Common use of Exercise of Right of First Refusal Clause in Contracts

Exercise of Right of First Refusal. In the event a Shareholder (the “Transferring Shareholder”) desires to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any or all of the Company Securities then held by such Transferring Shareholder (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) deliver to each of the other Shareholders (the “Non-Transferring Shareholders”) a written notice (the “Disposition Notice”) describing the terms and conditions of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions). Each Non-Transferring Shareholder may exercise the Right of First Refusal and, thereby, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Notice, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as to the number of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “ROFR Second Response Period”), to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR shall be reduced, to the extent necessary, to such number based on the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares).

Exercise of Right of First Refusal. In Subject to Section 3 above, in the event a Restricted Shareholder (the “Transferring Shareholder”) desires proposes to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for transfer any or all of the Company Securities then held by such Transferring Shareholder its Ordinary Shares or Series Angel Preferred Shares (the Company Securities subject to such offer to be hereinafter called the “Target Shares”) to one or more third parties (each, a “Prospective Transferee”, which, for the avoidance of doubt, shall include both an existing shareholder and non-shareholder of the Company, who proposes to acquire such Target Shares), the Transferring Shareholder shall promptly (i) deliver to each Right of the other Shareholders (the “Non-Transferring Shareholders”) First Refusal Holder a written notice (the “Disposition Notice”) describing the Equity Securities to be transferred, terms and conditions of the offertransfer, including the purchase price (which shall be payable in cash only), material terms and conditions upon which the proposed transfer is to be made and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (. Each Right of First Refusal; Other Transfer Restrictions). Each Non-Transferring Shareholder Refusal Holder may exercise the Right of First Refusal and, thereby, purchase all or any part portion of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) such Right of First Refusal Holder’s respective pro rata share of the Target Shares at the same price and subject to substantially the same material terms and conditions as described in the Disposition Notice, by notifying the Transferring Shareholder in writing within thirty ten (3010) days Business Days after receiving the Disposition Notice (the “ROFR First Response Period”) as to stating the number of such Target Shares that it wishes to purchase. No Shareholder Right of First Refusal Holder shall have a right to purchase any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of 4.2, each Right of First Refusal), Refusal Holder’s pro rata share of the term “ROFR Pro Rata Portion” means that number of Company Securities Target Shares shall be equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered Shares, multiplied by the Disposition Notice by (ii) a fraction, (x) the numerator of which is shall be the number of Company Securities held by such Non-Transferring Shareholder Ordinary Shares (assuming the conversion of all securities convertible into Ordinary Preferred Shares and exercise of all warrants, options and other securities exercisable for Ordinary SharesWarrants) at held by such Right of First Refusal Holder on the time date of the sale or transfer Disposition Notice, and (y) the denominator of which is shall be the total number of Company Securities held by all Non-Transferring Shareholders Ordinary Shares (assuming the conversion of all securities convertible into Ordinary Preferred Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify Warrants) held on the Transferring Shareholder date of such Non-Transferring Shareholder’s exercise of its the Disposition Notice by all Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “ROFR Second Response Period”), to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR shall be reduced, to the extent necessary, to such number based on the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)Refusal Holders.

