Common use of Holder’s Option Clause in Contracts

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying Transferor and the Company in writing, before expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Holders on such date. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re -allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen twenty (1520) days following the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying Transferor and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) held by all Holders on such date. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to the Company and to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re -allotment Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the such Holders or the Company pursuant to this Section 2.2 and shall instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen twenty (1520) days following the Holder’s 's receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying Transferor and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each Holder’s 's pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Shares Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Shares Equivalents) held by all Holders on such date. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re"RE-allotment Notice”ALLOTMENT NOTICE") to the Company and to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”"PURCHASING HOLDERS"). Such Re -allotment Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the each Holder shall be entitled to 3 Right of First Refusal and Co-Sale Agreement apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such the Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s 's receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 with respect to all (and not less than all) of the Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and shall instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder2.4. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen thirty (1530) days following the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying Transferor and the Company in writing, before expiration of the fifteen thirty (1530) day period after delivery of the Transfer Notice as to the number of such shares Offered Shares that it wishes to purchase (including any re-allotment)purchase. (iii) Each Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) held by all Holders on such date. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.29.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re -allotment Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i9.2(b)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Applicable Securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s Holder's receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d9.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 9.2 with respect to any or all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such the remaining Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 9.3 and 2.4 Section 9.4 hereunder. (viii) The If any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date the notice of such exercise is given by such Holder, the Transferor shall will have no further rights as a holder of such Offered Shares except the right to terminate or withdraw any Transfer Notice and any intent to transfer receive payment for such Offered Shares at any timefrom such Holder, whether or not any Holder has elected to purchase under this Section 2.2 any and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares offered therebyto be surrendered to the Company for transfer to such Holder.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying Transferor and the Company in writing, before expiration of the fifteen (15) day period as to the number of such shares that it wishes to purchase (including any re-allotment). (iii) Each Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) held by all Holders on such date, multiplied by the Offered Shares. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re -allotment Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i2.2(c)(iiii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 2.2(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holders Holder Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 2.2(c) any Offered Shares offered thereby. (ix) If the Company or any Holder exercises its right of first refusal to purchase the Offered Shares, then, upon the date of the completion of the relevant share transfers, the Transferor will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from the Company or such Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation or transfer to such Holder. (x) In the event that the Company or Holders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale right of the Holders as set forth in Section 2.3 below.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder The Holders shall have an option for a period of fifteen twenty (1520) days following from the Holder’s receipt of the Firm Offer Notice from the Key Common [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. Holder Transfer Notice set forth in Section 3.1(a) to elect to purchase its their respective pro rata share shares of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Firm Offer Notice. (ii) . Each Holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying Transferor the Key Common Holder and the Company in writing, before expiration of the fifteen twenty (1520) day period as to the number of such shares that which he, she or it wishes to purchase (including any re-allotment). (iii) . Each Holder’s pro rata share of the Offered Shares shall be a fractionfraction of the Offered Shares, of which the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Firm Offer Notice shall be the numerator and the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Holders on the date of the Firm Offer Notice shall be the denominator. Each Holder electing to exercise the right to purchase its full pro rata shares of the Offered Shares (a “Participating Holder”) shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Offered Shares, each such Participating Holder may exercise an additional right to purchase all or any portion of his, her or its pro rata share of the Offered Shares not previously purchased such that each Participating Holder will have a right to take up to 100% of any such remaining Offered Shares, regardless of whether his, her or its pro rata ownership in the Company is modified as a result of his, her or its exercise of this right of first refusal. For the purpose of the preceding sentence, each Participating Holder’s pro rata share shall be a fraction of the Offered Shares previously not purchased, the numerator of which shall be the number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Common Share EquivalentsPreferred Shares) owned held by such Participating Holder on the date of the Holder Transfer Firm Offer Notice and the denominator of which shall be the total number of Equity Securities shares of Common Stock (assuming the exercise, including shares of Common Stock issuable upon conversion and exchange of any Common Share EquivalentsPreferred Shares) held by all Participating Holders on such date. