Common use of Second Participation Notice Clause in Contracts

Second Participation Notice. In the event that (a) Tencent fails to exercise fully its Super Right of Participation in accordance with subsection (i) above, or (b) there are still New Securities remaining after Tencent exercises its Super Right of Participation in accordance with subsection (i) above, the Company shall give to all the Preferred Holders a written notice of its intention to issue New Securities (the “Second Participation Notice”), describing the amount and the type of remaining New Securities and the price and the terms upon which the Company proposed to issue such remaining New Securities. Each Preferred Holder (excluding Tencent if its Super Right of Participation remains in effect) shall have ten (10) Business Days from the date of receipt of any such Second Participation Notice to agree in writing to purchase up to all of such holder’s Pro Rata Share of such remaining New Securities for the price and upon the terms and conditions specified in the Second Participation Notice by giving written notice to the Company in substantively the form attached hereto as Exhibit C hereto and stating therein the quantity of New Securities to be purchased (not to exceed such Preferred Holder’s Pro Rata Share of such remaining New Securities). If any Preferred Holder fails to so agree in writing within such ten (10) Business Days period to purchase such Preferred Holder’s full Pro Rata Share of an offering of New Securities, then such Preferred Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such remaining New Securities that it did not so agree to purchase. Each holder’s Pro Rata Share, for purposes of its Preemptive Rights under this subsection (ii), is equal to the ratio of (a) the number of Ordinary Shares owned by such Preferred Holder immediately prior to the issuance of New Securities (assuming full conversion of the Preferred Shares held by such Preferred Holder) to (b) the total number of Ordinary Shares then outstanding immediately prior to the issuance of the New Securities (assuming full conversion of the Preferred Shares). A Preferred Holder (excluding Tencent if its Super Right of Participation remains in effect) can at its sole discretion apportion its Pro Rata Share of such remaining New Securities among its Affiliates in any amounts.

Second Participation Notice. In the event that (a) Tencent If any Participation Rights Holder fails or declines to exercise fully its Super Right of Participation in accordance with subsection sub-Section (i) above, or (b) there are still New Securities remaining after Tencent exercises its Super Right of Participation in accordance with subsection (id)(i) above, the Company shall give to all the Preferred Holders promptly deliver a written notice of its intention to issue New Securities (the “Second Participation Notice”), describing ) to the amount and the type of remaining New Securities and the price and the terms upon which the Company proposed other Participation Rights Holders who agreed to issue such remaining New Securities. Each Preferred Holder (excluding Tencent if its Super exercise fully their Right of Participation remains in effectaccordance with sub-Section (d)(i) above. Each such Participation Rights Holder shall have ten five (105) Business Days from the date of receipt of any such Second Participation Notice to agree in writing to purchase up to all of such holder’s Pro Rata Share of such remaining New Securities for the price and upon the terms and conditions specified in the Second Participation Notice by giving written notice (the “Second Participation Period”) to notify the Company in substantively the form attached hereto as Exhibit C hereto and stating therein the quantity writing of New Securities to be purchased (not to exceed such Preferred Holder’s Pro Rata Share of such remaining New Securities). If any Preferred Holder fails to so agree in writing within such ten (10) Business Days period its desire to purchase such Preferred Holder’s full Pro Rata Share of an offering of New Securities, then such Preferred Holder shall forfeit the right hereunder to purchase that part of more than its Pro Rata Share of such the New Securities, stating the number of the additional New Securities it proposes to purchase. If, as a result thereof, the election by the Participation Rights Holders results in an oversubscription of New Securities exceeding the total number of the remaining New Securities that it did not so agree available for purchase, each oversubscribing Participation Rights Holder will be cut back by the Company with respect to purchase. Each holder’s Pro Rata Share, for purposes its oversubscription to the number of its Preemptive Rights under this subsection (ii), is the remaining New Securities equal to the ratio of product obtained by multiplying (ai) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which shall be the number of the Ordinary Shares owned by such Preferred Holder immediately prior to the issuance of New Securities (assuming full conversion of the Preferred Shares on an as-converted basis) held by such Preferred oversubscribing Participation Rights Holder) to (b) , and the denominator of which shall be the total number of the Ordinary Shares then outstanding immediately prior to (on an as-converted basis) held by all the issuance of the New Securities (assuming full conversion of the Preferred Shares). A Preferred Holder (excluding Tencent if its Super Right of oversubscribing Participation remains in effect) can at its sole discretion apportion its Pro Rata Share of such remaining New Securities among its Affiliates in any amountsRights Holders.