Exercise of Right of First Refusal. In (i) Upon receipt of the event a Shareholder Offer Notice, the Company (based on the “Transferring Shareholder”approval of the Special Committee) desires shall have until the end of the Notice Period to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any to purchase some or all of the Company Securities then held Offered Shares by such Transferring Shareholder (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) deliver to each of the other Shareholders (the “Non-Transferring Shareholders”) delivering a written notice (the an “Disposition Acceptance Notice”) describing to the terms applicable Stockholder Party, stating that it accepts the offer to purchase such Offered Shares. Notwithstanding the foregoing, if the Company and conditions Special Committee determine not to repurchase any Offered Shares, they will promptly notify such Stockholder Party prior to the expiration of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof such 20-day Notice Period that the disposition of the Target Shares to such Prospective Transferee would they will not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions)delivering an Acceptance Notice. Each Non-Transferring Shareholder may exercise the Right of First Refusal and, thereby, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Notice, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as to the number of such Target Shares that it wishes to purchase. No Shareholder The Company shall have a right to purchase any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target withdraw its Acceptance Notice within 40 days after the delivery thereof and not purchase the Offered Shares with cash in an amount equal if it is unable to obtain the financing required, if any, on terms acceptable to the fair market value Special Committee in its reasonable discretion, for the purchase thereof. Further notwithstanding the foregoing, in the event the Company has received Offer Notices from more than one Stockholder Party and the Company does not wish to purchase all of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of Offered Shares from such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal)Stockholder Parties, the term “ROFR Pro Rata Portion” means Company ACTIVE 232302890 shall exercise its right to purchase such portion of the Offered Shares from all of the Stockholder Parties that number of Company Securities equal have delivered an Offer Notice in accordance with subparagraph (b) above on a pro rata basis based on Subject Shares proposed to be sold by such Stockholder Parties; provided, however, that with respect to the product obtained by multiplying (i) initial Offer Notice preceding the aggregate number initial Takedown following the death of Target Shares covered by the Disposition Notice by (ii) a fractionXx. Xxxxx, the numerator Company shall exercise its rights to purchase such portion of which is the Offered Shares on the basis of twenty percent (20%) from Xxx. Xxxxx’ Group and eighty percent (80%) from the Daughters, directly or indirectly through the Daughters' Revocable Trust and/or the Daughters' LLC (collectively, the “Daughters’ Group”); and provided, further, that with respect to an Offer Notice from Stockholder Parties preceding a second Takedown, the Company shall exercise its rights to purchase Offered Shares on the following basis: The Company shall acquire from Xxx. Xxxxx’ Group the lesser of (1) eighty percent (80%) of the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Common Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale to be acquired or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration number of shares that Xxx. Xxxxx Group had originally proposed to sell in such Offer Notice. The Company shall acquire from the Daughters’ Group the lesser of (1) twenty percent (20%) of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion number of the Target Common Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two acquired or (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “ROFR Second Response Period”), to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target shares equal to (A) the number of Common Shares to be purchased by each Fully-Exercising ROFR shall be reduced, to the extent necessary, to such number based on acquired less (B) the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming Common Shares to be acquired from Xxx. Xxxxx’ Group pursuant to the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)immediately preceding sentence.

Exercise of Right of First Refusal. Throughout the entire Right of First Refusal Period, Agency shall have the right, but not the obligation, to purchase the Site on terms consistent with the terms under which the Site (or any portion thereof) are offered for sale. The Right of First Refusal shall be exercisable as follows: (i) Developer shall not, at any time during the Right of First Refusal Period, make any Transfer (as defined in Section 1216) which is subject to this Agreement (other than a Transfer permitted pursuant to Section 1216.1 or Section 1216.2(b) below), without first giving written notice thereof to Agency, which notice is hereinafter referred to as “Notice of Transfer”; (ii) the Notice of Transfer shall include the exact and complete terms of the proposed Transfer (which may be in the form of a letter of intent with the agreed-upon business terms) including terms for transfer of assets or stock of the business operated thereon, if applicable, and shall have attached thereto a photocopy of bona fide offer and counteroffer, if any, duly executed by both Developer and the prospective transferee; (iii) for a period of forty-five (45) days after receipt by Agency of the Notice of Transfer, Agency shall have the right to give written notice to Participant of Agency’s exercise of Agency’s right to purchase the interest proposed to be sold or otherwise transferred on the same terms, price and conditions as set forth in the Notice of Transfer. In the event a Shareholder (the “Transferring Shareholder”) desires to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any or all Developer does not receive written notice of Agency’s exercise of the Company Securities then held by such Transferring Shareholder (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) deliver to each of the other Shareholders (the “Non-Transferring Shareholders”) a written notice (the “Disposition Notice”) describing the terms and conditions of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions). Each NonRefusal herein granted within said forty-Transferring Shareholder may five (45) day period, there shall be a conclusive presumption that Agency has elected not to exercise the Right of First Refusal andhereunder, therebyand Developer may transfer the interest proposed to be transferred on the same terms set forth in the Notice of Transfer (subject to Minor Modifications, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below); (iv) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Notice, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as event Agency declines to the number of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises exercise its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value after receipt of the non-cash consideration offered Notice of Transfer and thereafter, (A) Developer and the prospective transferee purchaser (1) modify by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 more than five percent (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying 5%): (ia) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “ROFR Second Response Period”), to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR shall be reduced, to the extent necessary, to such number based on the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares).sales price,

