Common use of Second Participation Notice; Oversubscription Clause in Contracts

Second Participation Notice; Oversubscription. If any Shareholder does not exercise in full its Right of Participation within the above twenty (20) day period, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in accordance with Section 3.2(a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant shall have ten (10) days from the date of receipt of the Second Participation Notice to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty (20) day periodin accordance with Section 3.02 above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.2(a) (First 3.02 above, which notice shall set forth the number of the New Securities not purchased by the other Participation Notice) Rights Holders pursuant to Section 3.02 above (such shares, the “Preemptive Right ParticipantsOverallotment New Securities”). Each Preemptive Right Participant Fully Participating Investor shall have ten fifteen (1015) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, such oversubscription the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the remaining Overallotment New Securities available for purchaseSecurities, the number each oversubscribing Preemptive Right Participant such Oversubscribing Fully Participating Investor is entitled to subscribe will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, its Additional Number and (y) the product obtained by multiplying (i) the number of the remaining Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such oversubscribing Preemptive Right Participant Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) Oversubscribing Fully Participating Investors are convertible (Second Participation Notice; Oversubscriptioncalculated on an as-converted basis).

Second Participation Notice; Oversubscription. If To the extent that (x) the New Issuance is not a Qualified Financing and (y) not all of the New Securities have been accepted for subscription by Tencent according to Section 3.6, if any Shareholder does not Investor fails or declines to exercise in full or forfeits its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Investor who has exercised in full its Right of Participation (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share pro rata share of the New SecuritiesSecurities (subject to adjustment pursuant to Section 3.6), stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if subsequently confirmed in writing within two (2) days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchasesubscription, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription (subject to adjustment pursuant to Section 3.6) by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis and excluding the Excluded Ordinary Shares) held by such oversubscribing Preemptive Right Oversubscription Participant as at the date of the First Participation Notice and the number of New Securities such Oversubscription Participant agreed to purchase pursuant to Section 3.4(a) or Section 3.6 (as applicable), and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted and fully-diluted basis and excluding the Excluded Ordinary Shares) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such Oversubscription Participants and the total number of New Securities as determined by the Company Oversubscription Participants agreed to purchase pursuant to Section 3.4(a) and Section 3.6. Each Investor that exercised its Right of Participation and, to the extent applicable, its right under this Section 3.2(b) (Second Participation Notice; Oversubscription).Section

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty (20) day periodin accordance with Section 3.02 above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation (the “Fully Participating Holders”) in accordance with Section 3.2(a) (First 3.02 above, which notice shall set forth the number of the New Securities not purchased by the other Participation Notice) Rights Holders pursuant to Section 3.02 above (such shares, the “Preemptive Right ParticipantsOverallotment New Securities”). Each Preemptive Right Participant Fully Participating Holder shall have ten fifteen (1015) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, such oversubscription the total number of additional New Securities the Fully Participating Holders (the “Oversubscribing Fully Participating Holders”) propose to buy exceeds the total number of the remaining Overallotment New Securities available for purchaseSecurities, the number each oversubscribing Preemptive Right Participant such Oversubscribing Fully Participating Holder is entitled to subscribe will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, its Additional Number and (y) the product obtained by multiplying (i) the number of the remaining Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Class A Ordinary Shares (including Class A Ordinary Share Equivalents) held by such oversubscribing Preemptive Right Participant Oversubscribing Fully Participating Holder (with respect to the Principal Parties, the Principal New Shares then held by the Principal Parties only) and the denominator of which is the total number of the Class A Ordinary Shares (including Class A Ordinary Share Equivalents) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated Oversubscribing Fully Participating Holders (among which, with respect to buy such number of the Principal Parties, the Principal New Securities as determined Shares then held by the Company pursuant to this Section 3.2(b) (Second Participation Notice; OversubscriptionPrincipal Parties only).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participating Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participating Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders participating Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within the above twenty in accordance with subsection (20d)(i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participating Rights Holders who has exercised in full its agreed to exercise their Right of Participation (the “Rights Participants”) in accordance with Section 3.2(asubsection (d)(i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Rights Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase. If, Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Rights Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Registrable Securities held by such each oversubscribing Preemptive Right Rights Participant and the denominator of which is the total number of Ordinary Shares Registrable Securities held by all the oversubscribing Preemptive Right Rights Participants. Each Preemptive Right oversubscribing Rights Participant shall be obligated to buy purchase such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Investor fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”, together with the First Participation Notice, the “Participation Notice”) to each of the Shareholders Investors who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (above, specifying the “Preemptive Right aggregate number of unpurchased New Securities that remain eligible for purchase by all the Oversubscription Participants”). Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has fully exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4(b) and the Company shall so notify the Right Participants within fourteen (14) Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full fully its Right of Participation within the above twenty in accordance with subsection (20d)(i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participation Rights Holders who has exercised in full its agreed to exercise their Right of Participation (the “Rights Participants”) in accordance with Section 3.2(asubsection (d)(i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Rights Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase. If, Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Rights Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (xa) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed it proposes to buy, purchase; and (yb) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Registrable Securities held by such each oversubscribing Preemptive Right Rights Participant and the denominator of which is the total number of Ordinary Shares Registrable Securities held by all the oversubscribing Preemptive Right Rights Participants. Each Preemptive Right oversubscribing Rights Participant shall be obligated to buy purchase such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within with respect to all of the above twenty New Securities which such Participating Rights Holder is entitled to purchase, or declines to exercise its Right of Participation, in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has fully exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the total number of additional New Securities that could be purchased by each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty (20in accordance with Section 7.4(i) day periodabove, the Company shall promptly (but no later than five (5) Business Days after the expiry of the First Participation Period) give a written notice (the “Second Participation Notice”) to each of the Shareholders participating Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(a7.4(i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining aggregate Rights Holders’ Preemptive Pro Rata Share of New Securities remaining available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining aggregate Rights Holders’ Preemptive Pro Rata Share of New Securities remaining available for subscription purchase by (ii) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of the then Preferred Shares held by such oversubscribing Preemptive Right Oversubscription Participant (on an as-converted basis) and the denominator of which is the total number of Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) Oversubscription Participants (Second Participation Notice; Oversubscriptionon an as-converted basis).