Common use of Transfer by the Investors Clause in Contracts

Transfer by the Investors. Each Investor (or its successor or assignee) may transfer any Shares held by it freely without any restriction, and each of the Founder Parties and the Company shall, and shall procure the other Shareholders (other than Investors) to, approve and take any action necessary to effect such proposed transfer, provided that (i) prior to November 9, 2017 for the Preferred Shares (other than the Series D Preferred Shares) or within eighteen (18) months following the Signing Date for the Series D Preferred Shares (the “Restriction Period”), no Shares shall be transferred by any such Investor to any competitor of the Group Companies listed in Part I of Exhibit G attached hereto (which list can be updated subject to the mutual consent of the Company and all the Investors) without prior consent of the Ordinary Majority (which consent shall not be unreasonably withheld or delayed), and (ii) in the event that any such Investor intends to initiate a sale of any Share to any competitor of the Group Companies listed in Part II of Exhibit G attached hereto (which list can be updated subject to the mutual consent of the Company and all the Investors), or to any competitor of the Group Companies listed in Part I of Exhibit G after November 9, 2017 for the Preferred Shares (other than the Series D Preferred Shares) or eighteen (18) months following the Signing Date for the Series D Preferred Shares, each of the Company and the Founder Parties shall have seven (7) days from the receipt of such Investor’s written notice of such intent to offer to purchase or cause to be purchased either by other holders of Preferred Shares or otherwise, all but not less than all of such offered shares by giving a written notice to such Investor (the “Offer Notice”), which shall set forth the consideration and other material terms of the purchase. In the event (a) the selling Investor rejects the terms set forth in the Offer Notice by notifying the offeror in writing, or (b) the transfer with the Company and/or the Founder Parties fails to consummate within fifteen (15) days after the Offer Notice, such selling Investor shall be entitled to transfer such offered shares freely without any restriction to any competitor of the Group Companies listed in both Part I and Part II of Exhibit G attached hereto or to any other third party. The Founder Parties, the Company and the Investors shall negotiate in good faith to decide whether the Restriction Period is to be extended upon the expiration or during the next round financing which occurs within the Restriction Period.

Transfer by the Investors. Each (a) For the avoidance of doubt, any Investor (or its successor or assigneeincluding for the avoidance of doubt holders of Warrants) may assign and transfer any Shares of the Company held by it freely without to any restriction, and each of the Founder Parties and the Company shall, and shall procure the other Shareholders (other than Investors) to, approve and take any action necessary to effect such proposed transfer, provided that (i) prior to November 9, 2017 for the Preferred Shares Person (other than the Series D transactions restricted pursuant to Section 5.10(b)), provided that such Investor shall notify the Company of such proposed transfer and assignment in advance. The transfer restrictions and requirements provided in this Section 5 (except for Section 5.8 and Section 5.10(b)) shall not apply to any sale or transfer of any Shares by any Investor. (b) In the event that any Investor proposes to transfer any of its Preferred Shares, Conversion Shares and/or other Equity Securities of any Group Company (the “Transferred Preferred Shares”) to (x) any Competitor (as defined below), (y) any Person that is, directly or indirectly, Controlled by any Competitor, or (z) any limited partnership or fund with any Competitor (A) acting as its general partner or fund manager or (B) holding, directly or indirectly, two-thirds (2/3) or within eighteen (18) months following more limited partnership interest thereof and also controlling a majority of seats in a decision-making committee, such Investor shall give to the Signing Date for Controlling Shareholder a written notice of the Series D transfer of its Transferred Preferred Shares (the “Restriction PeriodInvestor Notice”), no describing (I) the number of its Transferred Preferred Shares shall to be transferred transferred, (II) the consideration and the general terms upon which such Investor proposes to transfer such Transferred Preferred Shares, (III) the name and address of the prospective transferee, (IV) to the best knowledge of such Investor, whether such prospective transferee constitutes