Exercise of Right of First Refusal. In the event a Shareholder (the “Transferring Shareholder”) desires The Right of First Refusal set ----------------------------------- forth in this Article V may be exercised first by each Holder as to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any or all of the Offered Securities by giving notice to the Seller and the Company Securities then held within fifteen (15) days of the receipt by such Transferring Shareholder Holder of the Transfer Notice (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) deliver to each of the other Shareholders (the “Non-Transferring Shareholders”) a written notice (the “Disposition Notice”) describing the terms and conditions of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions"Notice Period"). Each Non-Transferring Shareholder may exercise the Right of First Refusal and, thereby, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Notice, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as to the number of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders Holder shall have a right of overallotmentover-allotment such that if the other Holders fails to exercise its right hereunder to purchase its pro rata share of Offered Securities, exercisable the other Holders may purchase the non-purchasing Holder's entire portion within five (5) days from the date the Company provides the "ROFR Notice" as defined herein. Each Holder's pro rata share, for purposes of this Right of First Refusal, is the ratio of the number of shares of Common Stock Equivalents owned by such Holder immediately prior to the date of the Transfer Notice, to the total number of shares of Common Stock Equivalents owned by all Holders immediately prior to the date of the Transfer Notice. Immediately upon receiving the Overallotment termination of the Notice Period, the Company shall notify each Holder as to whether, and to what extent, the other Holders failed to fully exercise their rights hereunder (the “"ROFR Second Response Period”Notice"), to buy up . If the Holders do not exercise their Right of First Refusal as to all of such Offered Securities within such period, then the unsold Target Shares, Seller shall have thirty (30) days thereafter to Transfer (or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, enter into an agreement pursuant to which the number Transfer of unsold Target Shares to be purchased by each Fully-Exercising ROFR Offered Securities covered thereby shall be reducedclosed, if at all, within twenty (20) days from the date of said agreement) the Offered Securities respecting which the rights of the Camden Purchasers were not exercised at a price and upon terms no more favorable to the extent necessaryTransferees thereof than specified in the Transfer Notice, all subject to Article VI hereof (Right of Co-Sale). In ---------- the event the Seller has not Transferred the Offered Securities within such number based on thirty (30) day period (or Transferred Offered Securities in accordance with the number foregoing within twenty (20) days from the date of Company such agreement) the Seller shall not thereafter Transfer any Offered Securities, without first offering such Offered Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming to the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by Holders in the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)manner provided above.

Exercise of Right of First Refusal. In the event a Shareholder (the “Transferring Shareholder”) desires The Right of First Refusal set forth in this Article V may be exercised first by each Holder as to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any or all of the Offered Securities by giving notice to the Seller and the Company Securities then held within fifteen (15) days of the receipt by such Transferring Shareholder Holder of the Transfer Notice (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) deliver to each of the other Shareholders (the “Non-Transferring Shareholders”) a written notice (the “Disposition Notice”) describing the terms and conditions of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions"Notice Period"). Each Non-Transferring Shareholder may exercise the Right of First Refusal and, thereby, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Notice, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as to the number of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders Holder shall have a right of overallotmentover-allotment such that if the other Holders fails to exercise its right hereunder to purchase its pro rata share of Offered Securities, exercisable the other Holders may purchase the non-purchasing Holder's entire portion within five (5) days from the date the Company provides the "ROFR Notice" as defined herein. Each Holder's pro rata share, for purposes of this Right of First Refusal, is the ratio of the number of shares of Common Stock Equivalents owned by such Holder immediately prior to the date of the Transfer Notice, to the total number of shares of Common Stock Equivalents owned by all Holders immediately prior to the date of the Transfer Notice. Immediately upon receiving the Overallotment termination of the Notice Period, the Company shall notify each Holder as to whether, and to what extent, the other Holders failed to fully exercise their rights hereunder (the “"ROFR Second Response Period”Notice"), to buy up . If the Holders do not exercise their Right of First Refusal as to all of such Offered Securities within such period, then the unsold Target Shares, Seller shall have thirty (30) days thereafter to Transfer (or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, enter into an agreement pursuant to which the number Transfer of unsold Target Shares to be purchased by each Fully-Exercising ROFR Offered Securities covered thereby shall be reducedclosed, if at all, within twenty (20) days from the date of said agreement) the Offered Securities respecting which the rights of the Camden Purchasers were not exercised at a price and upon terms no more favorable to the extent necessaryTransferees thereof than specified in the Transfer Notice, all subject to Article VI hereof (Right of Co-Sale). In the event the Seller has not Transferred the Offered Securities within such number based on thirty (30) day period (or Transferred Offered Securities in accordance with the number foregoing within twenty (20) days from the date of Company such agreement) the Seller shall not thereafter Transfer any Offered Securities, without first offering such Offered Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming to the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by Holders in the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)manner provided above.