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.3(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have exercised in full its their Right of Participation in full (the “Right Participants”) in accordance with Section 3.2(a3.3(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.3 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Eligible Investor fails or declines (fully or partially) to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Eligible Investors who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days (the “Second Exercise Notice”, together with the First Exercise Notice, collectively, the “Exercise Notice”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of other Participating Rights Holders who exercised their Preemptive Rights (the Shareholders who has exercised in full its Right of Participation “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Oversubscription Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b7.4 and the Company shall so notify the Oversubscription Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participating Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participating Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten seven (107) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Preemptive Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within five (5) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Class A Ordinary Shares (including any class of shares calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder Investor fails or declines to exercise or does not fully exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20ii) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other participating Investors who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (ii) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchasepurchase (the “Available Number”), each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription Available Number by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other participating Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice to purchase by Oversubscription Participant may be made by telephone if confirmed in writing within the subsequent two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis and as if the warrants , options and other outstanding convertible and exercisable securities had been fully exercised) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis and as if the warrants, options and other outstanding convertible and exercisable securities had been fully exercised) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does New Securities which were available for purchase by a Participation Rights Holder under Section 4A.4(a) are not exercise subscribed for in full its Right of Participation within the above twenty (20) day periodaccordance with that subsection, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participating Rights Holders who has exercised in full its Right of Participation with respect to its full pro rata share (the “Right Participants”) in accordance with Section 3.2(a4A.4(a) (First Participation Notice) above (the “Preemptive above. The Right Participants”). Each Preemptive Right Participant Participants shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy. If, Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities which remain available for purchase, each the oversubscribing Preemptive Right Participant Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Common Share Equivalents held by such each oversubscribing Preemptive Right Participant notified and the denominator of which is the total number of Ordinary Shares Common Share Equivalents held by all the oversubscribing Preemptive Right Participants. Each Preemptive oversubscribing Right Participant shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Section 3.2(b4A.4(b) and the Company shall so notify the Right Participants within fifteen (15) Business Days of the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4(b) and the Company shall so notify the Right Participants within fourteen (14) Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty (20in accordance with Section 5.3(a) day periodabove, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.2(a5.3(a) (First above, which notice shall set forth the number of the New Securities not purchased by the other Participation NoticeRights Holders pursuant to Section 5.3(a) above (such shares, the “Preemptive Right ParticipantsOverallotment New Securities”). Each Preemptive Right Participant Fully Participating Investor shall have ten fifteen (1015) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription the total number of additional New Securities the Fully Participating Investors propose to buy exceeds the total number of the remaining Overallotment New Securities, each Fully Participating Investor who proposes to buy more than such number of additional New Securities available for purchaseequal to the product obtained by multiplying (i) the number of the Overallotment New Securities by (ii) a fraction, each oversubscribing Preemptive Right Participant the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of Ordinary Shares into which the then outstanding Preferred Shares held by all Fully Participating Investors are convertible (calculated on an as-converted basis) (an “Oversubscribing Fully Participating Investor”) will be cut back by the Company with respect to its oversubscription to that number of remaining the Overallotment New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, its Additional Number and (y) the product obtained by multiplying (i) the i)the number of the remaining Overallotment New Securities available for subscription by (ii) a ii)a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares held by such oversubscribing Preemptive Right Participant Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Preferred Shares held by all the oversubscribing Preemptive Right ParticipantsOversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis). Each Preemptive Right Participant Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(bSection5.3 and the Company shall so notify the Fully Participating Investors within five (5) (days following the expiration of the Second Participation Notice; Oversubscription)Period.

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty (20in accordance with Clause 7.3(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders participating Preemptive Rights Holder(s) who has or have exercised in full its Right of Participation their Preemptive Rights in accordance with Section 3.2(aClause 7.3(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each such Preemptive Right Participant Rights Holder (each a “Oversubscription Participant”) shall have ten fifteen (1015) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire intention to purchase subscribe more than its Participation Preemptive Pro Rata Share Portion of the New SecuritiesSecurities (“Oversubscription”), stating the number of the additional New Securities it proposes to buysubscribe (the “Additional Number”). Such notice shall be made in writing, but such notice may also be made by telephone if confirmed in writing within five (5) Business Days thereafter. If, as a result thereof, such oversubscription Oversubscription exceeds the total aggregate number of the remaining New Securities available for purchasesubscription, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription Oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on a fully diluted, as converted and as-exercised basis) held by such oversubscribing Oversubscription Participant immediately prior to the issuance of New Securities giving rise to the Preemptive Right Participant Rights and the denominator of which is the total number of Ordinary Shares (on a fully diluted, as converted and as-exercised basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated Oversubscription Participants immediately prior to buy such number the issuance of New Securities as determined by giving rise to the Company pursuant Preemptive Rights. If any Oversubscription Participant fails to this Section 3.2(b) (so respond within the Second Participation Notice; Oversubscription)Period, then such Shareholder shall be deemed forfeited the right hereunder to subscribe such remaining New Securities.