as a Person that is, directly or indirectly, Controlled by any Competitor, and (V) to the best knowledge of such Investor, whether such prospective transferee constitutes as a limited partnership or fund with any Competitor acting as its general partner or fund manager or holding, directly or indirectly, two-thirds (2/3) or more limited partnership interest thereof and also controlling a majority of seats in a decision-making committee; provided that the foregoing shall not apply to any proposed transfer of Transferred Preferred Shares by any Investor to any competitor of its Affiliates or to any other Person, which holds a passive minority investment in any Competitor, directly or indirectly, and does not possess the power or authority to direct, directly or indirectly, the business, management and policies of such Person other than certain protective rights for minority investors. Each of the Group Companies listed in Part I holders of Exhibit G attached hereto the Ordinary Shares, the Controlling Shareholder, the designated Persons of the Controlling Shareholder (which list can be updated collectively, the “Buyers”, and each a “Buyer”) shall have one (1) month (the “Purchase Period”) following receipt of the Investor Notice to elect to purchase all (but not part) the Transferred Preferred Shares at the same price and subject to the mutual consent same material terms and conditions as described in the Investor Notice, by notifying such Investor in writing before expiration of the Company and all Purchase Period as to its decision. In the Investors) without prior consent event the Buyers fail to notify their intention to exercise their right of first refusal within the Purchase Period in accordance with the terms hereof, the right of first refusal of the Ordinary Majority (which consent Buyers shall be terminated. To the extent the Buyers do not be unreasonably withheld elect to purchase or delayedfail to exercise such right of first refusal pursuant to this Section 5.10(b), the Transferred Preferred Shares subject to the Investor Notice, such Investor may conclude a transfer of the Transferred Preferred Shares covered by the Investor Notice which shall have not been elected to be purchased by the Buyers, provided that, in each case, (i) such transfer shall be at the same or higher price and upon non-price terms no more favorable to the transferee thereof than those described in the Investor Notice; and (ii) in the event that any transferee of such Transferred Preferred Shares shall have executed a deed of accession and become a party to, and to be bound by, this Agreement, assuming, subject to Sections 10.1 and 12.5, all the rights and obligations of such Investor intends under this Agreement with respect to initiate a sale of any Share to any competitor such Transferred Preferred Shares. A “Competitor” shall mean such Persons whose business is in direct competition with the Business of the Group Companies listed in Part II Companies, with the list of which attached as Exhibit G attached hereto (which B hereto. The list can of Competitors may be updated by the Controlling Shareholder once every six (6) months, subject to the mutual prior written consent of the Company Board, and all provided that the Investors), or to any competitor total number of the Group Companies listed Competitors under the updated list shall in Part I of Exhibit G after November 9, 2017 for the Preferred Shares no event exceed five (other than the Series D Preferred Shares) or eighteen (18) months following the Signing Date for the Series D Preferred Shares, each of the Company and the Founder Parties shall have seven (7) days from the receipt of such Investor’s written notice of such intent to offer to purchase or cause to be purchased either by other holders of Preferred Shares or otherwise, all but not less than all of such offered shares by giving a written notice to such Investor (the “Offer Notice”5), which shall set forth the consideration and other material terms of the purchase. In the event (a) the selling Investor rejects the terms set forth in the Offer Notice by notifying the offeror in writing, or (b) the transfer with the Company and/or the Founder Parties fails to consummate within fifteen (15) days after the Offer Notice, such selling Investor shall be entitled to transfer such offered shares freely without any restriction to any competitor of the Group Companies listed in both Part I and Part II of Exhibit G attached hereto or to any other third party. The Founder Parties, the Company and the Investors shall negotiate in good faith to decide whether the Restriction Period is to be extended upon the expiration or during the next round financing which occurs within the Restriction Period.

