares (on an as-converted basis) then owned by all fully participating Rightholders who elected to purchase Excess the remaining Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder Shareholders may, subject to Section 3.23.1(f), sell all of the unpurchased Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e). Any of the Rightholder may assign to any of its Affiliates (other than a Competitor) all or any portion of its rights as a Rightholder pursuant to this Section 3(c). (ii) The right of each Rightholder to purchase all of the remaining Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder Shareholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number and class of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder Shareholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); subsection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (ii) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling StockholderShareholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities, then for a period of 15 Business Days thirty (30) days after the earlier to occur of (a) the expiration of the Company Option Period and (b) the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) Shareholder shall have received written notice from the Offering Notice Company of its exercise of the Company Option pursuant to Section 3.1(b) or its waiver thereof (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Stockholders General Atlantic Shareholders, the Additional Purchaser Shareholders and the Major Shareholders (other than the who, in each case, is not a Selling Stockholder and its AffiliatesShareholder) (for the purpose of Section 3.1, each, a "RIGHTHOLDER" and, “Rightholder” and collectively, the "RIGHTHOLDERS"“Rightholders”) shall have the right to elect to purchase all, but not less than all, of the remaining Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the “Excess Offered Securities Securities”) determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder Shareholder may, subject to Section 3.23.1(f), sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e). Any of the General Atlantic Shareholders may assign to any of its Affiliates all or any portion of its rights as a Rightholder pursuant to this Section 3(c). (ii) The right of each Rightholder to purchase all of the remaining Offered Securities under Section 3.1(c)(isubSection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder Shareholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder Shareholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); subSection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubSection (ii) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling StockholderShareholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For a period of 15 Business Days thirty (30) days after the date upon which the Other Stockholders (other than the Selling Stockholder and its Affiliates) shall have received written notice from the Offering Notice Company as described on Section 3.l(b) (the "RIGHTHOLDER OPTION PERIODRightholder Option Period"), and subject to any Company right to purchase the Offered Securities, each of the Other Stockholders (other than for the Selling Stockholder and its Affiliates) (purpose of Section 3.1, each, a "RIGHTHOLDERRightholder" and, and collectively, the "RIGHTHOLDERSRightholders") shall have the right to elect to purchase their allocable portion of the Offered Securities either (Aas determined by this Section 3.1(c)) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other participating Rightholder shall be offered the opportunity to purchase up to all of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(c3.l(c), then the Selling Stockholder may, subject to Section 3.23.l(f), sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e). (ii) The right of each Rightholder to purchase all, or any portion, of the Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i)subsection (i) above; provided provided, however, that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (i) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities, then for a period of 15 Business Days thirty (30) days after the earlier to occur of (a) the expiration of the Company Option Period and (b) the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received written notice from the Offering Notice Company of its exercise of the Company Option pursuant to Section 3.1(b) or its waiver thereof (the "RIGHTHOLDER OPTION PERIODRightholder Option Period"), each of the Eligible Investors and those of the Major Stockholders (other than the who is not a Selling Stockholder and its Affiliates) (for the purpose of Section 3.1, (each, a "RIGHTHOLDERRightholder" and, and collectively, the "RIGHTHOLDERSRightholders") shall have the right to elect to purchase all, but not less than all, of the remaining Offered Securities either (A) at a per share purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or Offering Notice, except that each Rightholder may, at its option, substitute cash consideration for non-cash consideration (B) if the Offer includes any consideration other than cash, then at notes) based upon the sole option value of the Rightholders, at the equivalent such non-cash price, consideration (as determined in good faith by Parent's a majority of the entire Board of Directors, which determination must include the Series E Preferred Directors). Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIESExcess Offered Securities") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder may, subject to Section 3.23.1(f), sell all of the Offered Securities to the Offeror a Third-Party Purchaser in accordance with Section 3.1(e). (ii) The right of each Rightholder to purchase all of the remaining Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i); subsection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (ii) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For a period of 15 five (5) Business Days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received receipt of the Offering Notice from the Selling Shareholder (the "RIGHTHOLDER OPTION PERIODRightholder Option Period"), each of the Stockholders SAIF Shareholders and VentureTech Shareholders (other than the who, in each case, is not a Selling Stockholder and its AffiliatesShareholder) (for the purpose of Section 3.1, each, a "RIGHTHOLDERRightholder" and, and collectively, the "RIGHTHOLDERSRightholders") shall have the right to elect to purchase all, but not less than all, of the Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for purchase the number or amount of Offered Securities it or he is entitled to purchase, then each other participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for purchased (for the purposes of this Section 3.1(c3.1(b), the "EXCESS OFFERED SECURITIESExcess Offered Securities") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(c)Confidential Final Draft - October 7, then the Selling Stockholder may, subject to Section 3.2, sell all of the Offered Securities to the Offeror in accordance with Section 3.1(e). (ii) The right of each Rightholder to purchase the Offered Securities under Section 3.1(c)(i) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parent. Each such notice shall state (A) the number of Shares held by such Rightholder and (B) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i); provided that each Rightholder may waive its rights under this Section 3.1(c)(ii) prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parent.2002

Rightholder Option; Exercise. (i) For a period of 15 Business Days fifteen (15) days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received giving of the Offering Notice pursuant to Section 3.1(a) (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Stockholders (other than the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS") Rightholders shall have the right to elect (the “Rightholder Option”) to purchase all, but not less than all, of the Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the each class of Offered Securities determined by dividing (1i) the total number of Shares of the class of Offered Securities then owned by such Rightholder by (2ii) the total number of Shares of the class of Offered Securities then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered the opportunity to purchase up to all of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for all of the Offered Securities pursuant to this Section 3.1(c), then the Selling Stockholder may, subject to Section 3.2, sell all of the Offered Securities to the Offeror in accordance with Section 3.1(e). (ii) The right of each Rightholder to purchase all of the Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parentthe Company (each Rightholder exercising such right in full being referred to as a “Fully Participating Rightholder”). Each such notice shall state (Aa) the number of Shares of the class of Offered Securities held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above3.1(b). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); subsection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (i) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parentthe Company. (iii) If any Rightholder does not fully subscribe for the number of Offered Securities it, she or he is entitled to purchase, then promptly after (and in no event more than two (2) days after) the earlier to occur of (A) the expiration of the Rightholder Option Period and (B) the date upon which the Company shall have received written notice from all of the Rightholders of their exercise of the Rightholder Option pursuant to this Section 3.1(b) or their waiver thereof, the Company shall notify each Fully Participating Rightholder of such fact and each Fully Participating Rightholder shall have the right, exercisable by delivering to the Selling Stockholders (with a copy to the Company) written notice of the exercise thereof within one (1) Business Day after receipt of the Company’s notice, to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b), the “Excess Offered Securities”) determined by dividing (x) the total number of Shares of the class of Offered Securities then owned by such Fully Participating Rightholder by (y) the total number of Shares of the class of Offered Securities then owned by all Fully Participating Rightholders who elected to purchase such class of Offered Securities. The procedure described in the preceding sentence shall be repeated until there are no remaining Excess Offered Securities; provided, that in no event shall the repetition of such procedure delay the closing date to a date later than the date determined pursuant to Section 3.1(d).