Exercise of Right of First Refusal. In the event a Shareholder (the “Transferring Shareholder”) desires The Right of First Refusal set forth in this Section 20 may be exercised first by each Nonselling Holder as to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any or all of the Company Offered Securities then held by giving notice to the Seller within seven (7) business days of the receipt by such Transferring Shareholder (Nonselling Holder of the Company Securities subject Transfer Notice. Each Nonselling Holder shall have a right of over- allotment such that if any other holder fails to such offer exercise its right hereunder to be hereinafter called the “Target Shares”)purchase its pro rata share of Offered Securities, the Transferring Shareholder shall promptly (i) deliver to each of other holders may purchase the other Shareholders (non-purchasing holder's portion on a pro rata basis. If the “Non-Transferring Shareholders”) a written notice (the “Disposition Notice”) describing the terms and conditions of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would Nonselling Holders do not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions). Each Non-Transferring Shareholder may exercise the their Right of First Refusal andas to all of such Offered Securities within such period, thereby, purchase then the Company (or a designee approved by the Board and identified to the Seller in writing before exercise) may exercise its Right of First Refusal as to any or all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Noticeremaining Offered Securities, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as to the number of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises expiration of the Nonselling Persons' Right of First Refusal. If the Company does not exercise its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered such period as to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Periodremaining Offered Securities, then the Transferring Shareholder shall, as soon as possible but in any event within two Seller shall have sixty (260) days after thereafter to sell (or enter into an agreement pursuant to which the expiration sale of Offered Securities covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) the Offered Securities respecting which the rights of the ROFR First Response Period, give Nonselling Holders and the Company were not exercised at a written notice price and upon terms no more favorable to the transferees thereof than specified in the Transfer Notice. In the event the Seller has not sold the Offered Securities within such sixty (60) day period (or sold and issued Offered Securities in accordance with the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares foregoing within thirty (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (530) days upon receiving from the Overallotment Notice (date of such agreement) the “ROFR Second Response Period”)Seller shall not thereafter issue or sell any Offered Securities, to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR shall be reduced, without first offering such Offered Securities to the extent necessary, to such number based on Nonselling Holders and the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming in the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)manner provided above.

Exercise of Right of First Refusal. In the event a Shareholder (the “Transferring Shareholder”) desires The Right of First Refusal set forth in this Section 20 may be exercised first by each Nonselling Holder as to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any or all of the Company Offered Securities then held by giving notice to the Seller within seven (7) business days of the receipt by such Transferring Shareholder (Nonselling Holder of the Company Securities subject Transfer Notice. Each Nonselling Holder shall have a right of over-allotment such that if any other holder fails to such offer exercise its right hereunder to be hereinafter called the “Target Shares”)purchase its pro rata share of Offered Securities, the Transferring Shareholder shall promptly (i) deliver to each of other holders may purchase the other Shareholders (non-purchasing holder's portion on a pro rata basis. If the “Non-Transferring Shareholders”) a written notice (the “Disposition Notice”) describing the terms and conditions of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would Nonselling Holders do not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions). Each Non-Transferring Shareholder may exercise the their Right of First Refusal andas to all of such Offered Securities within such period, thereby, purchase then the Company (or a designee approved by the Board and identified to the Seller in writing before exercise) may exercise its Right of First Refusal as to any or all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Noticeremaining Offered Securities, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as to the number of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises expiration of the Nonselling Persons' Right of First Refusal. If the Company does not exercise its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered such period as to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Periodremaining Offered Securities, then the Transferring Shareholder shall, as soon as possible but in any event within two Seller shall have sixty (260) days after thereafter to sell (or enter into an agreement pursuant to which the expiration sale of Offered Securities covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) the Offered Securities respecting which the rights of the ROFR First Response Period, give Nonselling Holders and the Company were not exercised at a written notice price and upon terms no more favorable to the transferees thereof than specified in the Transfer Notice. In the event the Seller has not sold the Offered Securities within such sixty (60) day period (or sold and issued Offered Securities in accordance with the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares foregoing within thirty (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (530) days upon receiving from the Overallotment Notice (date of such agreement) the “ROFR Second Response Period”)Seller shall not thereafter issue or sell any Offered Securities, to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR shall be reduced, without first offering such Offered Securities to the extent necessary, to such number based on Nonselling Holders and the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming in the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)manner provided above.