Transfer by the Investors. Each Investor (None of the Preferred Shareholders shall transfer any Shares directly or its successor or assignee) indirectly owned by it to any Competitors. Any Preferred Shareholder may transfer any Shares held by it freely (including any rights and obligations under the Transaction Documents) to any of its Affiliates without being subject to consent from any restriction, and each of the Founder other Parties and the Company shallrestrictions of other preferred rights (including but not limited to the restrictions under this Section 4.9 and any other applicable laws). If any Preferred Shareholder (the “Selling Preferred Shareholder”) proposes to sell or transfer any Shares held by it to any person other than one of its Affiliates (provided that such transferee is not a Competitor of the Group Companies), and then such Selling Preferred Shareholder shall procure promptly give written notice (the “Preferred Transfer Notice”) to other Shareholders (other than Investors) to, approve and take any action necessary to effect such proposed transfer, provided that (ithe “Preferred ROFR Holders”) prior to November 9such sale or transfer. The Preferred Transfer Notice shall describe in reasonable detail the proposed sale or transfer including, 2017 for without limitation, the Preferred number of Shares (other than the Series D Preferred Shares) to be sold or within eighteen (18) months following the Signing Date for the Series D Preferred Shares transferred (the “Restriction PeriodOffered Preferred Shares”), no Shares the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. Subject to Section 9 hereof, any attempt by an Investor to transfer any shares in violation of this Section 4.9 shall be transferred by any such Investor to any competitor void and result in the termination of the Group Companies listed in Part I of Exhibit G attached hereto (which list can be updated subject Information and Inspection Rights, the right to appoint and remove the mutual consent of the Company and all the Investors) without prior consent of the Ordinary Majority (which consent shall not be unreasonably withheld director or delayed), and (ii) in the event that any such Investor intends to initiate a sale of any Share to any competitor of the Group Companies listed in Part II of Exhibit G attached hereto (which list can be updated subject to the mutual consent of the Company and all the Investors), or to any competitor of the Group Companies listed in Part I of Exhibit G after November 9, 2017 for the Preferred Shares (other than the Series D Preferred Shares) or eighteen (18) months following the Signing Date for the Series D Preferred Shares, each of the Company and the Founder Parties shall have seven (7) days from the receipt priority right of such Investor’s written notice , and the Company hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such intent to offer to purchase or cause to be purchased either by other holders of Preferred Shares or otherwise, all but not less than all of such offered shares by giving a written notice to such Investor (the “Offer Notice”), which shall set forth the consideration and other material terms of the purchase. In the event Shares. (a) the selling Investor rejects the terms set forth in the Offer Notice by notifying the offeror in writing, or (b) the transfer with the Company and/or the Founder Parties fails to consummate within The Preferred ROFR Holders shall have an option for a period of fifteen (15) days after from receipt of the Offer Preferred Transfer Notice (the “Preferred Offering Period”) to elect to purchase its Pro Rata ROFR Share (as defined below) of the Offered Preferred Shares at the same price and subject to the same terms and conditions as described in the Preferred Transfer Notice. The Preferred ROFR Holders may exercise such purchase option and purchase its respective Pro Rata ROFR Share of the Offered Preferred Shares by notifying the Selling Preferred Shareholder in writing (the “Acceptance Notice”) before expiration of the Preferred Offering Period; such notice shall indicate that the Preferred ROFR Holder accepts the price, terms and conditions set forth in the Preferred Transfer Notice and such selling Investor Acceptance Notice shall be entitled binding on the Preferred ROFR Holder. (b) Each Preferred ROFR Holder’s “Pro Rata ROFR Share” is equal to transfer such offered shares freely without any restriction to any competitor the product obtained by multiplying the aggregate number of the Group Companies listed in both Part I and Part II of Exhibit G attached hereto or to any other third party. The Founder PartiesOffered Preferred Shares by a fraction, the Company numerator of which is the number of Ordinary Shares (on an as-converted basis) held by such Preferred ROFR Holder on the date of the Preferred Transfer Notice and the Investors denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all Preferred ROFR Holders at such time. A Preferred ROFR Holder shall negotiate in good faith not have a right to decide whether purchase any of the Restriction Period is to be extended upon the expiration or during the next round financing which occurs Offered Preferred Shares unless it exercises its right of first refusal within the Restriction Preferred Offering Period.