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities, then for a period of 15 Business Days thirty (30) days after the earlier to occur of (a) the expiration of the Company Option Period and (b) the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received written notice from the Offering Notice Company of its exercise of the Company Option pursuant to Section 3.1(b) or its waiver thereof (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Stockholders (other than the Eligible Investors who is not a Selling Stockholder and its Affiliates) (for the purpose of Section 3.1, (each, a "RIGHTHOLDER" and, “Rightholder” and collectively, the "RIGHTHOLDERS"“Rightholders”) shall have the right to elect to purchase all, but not less than all, of the remaining Offered Securities either (A) at a per share purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or Offering Notice, except that each Rightholder may, at its option, substitute cash consideration for non-cash consideration (B) if the Offer includes any consideration other than cash, then at notes) based upon the sole option value of the Rightholders, at the equivalent such non-cash price, consideration (as determined in good faith by Parent's a majority of the entire Board of Directors, which determination must include the Series A Preferred Director). Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the “Excess Offered Securities Securities”) determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder may, subject to Section 3.23.1(f), sell all of the Offered Securities to the Offeror a Third-Party Purchaser in accordance with Section 3.1(e). (ii) The right of each Rightholder to purchase all of the remaining Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); subsection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (ii) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For a period of 15 Business Days thirty (30) days after the date upon which the Other Stockholders (other than the Selling Stockholder and its Affiliates) shall have received written notice from the Offering Notice Company as described on Section 3.l(b) (the "RIGHTHOLDER OPTION PERIODRightholder Option Period"), and subject to any Company right to purchase the Offered Securities, each of the Other Stockholders (other than for the Selling Stockholder and its Affiliates) (purpose of Section 3.1, each, a "RIGHTHOLDERRightholder" and, and collectively, the "RIGHTHOLDERSRightholders") shall have the right to elect to purchase their allocable portion of the Offered Securities either (Aas determined by this Section 3.1(c)) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other participating Rightholder shall be offered the opportunity to purchase up to all of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(c3.l(c), then the Selling Stockholder may, subject to Section 3.23.l(f), sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e). (iii) The right of each Rightholder to purchase all, or any portion, of the Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i)subsection (i) above; provided PROVIDED, HOWEVER, that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (i) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For a period of 15 Business Days fifteen (15) days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received giving of the Offering Notice pursuant to Section 3.1(a) (the "RIGHTHOLDER OPTION PERIOD"Rightholder Option Period), each the Rightholders shall have the right to purchase all, but not less than all, of the Stockholders Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each such Rightholder (other than except for the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS"Xxxxxxxxx Stockholders) shall have the right to elect to purchase Offered Securities either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of Directors. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number portion of Shares then the Surviving Corporation that would be owned by such Rightholder if the Mergers occurred during the Rightholder Option Period by (2ii) the total number portion of Shares then the Surviving Corporation that would be owned by all such RightholdersRightholders (excluding the Xxxxxxxxx Stockholders) if the Mergers occurred during the Rightholder Option Period. If any such Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder, including the Xxxxxxxxx Stockholders (except any Rightholder shall be offered who had the opportunity right to purchase up pursuant to all the previous sentence but did not purchase), shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c3.1(b), the "EXCESS OFFERED SECURITIESExcess Offered Securities") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number portion of Shares then the Surviving Corporation that would be owned by such fully participating Rightholder if the Mergers occurred during the Rightholder Option Period by (y) the total number portion of Shares then the Surviving Corporation that would be owned by all fully participating Rightholders who elected to purchase Excess Offered SecuritiesSecurities if the Mergers occurred during the Rightholder Option Period. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(c3.1(b), then the Selling Stockholder may, subject to Section 3.23.1(e), sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e3.1(d). (ii) The right of each Rightholder to purchase the Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to ParentIX, Holdco, Xxxxxxxxx and the Company. Each such notice shall state (A) the number of Shares held by such Rightholder and (B) the number of Shares Offered Securities that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above3.1(b). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i); subsection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (i) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to ParentIX, Holdco, Xxxxxxxxx and the Company.