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to exercise any portion of its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Preemptive Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within five (5) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis and any Ordinary Shares issued to or acquired by such Oversubscription Participant) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis and any Ordinary Shares issued to or acquired by all Oversubscription Participants) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participating Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participating Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participation Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participation Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to exercise its Preemptive Right in full its Right of Participation within the above twenty (20accordance with Section 10.03(a) day periodabove, the Company JV shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Preemptive Rights Holders who has have exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(a10.03(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company JV of its desire to purchase more than its Participation Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company JV with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number , in each case (for both numerator and the denominator) on a fully diluted basis as of New Securities as determined by the Company pursuant to this Section 3.2(b) (date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to fully exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Preemptive Rights Holders who has exercised in full its Right their Preemptive Rights (the “Oversubscription Participants”) describing the quantity of Participation the remaining New Securities in accordance with Section 3.2(asubsection (a) (above promptly after the expiry of the First Participation Notice) above (the “Preemptive Right Participants”)Period. Each Preemptive Right Oversubscription Participant shall have ten fifteen (1015) days from the date of the receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant shall consult with each other with respect to the number of the additional New Securities it intends to buy; if the Oversubscription Participants fail to reach consensus thereon within five (5) days, then each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation and who, together with its affiliates, owns at least 500,000 Preferred Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty (20in accordance with Section 5.3(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation in accordance with Section 3.2(a5.3(a) (First each, a “Participating Holder”), which notice shall set forth the number of New Securities that were not subscribed for by the Participation NoticeRights Holders pursuant to Section 5.3(a) above (such shares, the “Preemptive Right ParticipantsOverallotment New Securities”). Each Preemptive Right Participant Participating Holder shall have ten (10) days from Business Days after the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (with respect to each Participating Holder, the “Additional Number”). If, as a result thereof, such oversubscription Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If the total number of additional New Securities the Participating Holders propose to buy exceeds the total number of the remaining Overallotment New Securities, each Participating Holder proposing to purchase additional New Securities available for purchasein accordance with this Section 5.3(b) (each, each oversubscribing Preemptive Right Participant an “Oversubscribing Participating Holder”) will be cut back by the Company with respect to its oversubscription to that a number of remaining Overallotment New Securities which is equal to (i) at least the lesser of (x1) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, its Additional Number and (y2) the product obtained by multiplying (ix) the total number of the remaining Overallotment New Securities available for subscription by (iiy) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant Oversubscribing Participating Holder and the denominator of which is the total number of Ordinary Shares (calculated on a fully diluted and as-converted basis) held by all the oversubscribing Preemptive Right ParticipantsOversubscribing Participating Holders, in each case (for both the numerator and the denominator) immediately prior to the issuance of the New Securities and (ii) at most its Additional Number. Each Preemptive Right Participant Oversubscribing Participating Holder shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b5.3(b) and the Company shall so notify the Participating Holder within twenty (20) Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to fully exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of other participating Rights Holders who exercised their Preemptive Rights and elected to purchase its Pro Rata Share to the Shareholders who has exercised in full its Right of Participation fullest extent (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase in cash more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within five (5) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares (including the Preferred Shares on an as-converted basis, but excluding the Shares issuable but not yet issued under the Warrant) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares (including the Preferred Shares on an as-converted basis, but excluding the Shares issuable but not yet issued under the Warrant) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has have exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive above. The Right Participants”). Each Preemptive Right Participant Participants shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy. If, Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the number of the additional New Securities requested by the oversubscribing Preemptive Right Participant Participants will be cut back adjusted by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of be (x) without exceeding the number of the additional New Securities proposed by such oversubscribing Preemptive Right Participant proposed to buy, and (yRights Participant) not less than the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number Pro Rata Share of Ordinary Shares held by such each oversubscribing Preemptive Right Participant notified and the denominator of which is the total number sum of Ordinary the Pro Rata Shares held by of all the oversubscribing Preemptive Right Participants. Each Preemptive oversubscribing Right Participant shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (b) and the Company shall so notify the Right Participants within fifteen (15) Business Days of the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has fully exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b5.2 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has exercised in full its their Right of Participation (collectively, the “Rights Participants” and each, a “Rights Participant”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Rights Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Rights Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Rights Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Rights Participants. Each Preemptive Right Rights Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Rights Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails to exercise in full or forfeits its Preemptive Right of Participation within the above twenty (20) day periodin accordance with Section 5.03(a), the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has Participation Rights Holder that exercised in full its Preemptive Right of Participation (the “Oversubscription Participants”) in accordance with Section 3.2(a5.03(a), which notice shall set forth the number of New Securities that were not subscribed for by the Participation Rights Holders pursuant to Section 5.03(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if subsequently confirmed in writing within two (2) days thereafter. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchasesubscription, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to (1) at least the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares Share (calculated on an as-converted and fully diluted basis) held by such oversubscribing Preemptive Right Participant Oversubscription Participant, and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted and fully diluted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants, in each case (for both the numerator and the denominator) immediately prior to the issuance of the New Securities and (2) at most its Additional Number. Each Preemptive Right Participant of Participation Rights Holder shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b5.03(a) and Section 5.03(b) and the Company shall so notify the Participation Rights Holder within twenty (20) days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full fully its Right of Participation within the above twenty in accordance with subsection (20d)(i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has exercised in full its agreed to exercise their Right of Participation in accordance with Section 3.2(a) (First Participation Notice) above full (the “Preemptive Right Rights Participants”)) in accordance with subsection (d)(i) above. Each Preemptive Right Rights Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase. If, Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Rights Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription oversubscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Registrable Securities held by such oversubscribing Preemptive Right Rights Participant and the denominator of which is the total number of Ordinary Shares Registrable Securities held by all the oversubscribing Preemptive Right Rights Participants. Each Preemptive Right oversubscribing Rights Participant shall be obligated to buy purchase such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares held by such oversubscribing Preemptive Right Participant on an as-converted basis (excluding the Shares issued pursuant to the ESOP) and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right ParticipantsParticipants on an as-converted basis (excluding the Shares issued pursuant to the ESOP). Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.2(asubsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participating Rights Holders pursuant to subsection (First Participation Noticea) above (such shares, the “Preemptive Right ParticipantsOverallotment New Securities”). Each Preemptive Right Participant Fully Participating Investor shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription the total number of additional New Securities the Fully Participating Investors propose to buy exceeds the total number of the remaining Overallotment New Securities, each Fully Participating Investor who proposes to buy more than such number of additional New Securities available for purchaseequal to the product obtained by multiplying (i) the number of the Overallotment New Securities by (ii) a fraction, each oversubscribing Preemptive Right Participant the numerator of which is the number of the Ordinary Shares (calculated on a fully-diluted and as- converted basis) held by such Fully Participating Investor and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all Fully Participating Investors (each, an “Oversubscribing Fully Participating Investor”) will be cut back by the Company with respect to its oversubscription to that number of remaining the Overallotment New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, its Additional Number and (y) the product obtained by multiplying (i) the number of the remaining Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant Oversubscribing Fully Participating Investor and the denominator of which is the total number of the Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right ParticipantsOversubscribing Fully Participating Investors. Each Preemptive Right Participant Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b4.3 and the Company shall so notify the Fully Participating Investors within fifteen (15) (days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Major Investor fails or declines to exercise in full its Major Investor Right of Participation within the above twenty in accordance with Subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Major Investors who has exercised in full its their Major Investor Right of Participation (the “Right Participants”) in accordance with Section 3.2(aSubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten seven (107) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Equity Securities, stating the number of the additional New Equity Securities it proposes to buypurchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Equity Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Equity Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Equity Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant (and its Affiliates) and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right ParticipantsParticipants (and their Affiliates). Each Preemptive Right Participant shall be obligated to buy such number of New Equity Securities as determined by the Company pursuant to this Section 3.2(b3.3 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does New Securities which were available for purchase by a Participation Rights Holder under Section 4.4(a) are not exercise subscribed for in full its Right of Participation within the above twenty (20) day periodaccordance with that subsection, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participating Rights Holders who has exercised in full its Right of Participation with respect to its full pro rata share (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive above. The Right Participants”). Each Preemptive Right Participant Participants shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy. If, Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities which remain available for purchase, the oversubscription of each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that the number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Share Equivalents held by such each oversubscribing Preemptive Right Participant notified and the denominator of which is the total number of Ordinary Shares Share Equivalents held by all the oversubscribing Preemptive Right Participants. Each Preemptive oversubscribing Right Participant shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (b) and the Company shall so notify the Right Participants within fifteen (15) Business Days of the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Preemptive Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buyAdditional Number, and or (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Class B Ordinary Shares (including Preferred Shares on an As-Converted Basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Class B Ordinary Shares (including Preferred Shares on an As-Converted Basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Initial Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Initial Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days five Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Oversubscription Participant shall be obligated obliged to buy purchase such number of New Securities as determined by the Company pursuant to this Section 3.2(b15.03(b) (and the Company shall so notify the Oversubscription Participants within fifteen Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.4(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to other Participating Rights Holders who exercised their Right of Participation (the “Right Participants”, and each of the Shareholders a “Right Participant”) in accordance with Section 3.4(a) above. Each Right Participant, other than a Participating Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(a3.4(a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not holder of Preferred Shares fails or declines to exercise in full its Right of Participation within for its full Pro Rata Share of the above twenty New Securities in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other holders of the Shareholders Preferred Shares who has exercised in full its their Right of Participation in accordance with Section 3.2(a) (First Participation Notice) above full (the “Preemptive Right Oversubscription Participants”)) (if any) in accordance with subsection (a) above. Each Preemptive Right Oversubscription Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchasewhich are not fully subscribed by the holders of Preferred Shares in accordance with subsection (a) above (the “Remaining New Securities”), each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number of remaining the Remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining Remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted and fully diluted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted and fully diluted basis) held by all the oversubscribing Preemptive Oversubscription Participants; provided that if any Oversubscription Participant proposes to subscribe such number of Remaining New Securities that is less than its pro rata portion thereof as calculated in accordance with the aforementioned formula in this Section 3.4(b)(y), each Oversubscription Participant that has elected to subscribe its full pro rata portion of the Remaining New Securities shall, at its sole discretion, make such adjustment to its oversubscription amount so that any and all Remaining New Securities may be allocated to such Oversubscription Participant(s). Each Participation Rights Holders who exercised their Right of Participation in part or in full (the “Right Participants. Each Preemptive Right Participant ”) shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) business days following the date of First Participation Notice (in the event no Participation Rights Holder fully exercises the Right of Participation) or the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails to exercise in full or forfeits its Preemptive Right of Participation within the above twenty (20) day periodin accordance with Section 5.03(b), the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has Participation Rights Holder that exercised in full its Preemptive Right of Participation (the “Oversubscription Participants”) in accordance with Section 3.2(a5.03(b), which notice shall set forth the number of New Securities that were not subscribed for by the Participation Rights Holders pursuant to Section 5.03(b) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (subject to Section 4.03, the “Additional Number”). Such notice may be made by telephone if subsequently confirmed in writing within two (2) days thereafter. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchasesubscription, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to (1) at least the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares Share (calculated on an as-converted and fully diluted basis) held by such oversubscribing Preemptive Right Participant Oversubscription Participant, and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted and fully diluted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants, in each case (for both the numerator and the denominator) immediately prior to the issuance of the New Securities and (2) at most its Additional Number. Each Preemptive Right Participant Participation Rights Holder shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b5.03(b) and Section 5.03(c) and the Company shall so notify the Participation Rights Holder within twenty (20) days following the expiration of the First Participation Period (or the Second Participation Notice; OversubscriptionPeriod if any Participation Rights Holder fails to exercise in full or forfeits its Preemptive Right in accordance with Section 5.03(b)).