Second Participation Notice. In the event that (a) Tencent If any Participation Rights Holder fails or declines to exercise fully its Super Right of Participation in accordance with subsection sub-Section (id) above, or (b) there are still New Securities remaining after Tencent exercises its Super Right of Participation in accordance with subsection (i) above, the Company shall give to all the Preferred Holders promptly deliver a written notice of its intention to issue New Securities (the “Second Participation Notice”), describing ) to the amount and the type of remaining New Securities and the price and the terms upon which the Company proposed other Participation Rights Holders who agreed to issue such remaining New Securities. Each Preferred Holder (excluding Tencent if its Super exercise fully their Right of Participation remains in effectaccordance with sub-Section (d)(i) above. Each such Participation Rights Holder shall have ten five (105) Business Days from the date of receipt of any such Second Participation Notice to agree in writing to purchase up to all of such holder’s Pro Rata Share of such remaining New Securities for the price and upon the terms and conditions specified in the Second Participation Notice by giving written notice (the “Second Participation Period”) to notify the Company in substantively the form attached hereto as Exhibit C hereto and stating therein the quantity writing of New Securities to be purchased (not to exceed such Preferred Holder’s Pro Rata Share of such remaining New Securities). If any Preferred Holder fails to so agree in writing within such ten (10) Business Days period its desire to purchase such Preferred Holder’s full Pro Rata Share of an offering of New Securities, then such Preferred Holder shall forfeit the right hereunder to purchase that part of more than its Pro Rata Share of such the New Securities, stating the number of the additional New Securities it proposes to purchase. If, as a result thereof, the election by the Participation Rights Holders results in an oversubscription of New Securities exceeding the total number of the remaining New Securities that it did not so agree available for purchase, each oversubscribing Participation Rights Holder will be cut back by the Company with respect to purchase. Each holder’s Pro Rata Share, for purposes its oversubscription to the number of its Preemptive Rights under this subsection (ii), is the remaining New Securities equal to the ratio of product obtained by multiplying (ai) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which shall be the number of the Ordinary Shares owned by such Preferred Holder immediately prior to the issuance of New Securities (assuming full conversion of the Preferred Shares on an as-converted basis) held by such Preferred oversubscribing Participation Rights Holder) to (b) , and the denominator of which shall be the total number of the Ordinary Shares then outstanding immediately prior to (on an as-converted basis) held by all the issuance of the New Securities (assuming full conversion of the Preferred Shares). A Preferred Holder (excluding Tencent if its Super Right of oversubscribing Participation remains in effect) can at its sole discretion apportion its Pro Rata Share of such remaining New Securities among its Affiliates in any amountsRights Holders.

Second Participation Notice. In the event that (a) Tencent If any Participation Rights Holder fails or declines to exercise fully its Super Right of Participation in accordance with subsection (i) above, or (b) there are still New Securities remaining after Tencent exercises its Super Right of Participation in accordance with subsection (id)(i) above, the Company shall promptly give to all the Preferred Holders a written notice of its intention to issue New Securities (the “Second Participation Notice”), describing ) to the amount and the type of remaining New Securities and the price and the terms upon which the Company proposed Participation Rights Holders who agreed to issue such remaining New Securities. Each Preferred Holder (excluding Tencent if its Super fully exercise their Right of Participation remains (the “Rights Participants”) in effectaccordance with subsection (d)(i) above. Each Rights Participant shall have ten five (105) days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase. Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of receipt verbal notice. If as a result thereof, such oversubscription exceeds the total number of any such Second Participation Notice to agree in writing to purchase up to all of such holder’s Pro Rata Share of such the remaining New Securities available for purchase, the price and upon the terms and conditions specified in the Second Participation Notice oversubscribing Rights Participants will be cut back by giving written notice to the Company in substantively the form attached hereto as Exhibit C hereto and stating therein the quantity with respect to their oversubscriptions to that number of New Securities to be purchased (not to exceed such Preferred Holder’s Pro Rata Share of such remaining New Securities). If any Preferred Holder fails to so agree in writing within such ten (10) Business Days period to purchase such Preferred Holder’s full Pro Rata Share of an offering of New Securities, then such Preferred Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such remaining New Securities that it did not so agree to purchase. Each holder’s Pro Rata Share, for purposes of its Preemptive Rights under this subsection (ii), is equal to the ratio product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (aii) a fraction the numerator of which is the number of Ordinary Shares owned by such Preferred Holder immediately prior to the issuance of New Securities (assuming full conversion of the Preferred Shares all convertible securities) held by such Preferred Holder) to (b) each oversubscribing Rights Participant and the denominator of which is the total number of Ordinary Shares then outstanding immediately prior (assuming conversion of all convertible securities) held by all the oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the issuance Company pursuant to this subsection (d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) days from the date of the New Securities (assuming full conversion of the Preferred Shares). A Preferred Holder (excluding Tencent if its Super Right of Second Participation remains in effect) can at its sole discretion apportion its Pro Rata Share of such remaining New Securities among its Affiliates in any amountsNotice.