Rightholder Option; Exercise. (ia) For If the Company does not elect to purchase all of the Offered Securities pursuant to Section 3.1.2, then for a period of 15 Business Days fifteen (15) days after the earlier to occur of (a) the expiration of the Company Option Period pursuant to Section 3.1.2 and (b) the date upon which the Stockholders (other than Company shall have sent to the Selling Stockholder and the Rightholders written notice of exercise of the Company Option pursuant to Section 3.1.2 or its Affiliates) shall have received the Offering Notice waiver thereof (the "RIGHTHOLDER OPTION PERIOD"), each of the Stockholders (other than the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS") Rightholders shall have the right to elect to purchase any or all of the remaining Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the remaining Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder Rightholder, by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c)3.1.3, the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder Rightholder, by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to Section 3.1.2 and/or this Section 3.1(c)3.1.3, then the Selling Stockholder may, subject to Section 3.23.1.6, sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e)3.1.5 without further regard to the obligations set forth in Sections 3.1.2 and this 3.1.3. (iib) The right of each Rightholder to purchase the Offered Securities under Section 3.1(c)(isubsection (a) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parentthe Company and the other Rightholders. Each such notice shall state (Ai) the number of Shares held by such Rightholder and (Bii) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above)3.1.3. The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i); provided that each Rightholder may waive its rights under this Section 3.1(c)(ii) prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parent3.

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities prior to the expiration of the Company Option Period, then for a period of 15 Business Days thirty (30) days after the earlier to occur of (a) the expiration of the Company Option Period and (b) the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) Shareholder shall have received written notice from the Offering Notice Company of its exercise of the Company Option pursuant to Section 3.1(b) or its waiver thereof (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Stockholders General Atlantic Shareholders and the Major Shareholders (other than the who, in each case, is not a Selling Stockholder and its AffiliatesShareholder) (for the purpose of Section 3.1, each, a "RIGHTHOLDER" and, “Rightholder” and collectively, the "RIGHTHOLDERS"“Rightholders”) shall have the right to elect to purchase all, but not less than all, of the remaining Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the “Excess Offered Securities Securities”) determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to Section 3.1(b) and/or this Section 3.1(c), then the Selling Stockholder Shareholder may, subject to Section 3.23.1(f), sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e). Any of the General Atlantic Shareholders may assign to any of its Affiliates all or any portion of its rights as a Rightholder pursuant to this Section 3(c)(i). (ii) The right of each Rightholder to purchase all of the remaining Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder Shareholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder Shareholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); subsection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (ii) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling StockholderShareholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For a period of 15 Business Days twenty (20) days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received giving of the Offering Notice pursuant to Section 3.1(a) (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Stockholders (other than the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS") Rightholders shall have the right to elect to purchase all, but not less than all, of the Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Series Preferred Shares (as the case may be) then owned by such Rightholder (on as-if converted basis) by (2ii) the total number of Series Preferred Shares (as the case may be) then owned by all such RightholdersRightholders (on as-if converted basis). If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchasepurchase within such twenty (20) days period, then each other participating Rightholder shall be offered who fully subscribed for the opportunity number of Offered Securities to which such Rightholder is entitled to under the second sentence of this Section 3.1(b)(i) and has indicated its willingness to purchase up an additional amount within five (5) days following the expiration of the Rightholder Option Period (such five (5) days period, the “Rightholder Excess Option Period”) shall have the right to all purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c3.1(b), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the “Excess Offered Securities Securities”) determined by dividing (x) the total number of Series Preferred Shares (as the case may be) then owned by such fully participating exercising Rightholder (on as-if converted basis) by (y) the total number of Series Preferred Shares (as the case may be) then owned by all such fully participating exercising Rightholders (on as-if converted basis) who elected to purchase Excess Offered Securities, but shall not be required to purchase more than the additional amount it has indicated as willing to purchase. The procedure described in Company shall make the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the allocation among such participating Rightholders do not subscribe for all of the Offered Securities pursuant to this Section 3.1(c), then the Selling Stockholder may, subject to Section 3.2, sell all of the Offered Securities to the Offeror in accordance with Section 3.1(e)the preceding sentence. (ii) The right of each Rightholder to purchase all of the Offered Securities or Excess Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period or Rightholder Excess Option Period, as applicable, to the Selling Stockholder Shareholder with a copy to Parentthe Company. Each such notice shall state (A) the number of Series Preferred Shares held by such Rightholder and (B) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above3.1(b). The failure of a Rightholder to respond within the Rightholder Option Period or the Rightholder Excess Option Period, as applicable, to the Selling Stockholder Shareholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); subsection (i) above, provided that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (i) above prior to the expiration of the Rightholder Option Period or Rightholder Excess Option Period, as applicable, by giving written notice to the Selling StockholderShareholder, with a copy to Parentthe Company. Any of the holders of the Series Preferred Shares may assign to any of its Affiliates all or any portion of its rights as a Rightholder under this Section 3.1(b). If the Rightholders do not elect to purchase all of the Offered Securities prior to the expiration of the Rightholder Option Period or Rightholder Excess Option Period, as applicable, pursuant to Section 3.1(b), then the Selling Shareholder will not be required to sell the Offered Securities to any Rightholders and may, subject to Section 3.1(e), sell all of the Offered Securities to a Third Party Purchaser in accordance with Section 3.1(d).