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share date of the Offered Shares (the “Purchasing Holders”)Firm Offer Notice. Such Re -allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and the Transferor. (vi) Key Common Holder of such allocation. If a Holder gives the Transferor Key Common Holder notice that it desires to purchase its pro rata share of the Offered SharesShares and, as the case may be, its reallotment, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such the Offered Shares to be purchased at a place agreed by upon between the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the CompanyHolder’s receipt of the Transfer Firm Offer Notice, unless such notice the Firm Offer Notice contemplated a later closing with the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d3.1(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Holder’s Option. (i) If Upon receipt by the Selling Founder of written notice from the Company at any time elects indicating the Company's election not to purchase all of the Offered Shares Securities pursuant to its right the Company's Right of first refusal in Section 2.2(b) hereofFirst Refusal, then each Holder the Selling Founder shall promptly so notify the Holders by written notice (the "COMPANY'S ELECTION NOTICE"). The Holders as a group shall have an option for a period of fifteen thirty (1530) days following the Holder’s from receipt of the Holder Transfer Company's Election Notice (the "NOTICE PERIOD") to elect to purchase its respective pro rata share all or any portion of the Offered Shares Securities at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice (the "HOLDERS' PURCHASE OPTION"); provided that, notwithstanding the foregoing sentence, the Holders' Purchase Option shall in any event expire on the 45th day after the Holders' receipt of the Transfer Notice. (ii) . Each Holder may exercise such purchase option the Holders' Purchase Option and, thereby, purchase all or any portion of his, her or its pro rata share (with any re-allotment reallotments as provided below) of the Offered Shares, Securities by notifying Transferor and the Company Selling Founder in writing, writing before expiration of the fifteen (15) day period Notice Period as to the number amount of such shares that Offered Securities which he, she or it wishes to purchase (including any re-allotmentreallotment). (iii) . Each Holder’s 's pro rata share of the Offered Shares Securities shall be a fractionfraction of the Offered Securities, the numerator of which shall be the number of Equity Securities shares of Common Stock (assuming the exerciseincluding, without limitation, shares of Common Stock issuable upon conversion and exchange of any Common Share EquivalentsSeries A Stock or other securities) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities shares of Common Stock (assuming the exerciseincluding, without limitation, shares of Common Stock issuable upon conversion and exchange of any Common Share EquivalentsSeries A Stock or other securities) held by all Holders on the date of the Transfer Notice shall be the denominator. Each Holder shall have a right of reallotment such date. (iv) If that, if any other Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected right to purchase its entire full pro rata share of the Offered Shares (Securities, the “Purchasing Holders”). Such Re -allotment Notice other participating Holders may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have exercise an additional right to purchase, on a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i) to include their respective pro rata share of basis, the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Securities not previously purchased. Each Holder shall be entitled to apportion Offered Shares Securities to be purchased among its directors, officers, members, stockholders, partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and Selling Founder of such allocation. If the Transferor. (vi) If a Holder gives Holders give the Transferor Selling Founder notice that it desires they desire to purchase the Offered SharesSecurities, then payment for the Offered Shares to be purchased Securities shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 any Offered Shares offered thereby.the

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen thirty (1530) days following from the Holder’s 's receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment allotments as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the fifteen (15) 30-day period as to the number of such shares that which it wishes to purchase (including any re-allotment). . For purposes of this clause (iii) Each ii), each Holder’s 's pro rata share of the Offered Shares Share shall be a fractionfraction of the Offered Shares, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Ordinary Shares Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) held by all Holders on such datethe date of the Transfer Notice shall be the denominator. (iviii) If any Each Holder fails to exercise such purchase option pursuant to this Section 2.2, the Transferor shall give notice which exercises its right of such failure first refusal under clause (the “Re-allotment Notice”ii) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares above (the “Purchasing Holders”). Such Re -allotment Notice may be made by telephone if confirmed in writing within two (2an "EXERCISING HOLDER") days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from that, if any other Holder fails to exercise the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed right to purchase under Section 2.2(b)(i) to include their respective its full pro rata share of the Offered Shares, the Exercising Holder may exercise an additional right to purchase a pro rata share of such unpurchased Offered Shares contained by notifying the Transferor and the Company in any Rewriting within ten (10) days after the expiration of the 30-allotment Noticeday period described in clause (ii) above. For purposes of this clause (iii), each