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participating Rights Holders who have exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participating Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of Preferred Shares held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares issuable upon conversion of Preferred Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to (i) notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”) and (ii) provide written evidence of funds (i.e. bank confirmation letter) in the amount of the purchase price of the Additional Number elected to be purchased. Such notice may be made by telephone if confirmed in writing within in two (2) Business Days, however the evidence of funds must be submitted in written form. Failure to satisfy the conditions in this subsection (b) within the Second Participation Period will forfeit the any right of the Right Participant to purchase the Additional Number. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.4(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(a3.4(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, thereof such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within with respect to all of the above twenty New Securities which such Participating Rights Holder is entitled to purchase in accordance with subsection (20d)(i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participating Rights Holders who has exercised in full its agreed to exercise their Right of Participation (the “Rights Participants”) in accordance with Section 3.2(asubsection (d)(i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Rights Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase. If, Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Rights Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Registrable Securities held by such each oversubscribing Preemptive Right Rights Participant and the denominator of which is the total number of Ordinary Shares Registrable Securities held by all the oversubscribing Preemptive Right Rights Participants. Each Preemptive Right oversubscribing Rights Participant shall be obligated to buy purchase such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (d)(ii) and the Company shall so notify the Rights Participants within twenty (20) Business Days from the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.4(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(a3.4(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Investor fails or declines to exercise in full its Right of Participation within the above twenty (20) day period, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in accordance with Section 3.2(aClause 9(C)(i) (First Participation Notice) above above, the Company shall promptly deliver notice (the “Preemptive "SECOND PARTICIPATION NOTICE") to other Investors who exercised their Right Participants”)of Participation (the "RIGHT PARTICIPANTS") in accordance with Clause 9(C)(i) above. Each Preemptive Right Participant shall then have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the "SECOND PARTICIPATION PERIOD") to notify the Company of its desire to purchase more than its Participation Pro Rata Participation Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the "ADDITIONAL NUMBER"). Such notice may be made by telephone if confirmed in writing within two (2) Business Days, however the evidence of funds must be submitted in written form. Failure to satisfy the conditions in this Clause within the Second Participation Period will forfeit the any right of the Right Participant to purchase the Additional Number. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(bClause and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within to subscribe all of its Pro Rata Share of the above twenty New Securities in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holder who has exercised in full its Right of Participation in accordance with Section 3.2(a) full (First Participation Notice) above (each, a “Right Participant” and collectively, the “Preemptive Right Participants”)) in accordance with subsection (a) above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase subscribe more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days after such telephone notice. If, as a result thereof, such oversubscription the total Additional Number the Right Participants (the “Oversubscribing Right Participants”) propose to subscribe exceeds the total number of the remaining New Securities that are subject to the Right of Participation available for purchasesubscription in such oversubscription (“Overallotment New Securities”), each oversubscribing Preemptive Oversubscribing Right Participant will shall only be cut back by the Company with respect entitled to its oversubscription to that subscribe such number of remaining Overallotment New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining Overallotment New Securities available for subscription oversubscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully diluted and as-converted basis, and not including any Class B Ordinary Shares) held by such oversubscribing Preemptive Oversubscribing Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully diluted and as-converted basis, and not including any Class B Ordinary Shares) held by all the oversubscribing Preemptive Oversubscribing Right Participants. Each Preemptive Right Participant who has exercised its right to subscribe the Additional Number shall be obligated to buy subscribe such number of New Securities as determined by the Company pursuant to this Section 3.2(b) and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.4(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participation Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with Section 3.4(a) above. Each Right Participant, other than a Participation Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(a3.4(a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participation Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participation Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full fully its Right of Participation within the above twenty in accordance with subsection (20d)(i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participation Rights Holders who has exercised in full its agreed to exercise their Right of Participation (the “Rights Participants”) in accordance with Section 3.2(asubsection (d)(i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Rights Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase. If, Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Rights Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (ix) the number of the remaining New Securities available for subscription by (iiy) a fraction, fraction the numerator of which is the number of Ordinary Shares Registrable Securities held by such each oversubscribing Preemptive Right Rights Participant and the denominator of which is the total number of Ordinary Shares Registrable Securities held by all the oversubscribing Preemptive Preferred Shareholders and Ordinary Shareholders immediately prior to the issuance of New Securities giving rise to the Right Participantsof Participation. Each Preemptive Right oversubscribing Rights Participant shall be obligated to buy purchase such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.4(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(a3.4(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Right in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Rights Holders who has exercised their Preemptive Right in full its Right of Participation in accordance with Section 3.2(a) subsection (First Participation Noticea) above (the “Preemptive Right Participants”)) within three (3) Business Days of the expiry of the First Participation Period. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days of the telephone notice. If, as a result thereof, such oversubscription the aggregate Additional Number exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will Participant’s Additional Number shall be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal reduced to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buyAdditional Number, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription oversubscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted but otherwise non-diluted basis) held by such oversubscribing Right Participant immediately prior to the exercise of the Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted but otherwise non-diluted basis) held by all the oversubscribing Right Participants immediately prior to the exercise of the Preemptive Right; provided that in no event shall any Right ParticipantsParticipant’s aggregate shareholding percentage in the Company immediately after such purchase of Additional Number exceeds twenty-five percent (25%) of the total outstanding share capital of the Company. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b4.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participating Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). If, as a result thereof, such Such notice may be made by telephone if confirmed by notice in writing within two (2) Business Days thereafter. If the oversubscription by Oversubscription Participants exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty in accordance with subsection (20d)(i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participation Rights Holders who has exercised in full its agreed to fully exercise their Right of Participation (the “Rights Participants”) in accordance with Section 3.2(asubsection (d)(i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Rights Participant shall have ten fifteen (1015) days from Business Days after the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase. If, Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Rights Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares held by such oversubscribing Preemptive Right Rights Participant (calculated on a fully-diluted and as-converted basis) and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Rights Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscriptioncalculated on a fully-diluted and as-converted basis).