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities, then for a period of 15 Business Days ten (10) days after the earlier to occur of (a) the expiration of the Company Option Period and (b) the date upon which the Stockholders (Selling Shareholder and the other than the Selling Stockholder and its Affiliates) Shareholders shall have received written notice from the Offering Notice Company of its exercise of the Company Option pursuant to Section 3.1(b) or its waiver thereof (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Stockholders Shareholders (other than the who, in each case, is not a Selling Stockholder and its AffiliatesShareholder) (for the purpose of Section 3.1, each, a "RIGHTHOLDER" and, “Rightholder” and collectively, the "RIGHTHOLDERS"“Rightholders”) shall have the right to elect purchase a portion of the remaining Offered Securities, at a purchase price equal to purchase Offered Securities either (A) at the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cashOffering Notice, then at the sole option equal to that percentage of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of Directors. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the remaining Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the “Excess Offered Securities Securities”) determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder Shareholder may, subject to Section 3.23.1(f), sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e). Any of the Rightholders may assign to any of their Affiliates all or any portion of its rights as a Rightholder pursuant to this Section 3(c). (ii) The right of each Rightholder to purchase all of the remaining Offered Securities under Section 3.1(c)(i) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder Shareholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder Shareholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); , provided that each Rightholder may waive its rights under this Section 3.1(c)(ii3.1(c)(i) prior to the expiration of the Rightholder Option Period by giving written notice to the Selling StockholderShareholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities, then for a period of 15 Business Days thirty (30) days after the earlier to occur of (a) the expiration of the Company Option Period and (b) the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received written notice from the Offering Notice Company of its exercise of the Company Option pursuant to Section 3.1(b) or its waiver thereof (the "RIGHTHOLDER OPTION PERIOD"“Rightholder Option Period”), each of the Eligible Investors and those of the Major Stockholders (other than the who is not a Selling Stockholder and its Affiliates) (for the purpose of Section 3.1, (each, a "RIGHTHOLDER" and, “Rightholder” and collectively, the "RIGHTHOLDERS"“Rightholders”) shall have the right to elect to purchase all, but not less than all, of the remaining Offered Securities either (A) at a per share purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or Offering Notice, except that each Rightholder may, at its option, substitute cash consideration for non-cash consideration (B) if the Offer includes any consideration other than cash, then at notes) based upon the sole option value of the Rightholders, at the equivalent such non-cash price, consideration (as determined in good faith by Parent's a majority of the entire Board of Directors, which determination must include the Series E Preferred Directors). Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares then owned by such Rightholder by (2ii) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall be offered have the opportunity right to purchase up to all that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the “Excess Offered Securities Securities”) determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder may, subject to Section 3.23.1(f), sell all of the Offered Securities to the Offeror a Third-Party Purchaser in accordance with Section 3.1(e). (ii) The right of each Rightholder to purchase all of the remaining Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder with a copy to Parentthe Company. Each such notice shall state (Aa) the number of Shares held by such Rightholder and (Bb) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's ’s rights under Section 3.1(c)(i); provided that subsection (i) above, providedthat each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (ii) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling Stockholder, with a copy to Parentthe Company.