Exercising Holder's pro rata share of the unpurchased Offered Shares shall be a fraction of the unpurchased Offered Shares (rounded to the nearest whole share), of which the number of shares to be purchased by such Exercising Holder under clause (ii) shall be the numerator, and the total number of shares to be purchased by all Exercising Holders under clause (ii) shall be the denominator. (viv) Subject to applicable securities Laws, the Each Holder shall be entitled to apportion the Offered Shares to be purchased among its partners and Affiliates upon written notice to affiliates, provided that such Holder notifies the Company and the TransferorTransferor of such allocation. (viv) If a Holder gives the Transferor notice that it desires to purchase its pro rata share of the Offered SharesShares and, as the case may be, its re-allotment, then payment for the Offered Shares to be purchased shall be by a cashier's or certified check or wire transfer in immediately available funds of the appropriate currencyfunds, against delivery of such the Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders parties and at the time of the scheduled closing therefor, which shall be no later than forty-five sixty (4560) days after the Company’s Holder's receipt of the Transfer Notice, unless such notice the Transfer Notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d2.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Holder’s Option. (i) If Each Holder other than the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Holder Transferor shall have an option for a period of fifteen twenty (1520) days following the Holder’s receipt of the Holder Transfer Notice (the “ROFO Option Period”) to elect to purchase all or any portion of its respective pro rata share (as defined below) of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying the Transferor and the Company in writing, writing before expiration of the fifteen (15) day period ROFO Option Period as to the number of such shares Offered Shares that it wishes to purchase (including any re-allotment)purchase. (iiiii) Each For the purposes of this Section 2.2(b), each Holder’s “pro rata share share” of the Offered Shares shall be equal to (i) the total number of Offered Shares multiplied by (ii) a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Ordinary Shares Equivalents) held by all Holders other than the Transferor on such date. (iviii) If any Holder fails to exercise such its right to purchase option pursuant to this Section 2.2its full pro rata share of the Offered Shares, the Transferor shall give deliver written notice of such failure (the “Re-allotment Second Notice”) within five (5) days after the expiration of the ROFO Option Period to the Company and each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the an “Purchasing HoldersExercising Shareholder”). Such Re -allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders Exercising Shareholders shall have a right of re-allotment allotment, and may exercise such that they shall have additional right to purchase such unpurchased Offered Shares by notifying the Transferor and the Company in writing within ten (10) days from after receipt of the date such Second Notice (the “Re-allotment Notice was given Period”); provided, however, that if the Exercising Shareholders desire to elect to increase purchase in aggregate more than the number of such unpurchased Offered Shares, then such unpurchased Offered Shares they agreed will be allocated to the extent necessary among the Exercising Shareholders in accordance with their relative pro rata shares, provided that no Exercising Shareholder shall be required to purchase under Section 2.2(b)(i) to include their respective pro rata share a number of the unpurchased Offered Shares contained in any Re-allotment Noticegreater than such Exercising Shareholder has applied for. (viv) Subject to applicable securities Laws, the each Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 and instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 and 2.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Holder’s Option. (i) If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 2.2(b) hereof, then each Each Holder shall have an option for a period of fifteen (15) days following the Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice. (ii) Each Holder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share (with any re-allotment as provided below) of the Offered Shares, by notifying Transferor and the Company in writing, before expiration of the fifteen (15) day period after delivery of the Transfer Notice as to the number of such shares Offered Shares that it wishes to purchase (including any re-allotment)purchase. (iii) Each Holder’s pro rata share of the Offered Shares shall be a fraction, the numerator of which shall be the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) owned by such Holder on the date of the Holder Transfer Notice and the denominator of which shall be the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Ordinary Share Equivalents) held by all Holders on such date. (iv) If any Holder fails to exercise such purchase option pursuant to this Section 2.29.2, the Transferor shall give notice of such failure (the “Re-allotment Notice”) to each other Holder that elected to purchase its entire pro rata share of the Offered Shares (the “Purchasing Holders”). Such Re -allotment Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Purchasing Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Re-allotment Notice was given to elect to increase the number of Offered Shares they agreed to purchase under Section 2.2(b)(i9.2(b)(iii) to include their respective pro rata share of the Offered Shares contained in any Re-allotment Notice. (v) Subject to applicable securities Laws, the Holder shall be entitled to apportion Offered Shares to be purchased among its partners and Affiliates upon written notice to the Company and the Transferor. (vi) If a Holder gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and all the participating Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s Holder's receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d9.2(c). (vii) Regardless of any other provision of this Agreement, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 2.2 9.2 with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 2.2 9.2 and instead shall be free to sell such Offered Shares pursuant to the Holders Transfer Notice, subject to Sections 2.3 9.3 and 2.4 Section 9.4 hereunder. (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 2.2 9.2 any Offered Shares offered thereby.