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Right Holder fails or declines to exercise its Preemptive Right in full its Right of Participation within the above twenty (20accordance with Section 6.03(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Preemptive Rights Holders who has have exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(a6.03(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number , in each case (for both numerator and the denominator) on an as-converted basis as of New Securities as determined by the Company pursuant to this Section 3.2(b) (date of the Second Participation Notice; Oversubscription), including holders of Preferred Shares on an as-exercised basis with respect to the Warrants that have been paid in RMB.

Second Participation Notice; Oversubscription. If any Preferred Shareholder does not fails or declines to exercise its Participation Right in full in accordance with Section 2.2 above (provided that at least one Preferred Shareholder exercised its Participation Right of Participation within the above twenty (20) day periodin full in accordance with Section 2.2 above), the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Preferred Shareholders who has exercised in full its their Participation Right of Participation (the “Oversubscription Participants”) in accordance with Section 3.2(a) (First Participation Notice) above (the “Preemptive Right Participants”)2.2 above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share pro rata share (as defined under Section 2.2) of the New SecuritiesSecurities (the “Oversubscription Right”), stating the number of the additional New Securities it proposes to buypurchase (provided however, not to exceed such Oversubscription Participants’ Oversubscription Pro Rata Share (as defined below)) (the “Additional Number”). IfSuch notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. For the purposes of this Section 2.3, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) Oversubscription Participants’ Oversubscription Pro Rata Share shall mean the product obtained by multiplying (i) the number of the remaining New Securities available for subscription oversubscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (assuming the conversion of all Preferred Shares and exercise of all Warrants) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (assuming the conversion of all Preferred Shares and exercise of all Warrants) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.4(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(a3.4(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). If, Such notice may be made by telephone if confirmed in writing within two (2) business days. If as a result thereof, thereof such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Right Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Right Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within with respect to all of the above twenty New Securities which such Participating Rights Holder is entitled to purchase in accordance with subsection (20d)(i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participating Rights Holders who has exercised in full its agreed to exercise their Right of Participation (the “Rights Participants”) in accordance with Section 3.2(asubsection (d)(i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Rights Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buypurchase. If, Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Rights Participants will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Registrable Securities held by such each oversubscribing Preemptive Right Rights Participant and the denominator of which is the total number of Ordinary Shares Registrable Securities held by all the oversubscribing Preemptive Right Rights Participants. Each Preemptive Right oversubscribing Rights Participant shall be obligated to buy purchase such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.2(asubsection (a) above, which notice shall set forth the number of the New Securities for which the Participation Rights Holders were entitled to subscribe but that were not subscribed for by the Participation Rights Holders pursuant to subsection (First Participation Noticea) above (such shares, the “Preemptive Right ParticipantsOverallotment New Securities”). Each Preemptive Right Participant Fully Participating Investor shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription the total number of additional New Securities the Fully Participating Investors propose to buy exceeds the total number of the remaining Overallotment New Securities, each Fully Participating Investor who proposes to buy more than such number of Overallotment New Securities available for purchaseequal to the product obtained by multiplying (i) the number of the Overallotment New Securities by (ii) a fraction, each oversubscribing Preemptive Right Participant the numerator of which is the number of the Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Fully Participating Investor and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all Fully Participating Investors (an “Oversubscribing Fully Participating Investor”) will be cut back by the Company with respect to its oversubscription to that number of remaining the Overallotment New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, its Additional Number and (y) the product obtained by multiplying (i) the number of the remaining Overallotment New Securities available for subscription (such number, for the avoidance of doubt, shall exclude all Additional Numbers proposed to be subscribed by each Fully Participating Investor not being an Oversubscribing Fully Participating Investor) by (ii) a fraction, the numerator of which is the number of the Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant Oversubscribing Fully Participating Investor and the denominator of which is the total number of the Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right ParticipantsOversubscribing Fully Participating Investors. Each Preemptive Right Participant Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b4.3 and the Company shall so notify the Fully Participating Investor within ten (10) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten fifteen (1015) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of the remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Investor fails or declines to exercise in full its Right of Participation within the above twenty in accordance with Subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Investors who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(aSubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Participation Securities, stating the number of the additional New Participation Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within five (5) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Participation Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Participation Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Participation Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b5.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription). 3.5.