Rightholder Option; Exercise. (i) For If the Company does not elect to purchase all of the Offered Securities pursuant to Section 7.4(b), then for a period of 15 Business Days 10 days after the earlier to occur of (a) the expiration of the Company Option Period pursuant to Section 7.4(b) and (b) the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) Purchaser shall have received written notice from the Offering Notice Company of its exercise the Company Option pursuant to Section 7.4(b) (or its desire to exercise such option for only a portion of the Offered Securities) or its waiver thereof (the "RIGHTHOLDER OPTION PERIODRightholder Option Period"), each of the Stockholders (Venture Purchasers, other than the Selling Stockholder and its Affiliates) Purchaser (for the purpose of Section 7.4, each, a "RIGHTHOLDERRightholder" and, and collectively, the "RIGHTHOLDERSRightholders") shall have the right to elect to purchase all, but not less than all, of the remaining Offered Securities either (A) at a purchase price equal to the same price Offer Price and on upon the same terms and conditions as set forth in the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of DirectorsOffering Notice. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1i) the total number of Shares shares of Xxxxxxx.xxx Stock then owned by such Rightholder by (2ii) the total number of Shares shares of Xxxxxxx.xxx Stock then owned by all such Rightholders. If any Rightholder does not fails to fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each the other participating Rightholder Rightholders shall be offered have the opportunity right to purchase up to all of the remaining Offered Securities not so subscribed for (for the purposes of this Section 3.1(c7.4(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities"). If the Company and/or the Rightholders do not subscribe for purchase all of the Offered Securities pursuant to this Section 3.1(c7.4(b) and/or Section 7.4(c), then the Selling Stockholder may, subject to Section 3.2, Purchaser may sell all of the Offered Securities to the Offeror a Third Party Purchaser in accordance with Section 3.1(e7.4(e). (ii) The right of each Rightholder to purchase the remaining Offered Securities under Section 3.1(c)(isubsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Rightholder Option Period, to the Selling Stockholder Purchaser with a copy to Parentthe Company and the other Rightholders. Each such notice shall state (Aa) the number of Shares shares of Xxxxxxx.xxx Stock held by such Rightholder and (Bb) the number of Shares Offered Securities that such Rightholder is willing to purchase pursuant to this Section 3.1(c) (which shall not exceed such Rightholder's Rightholder Percentage of the Offered Securities for the initial offer of such Offered Securities pursuant to the first two sentences of clause (i) above7.4(c). The failure of a Rightholder to respond within the Rightholder Option Period to the Selling Stockholder Purchaser shall be deemed to be a waiver of such Rightholder's rights under Section 3.1(c)(i); provided subsection (i) above, PROVIDED that each Rightholder may waive its rights under this Section 3.1(c)(iisubsection (i) above prior to the expiration of the Rightholder Option Period by giving written notice to the Selling StockholderPurchaser, with a copy to Parentthe Company. The right of a Rightholder to purchase the Excess Offered Securities under subsection (i) above shall be exercisable by delivering written notice of the exercise thereof, within five days following the expiration of the Rightholder Option Period, to the Selling Purchaser with a copy to the Company and the other Rightholders, stating the number of Excess Offered Securities that such Rightholder is willing to purchase pursuant to this Section 7.4(c); provided that if two or more Rightholders choose to exercise such right with respect to the Excess Offered Securities for a total number of Excess Offered Securities greater than the aggregate number of Excess Offered Securities, the Excess Offered Securities shall be allocated among such exercising Rightholders pro rata based on the number of shares of Xxxxxxx.xxx Stock owned by each.