Exercise of Right of First Refusal. In The Company (or its assignees) shall, for a period of twenty (20) days following receipt of the event a Shareholder (Disposition Notice, have the “Transferring Shareholder”) desires right to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for purchase any or all of the Company Securities then held Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall be exercisable by such Transferring Shareholder (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) deliver to each of the other Shareholders (the “Non-Transferring Shareholders”) a written notice (the “Disposition "Exercise Notice”") describing delivered to the terms and conditions Selling Shareholder prior to the expiration of the offer, including the purchase price and the identity of the Prospective Transferee; and twenty (ii20) provide satisfactory proof that the disposition day exercise period. If such right is exercised with respect to all or some of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions). Each Non-Transferring Shareholder may exercise the Right of First Refusal and, thereby, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described specified in the Disposition Notice, by notifying then the Transferring Shareholder in writing within thirty Company (30or its assignees) shall effect the purchase of such Target Shares, including payment of the purchase price, not more than ten (10) business days after receiving delivery of the Exercise Notice; and at such time the Selling Shareholder shall deliver to the Company the certificates representing the Target Shares to be purchased, properly Should the purchase price specified in the Disposition Notice (the “ROFR First Response Period”) as to the number be payable in property other than cash or evidences of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash considerationindebtedness, the Non-Transferring Shareholders Company (or its assignees) shall nevertheless have the right to pay for such Target Shares with the purchase price in the form of cash equal in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-property. If the Selling Shareholder and the Company (or its assignees) cannot agree on such cash consideration value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be conclusively determined in good faith made by an appraiser of recognized standing selected by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Selling Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Sharesor its assignees). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case they cannot agree on an appraiser within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two twenty (220) days after the expiration Company's receipt of the ROFR First Response PeriodDisposition Notice, give each shall select an appraiser of recognized standing and the two appraisers shall designate a written notice third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Selling Shareholder and the Company. The closing shall then be held on the latter of (a) the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion fifth business day following delivery of the Target Shares Exercise Notice or (b) the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders 15th day after such cash valuation shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “ROFR Second Response Period”), to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR shall be reduced, to the extent necessary, to such number based on the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)been made.

Exercise of Right of First Refusal. In (i) Upon receipt of the event a Shareholder Offering Notice, the BSOF Entities (in each of their sole discretion) shall have until the “Transferring Shareholder”) desires end of the ROFR Notice Period to accept the Company’s offer to purchase all or a bona fide offer from a third party portion of each of their pro rata share of the New Equity Securities (other than provided, that such portion shall be at least 25% of such pro rata share of the Restricted PersonsNew Equity Securities), based on the number of Public Shares beneficially owned or held, directly or indirectly, by each of the BSOF Entities (or their affiliated transferees) at the time of receipt of the Offering Notice (which number shall not exceed the Ownership Cap (as defined herein) for purposes of this calculation) (the “Prospective TransfereeBSOF Ownership Amount”) for any or all out of the Company Securities then held sum of (A) the total number of Class A Shares and Class C Shares that the Forward Contract Parties have agreed to purchase pursuant to the Forward Purchase Contracts plus (B) the BSOF Ownership Amount, by such Transferring Shareholder (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) deliver to each of the other Shareholders (the “Non-Transferring Shareholders”) delivering a written notice (the a “Disposition ROFR Notice”) describing to the Company stating that it accepts the Company’s offer to purchase all or a portion, as applicable, of such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the BSOF Entities. Following delivery of any such ROFR Notice, the BSOF Entities shall take all steps reasonably necessary to effect the consummation of the ROFR Financing for all (or a portion thereof, as applicable) of its pro rata portion of the New Equity Securities to be sold in such ROFR Financing in accordance with the applicable definitive documentation setting forth the terms and conditions of such ROFR Financing. As used herein, the offer“Ownership Cap” shall initially mean 4,000,000 Class A Shares in the aggregate for the BSOF Entities (or their affiliated transferees); provided, including that if the purchase price actual number of Public Units offered and sold in the identity IPO is less than 30,000,000 (without regard to any exercise of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictionsover-allotment option). Each Non-Transferring Shareholder may exercise the Right of First Refusal and, thereby, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Notice, by notifying the Transferring Shareholder in writing within thirty (30) days after receiving the Disposition Notice (the “ROFR First Response Period”) as to the number of such Target Shares that it wishes to purchase. No Shareholder shall have a right to purchase any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “ROFR Second Response Period”), to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR Ownership Cap shall be reduced, to the extent necessary, to such number based automatically reduced on the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided by the number of Company Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares)a pro rata basis.