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within the above twenty (20) day period, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above above, the Company shall promptly give notice (the “Preemptive "SECOND PARTICIPATION NOTICE") to other Participating Rights Holders who exercised their Right Participants”)of Participation (the "RIGHT PARTICIPANTS") in accordance with subsection (a) above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the "SECOND PARTICIPATION PERIOD") to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the "ADDITIONAL NUMBER"). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation with respect to other Poll Pro Rata Shares of the New Securities (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b4.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has fully exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (above, such Second Participation Notice shall include all the information required in the First Participation Notice) above (Notice and shall additionally identify the “Preemptive Right Participants”)portion of the New Securities which such Participation Rights Holder has failed to purchase. Each Preemptive Right Participant shall have ten five (105) days from the date of Business Days after receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has exercised in full its their Right of Participation (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20) day period, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in accordance with Section 3.2(a3.4(a) (First Participation Notice) above of this Appendix, the Company shall promptly give notice (the “Preemptive Section Participation Notice”) to other Participating Rights Holders who exercised their Right of Participation (the “Right Participants”)) in accordance with Section 3.4(a) of this Appendix. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 3.4 of this Section 3.2(bAppendix and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to other Participating Rights Holders who exercised their Right of Participation (the “Right Participants”) in accordance with subsection (a) above. Subject to Section 3.6, each of the Shareholders Right Participant, other than a Participating Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty (20in accordance with Section 3.4(a) day periodof this Appendix, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(a3.4(a) (First Participation Notice) above (the “Preemptive Right Participants”)of this Appendix. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Rate Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 3.4 of this Section 3.2(bAppendix and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Major Investor fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty (20) day periodaccordance with Section 7.4(a), the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Participating Investors who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(a) (First Participation Notice) above (the “Preemptive Right Participants”7.4(a). Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (xi) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (yii) the product obtained by multiplying (iA) the number of the remaining New Securities available for subscription oversubscription by (iiB) a fraction, the numerator of 21 Shareholders Agreement which is the number of Ordinary the Major Investor Shares held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary the Major Investor Shares held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Right in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share Shares of the New Securities, but up to that portion of the New Securities for which all the Rights Holders were entitled to subscribe under subsection (i) above but that were not subscribed for by certain Rights Holders in accordance with subsection (i) above (the “Available New Securities”), stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining Available New Securities available for purchaseSecurities, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (xa) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (yb) the product obtained by multiplying (ix) the number of the remaining Available New Securities available for subscription by (iiy) a fraction, the numerator of which is the total number of Ordinary Shares (including the Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including the Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participation Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participation Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Rights Holders who has exercised in full its their Right of Participation and purchased its/his full Pro Rata Share of the New Securities (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, purchase each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities subject to Right of Participation available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not exercise in full its Right of Participation within the above twenty (20) day period, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in accordance with Section 3.2(a) (First Participation NoticeArticle 39(a) above (the “Preemptive Right Participants”). Each Preemptive Right Participant shall have ten (10) days from the date of receipt of the Second Participation Notice to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; OversubscriptionArticle 39(b).

Second Participation Notice; Oversubscription. If any Shareholder does not Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty (20accordance with subsection 7.4(a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection 7.4(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase subscribe for more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buysubscribe for (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchasesubscription, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (xi) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (yii) the product obtained by multiplying (iA) the number of the remaining New Securities available for subscription by (iiB) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder declines or fails to exercise in full its Right of Participation within the above twenty (20) day periodin full in accordance with Section 3.4(a), the Company shall promptly give deliver a written notice (the “Second Participation Notice”) to each within five (5) Business Days after the expiration of the Shareholders First Participation Period to the other Participation Rights Holders who has exercised in full its their Right of Participation (the “Oversubscription Participants”) in accordance with Section 3.2(a) (First Participation Notice) above (3.4(a), which shall specify the “Preemptive Right Participants”)amount of the unpurchased New Securities. Each Preemptive Right Oversubscription Participant shall have ten five (105) days from the date of Business Days after receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire agree in writing to purchase more than its Participation Pro Rata Share of the New Securities, by delivering a written notice to the Company and stating therein the number of the additional New Securities it proposes to buypurchase (the “Additional Number”), up to the unpurchased number of the New Securities that the Oversubscription Participants are collectively entitled to purchase in accordance with Section 3.4(a). If, as a result thereofIf any Oversubscription Participant fails to so agree in writing within such five (5) Business Day period, such oversubscription exceeds Oversubscription Participant shall be deemed to have forfeited its right to purchase the additional New Securities in accordance with this Section 3.4(b). If the Oversubscription Participants that elected to purchase an Additional Number of New Securities (the “Exercising Oversubscription Participants”) desire to purchase in aggregate more than the total number of such unpurchased New Securities, the remaining number of the additional New Securities available for purchase, that each oversubscribing Preemptive Right Exercising Oversubscription Participant will is entitled to purchase shall be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining unpurchased New Securities available for subscription multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Common Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Exercising Oversubscription Participant and the denominator of which is the total number of Ordinary Common Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Exercising Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has fully exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten five (105) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to fully exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participation Rights Holders who has have fully exercised in full its their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.2(asubsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participating Rights Holders pursuant to subsection (First Participation Noticea) above (such shares, the “Preemptive Right ParticipantsOverallotment New Securities”). Each Preemptive Right Participant Fully Participating Investor shall have ten thirty (1030) days from the date of receipt of the Second Participation Notice to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription the total number of additional New Securities the Fully Participating Investors propose to buy exceeds the total number of the remaining Overallotment New Securities, each Fully Participating Investor who proposes to buy more than such number of additional New Securities available for purchaseequal to the product obtained by multiplying (i) the number of the Overallotment New Securities by (ii) a fraction, each oversubscribing Preemptive Right Participant the numerator of which is the number of the Ordinary Shares (calculated on a Fully Diluted Basis) held by such Fully Participating Investor and the denominator of which is the total number of Ordinary Shares (calculated on a Fully Diluted Basis) held by all Fully Participating Investors (an “Oversubscribing Fully Participating Investor”) will be cut back by the Company with respect to its oversubscription to that number of remaining the Overallotment New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, its Additional Number and (y) the product obtained by multiplying (i) the number of the remaining Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares (calculated on a Fully Diluted Basis) held by such oversubscribing Preemptive Right Participant Oversubscribing Fully Participating Investor and the denominator of which is the total number of the Ordinary Shares (calculated on a Fully Diluted Basis) held by all the oversubscribing Preemptive Right ParticipantsOversubscribing Fully Participating Investors. Each Preemptive Right Participant Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b4.3 and the Company shall so notify the Fully Participating Investors within thirty (30) (days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails or declines to exercise in full its Right of Participation within the in accordance with Section 4.4(a) above twenty (20) day periodand there remains any New Securities available for subscription, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(a4.4(a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to (i) notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”) and (ii) provide written evidence of funds (i.e. bank confirmation letter) in the amount of the purchase price of the Additional Number elected to be purchased. Such notice may be made by telephone if confirmed in writing within in two (2) days, however the evidence of funds must be submitted in written form. Failure to satisfy the conditions in this Section 4.4(b) within the Second Participation Period will forfeit any right of the Right Participant to purchase the Additional Number. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b4.4 and the Company shall so notify the Right Participants within fifteen (15) (Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has exercised in full its their Right of Participation (the “Right Participants”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant shall have ten (10) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone followed by written confirmation within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within twenty (20) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has have exercised in full its their Right of Participation (the “Exercising Holders”) in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Participant Exercising Holder shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of fifty percent (50%) of the New Securities, stating the number of the additional New Securities it proposes to buy. If, Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Exercising Holders will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Common Share Equivalents held by such each oversubscribing Preemptive Right Participant Exercising Holder notified and the denominator of which is the total number of Ordinary Shares Common Share Equivalents held by all the oversubscribing Preemptive Right ParticipantsExercising Holders. Each Preemptive Right Participant oversubscribing Exercising Holder shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (b) and the Company shall so notify the Exercising Holders within fifteen (15) Business Days of the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Preemptive Rights Holder fails or declines to exercise its Preemptive Rights in full its Right of Participation within the above twenty accordance with subsection (20i) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Preemptive Rights Holders who has exercised in full its Right of Participation their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within five (5) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Oversubscription Participant shall be obligated obliged to buy purchase such number of New Securities as determined by the Company pursuant to this Section 3.2(b7.4 (ii) and the Company shall so notify the Oversubscription Participants within fifteen (15) Business Days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not exercise in full its Right of Participation within the above twenty (20) day period, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83 accordance with Section 3.2(a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant shall have ten (10) days from the date of receipt of the Second Participation Notice to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If there are any Shareholder does not exercise in full its Right of Participation within the New Securities remaining after giving effect to subsection (i) above twenty (20) day periodif applicable), the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders Preemptive Rights Holder who has exercised in full its Right of Participation Preemptive Rights (each an “Oversubscription Participant”) in accordance with Section 3.2(asubsection (i) (First Participation Notice) above (the “Preemptive Right Participants”)above. Each Preemptive Right Oversubscription Participant shall have ten (10) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within five (5) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that such number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (treating any Preferred Shares on an as-converted basis) held by such oversubscribing Preemptive Right Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares (treating any Preferred Shares on an as-converted basis) held by all the oversubscribing Preemptive Right Oversubscription Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not exercise in full its Right of Participation within the above twenty (20) day period, the Company CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83 shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in accordance with Section 3.2(a) (First Participation NoticeArticle 39(a) above (the “Preemptive Right Participants”). Each Preemptive Right Participant shall have ten (10) days from the date of receipt of the Second Participation Notice to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (Second Participation Notice; OversubscriptionArticle 39(b).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders other Participating Rights Holders who has have exercised in full its their Right of Participation (the “Exercising Holders”) in accordance with Section 3.2(a) subsection (First Participation Noticea) above (the “Preemptive Right Participants”). Each Preemptive Right Participant Exercising Holder shall have ten (10) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of fifty percent (50%) of the New Securities, stating the number of the additional New Securities it proposes to buybuy Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each the oversubscribing Preemptive Right Participant Exercising Holders will be cut back by the Company with respect to its oversubscription their oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Common Share Equivalents held by such each oversubscribing Preemptive Right Participant Exercising Holder notified and the denominator of which is the total number of Ordinary Shares Common Share Equivalents held by all the oversubscribing Preemptive Right Participants. Exercising Holders Each Preemptive Right Participant oversubscribing Exercising Holder shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (b) and the Company shall so notify the Exercising Holders within fifteen (15) Business Days of the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participation Rights Holder fails or declines to exercise in full its Right of Participation within the above twenty in accordance with subsection (20a) day periodabove, the Company shall promptly give a written notice (the “Second Participation Notice”) to each other Participation Rights Holders who exercised their Right of Participation (the Shareholders “Right Participants”) in accordance with subsection (a) above. Each Right Participant, other than a Participation Rights Holder who has exercised in full fails or declines to exercise its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above (the “Preemptive Right Participants”). Each Preemptive Right Participant above, shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buybuy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b3.4 and the Company shall so notify the Right Participants within fifteen (15) (business days following the date of the Second Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Shareholder does not Participating Rights Holder fails to exercise in full its Right of Participation within the above twenty (20) day period, the Company shall promptly give a written notice (the “Second Participation Notice”) to each of the Shareholders who has exercised in full its Right of Participation in accordance with Section 3.2(asubsection (a) (First Participation Notice) above above, the Company shall promptly give notice (the “Preemptive "SECOND PARTICIPATION NOTICE") to the other Participating Rights Holders holding Registrable Securities and who have exercised their Right Participants”)of Participation (the "RIGHT PARTICIPANTS") in accordance with subsection (a) above. Each Preemptive Right Participant shall have ten five (105) business days from the date of receipt of the Second Participation Notice (the "SECOND PARTICIPATION PERIOD") to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy. Such notice may be made by telephone if confirmed in writing within two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription oversubscriptions to that number of remaining New Securities equal to the lesser of (x) the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of Ordinary Shares Registrable Securities held by such oversubscribing Preemptive Right Participant and the denominator of which is the total number of Ordinary Shares Registrable Securities held by all the oversubscribing Preemptive Right Participants. Each Preemptive Right oversubscribing Rights Participant shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Section 3.2(bsubsection (b) and the Company shall so notify the Right Participants within fifteen (15) business days of the date of the Second Participation Notice; Oversubscription).