Common use of Overallotment Clause in Contracts

Overallotment. If any Shareholder fails to exercise its Preemptive Right to purchase its full pro rata share of the New Securities (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising Holders”), the Company shall, within five (5) days after the expiration of the Participation Period, deliver written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “Remaining Securities”) to each Shareholder that has exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 4.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of the remaining unpurchased New Securities, and Ctrip shall have the right, but not the obligation, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentence.

Overallotment. If any Shareholder Preemptive Right Holder fails to exercise its Preemptive Right to purchase its full pro rata share of the any New Securities (each, a “Non-Exercising Preemptive Right Holder”, and collectively, the “Non-Exercising Holders”), the Company shall, within five three (53) days Business Days after the expiration of the Participation Periodfifteen (15) day period described in Section 5.2 above, deliver written notice (“Second Participation Notice”) specifying the aggregate number of the remaining unpurchased New Securities that were eligible for purchase by all the Non-Exercising Preemptive Right Holders (the “Remaining Securities”) to each Shareholder Preemptive Right Holder that has exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Preemptive Right Holder”, and collectively, the “Exercising Holders”). Each Exercising Preemptive Right Holder shall have a right of overallotment, and may exercise an additional such right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days Business Days after receipt of the notice by Second Participation Notice that it proposes to buy an additional number (an “Additional Number”) of the Company pursuant to the prior sentence of this Section 4.3Remaining Securities; provided, however, that if the Exercising Preemptive Right Holders desire to purchase in aggregate more than the number of the Remaining Securities, then each Exercising Preemptive Right Holder who proposes to buy more than such number of Remaining Securities equal to the product obtained by multiplying (i) the number of the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had by (ii) a chance to exercise its right of overallotment as outlined in Section 4.3 hereinfraction, the Company shall, within five (5) days after numerator of which is the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of the remaining unpurchased New SecuritiesOrdinary Shares held by such Exercising Preemptive Right Holder on an issued and outstanding and as-converted basis and the denominator of which is the total number of Ordinary Shares held by all Exercising Preemptive Right Holders on an issued and outstanding and as-converted basis (an “Oversubscribing Fully Participating Preemptive Right Holder”) will be cut back by the Company with respect to its oversubscription to that number of the Remaining Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Remaining Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares held by such Oversubscribing Fully Participating Preemptive Right Holder on an issued and Ctrip outstanding and as-converted basis and the denominator of which is the total number of the Ordinary Shares held by all the Oversubscribing Fully Participating Preemptive Right Holders on an issued and outstanding and as-converted basis. Each Exercising Preemptive Right Holder shall have the right, but not the obligation, be obligated to purchase all buy such unpurchased number of New Securities by notifying the Company in writing within ten (10) days after receipt of the notice as determined by the Company pursuant to this sentenceSection 5.3 and the Company shall so notify the Exercising Preemptive Right Holder within fifteen (15) Business Days following the date of the Second Participation Notice.

Overallotment. If In the event any Shareholder Preferred Holder fails to exercise its Preemptive Right right to purchase its full Pro Rata Share of New Securities, each Preferred Holder who delivered an Exercise Notice for such Preferred Holder’s total Pro Rata Share of New Securities (an “Overallotment Purchaser”) shall have a right to purchase such Overallotment Purchaser’s pro rata share of the New Securities with respect to which Preferred Holders have failed to exercise their rights hereunder (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising HoldersRemaining New Securities”), the Company shall. In such case, within twenty-five (525) days after the expiration date of the Participation PeriodSale Notice, deliver the Company shall provide written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “Remaining SecuritiesOverallotment Notice”) to each Shareholder that has exercised its right Overallotment Purchaser, which shall state the total amount of Remaining New Securities, and the pro rata portion of such Remaining New Securities which each Overallotment Purchaser is entitled to purchase. Each Overallotment Purchaser wishing to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the such Remaining Securities by notifying the Company shall amend such Overallotment Purchaser’s Exercise Notice in writing within ten (10) days after receipt from the date of the notice by Overallotment Notice. For the Company pursuant to the prior sentence purpose of this Section 4.3; provided7.4, however, that if the Exercising Holders desire to purchase in aggregate more than the number an Overallotment Purchaser’s pro rata share of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment shall be calculated as outlined provided in Section 4.3 herein7.2, except that the Company shall, within five (5) days after the expiration denominator of the ten (10) days outlined in fraction shall be the prior sentence, deliver a written notice to Ctrip specifying sum of the aggregate total number of shares of Common Stock issued or issuable upon conversion of shares of Preferred Stock held by all of the remaining unpurchased New Securities, Overallotment Purchasers and Ctrip shall have the righttotal number of Common Shares then held by such Overallotment Purchaser that were sold and issued to such Overallotment Purchaser pursuant to Section 1.2 of the Series B Stock Purchase Agreement, but not the obligationshall exclude shares of Common Stock issuable on conversion of other preferred stock or other convertible securities or on exercise of options, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentencerights, or warrants.

Overallotment. If In the event any Shareholder Preferred Holder fails to exercise its Preemptive Right right to purchase its full Pro Rata Share of New Securities, each Preferred Holder who delivered an Exercise Notice for such Preferred Holder’s total Pro Rata Share of New Securities (an “Overallotment Purchaser”) shall have a right to purchase such Overallotment Purchaser’s pro rata share of the New Securities with respect to which Preferred Holders have failed to exercise their rights hereunder (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising HoldersRemaining New Securities”), the Company shall. In such case, within twenty-five (525) days after the expiration date of the Participation PeriodSale Notice, deliver the Company shall provide written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “Remaining SecuritiesOverallotment Notice”) to each Shareholder that has exercised its right Overallotment Purchaser, which shall state the total amount of Remaining New Securities, and the pro rata portion of such Remaining New Securities which each Overallotment Purchaser is entitled to purchase. Each Overallotment Purchaser wishing to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the such Remaining Securities by notifying the Company shall amend such Overallotment Purchaser’s Exercise Notice in writing within ten (10) days after receipt from the date of the notice by Overallotment Notice. For the Company pursuant to the prior sentence purpose of this Section 4.3; provided7.4, however, that if the Exercising Holders desire to purchase in aggregate more than the number an Overallotment Purchaser’s pro rata share of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment shall be calculated as outlined provided in Section 4.3 herein7.2, except that the Company shall, within five (5) days after the expiration denominator of the ten (10) days outlined in fraction shall be the prior sentence, deliver a written notice to Ctrip specifying sum of the aggregate total number of shares of Common Stock issued or issuable upon conversion of shares of Preferred Stock held by all of the remaining unpurchased New Securities, Overallotment Purchasers and Ctrip shall have the righttotal number of Common Shares held by all Overallotment Purchasers that were issued pursuant to Section 1.2 of this Agreement, but not the obligationshall exclude shares of Common Stock issuable on conversion of other preferred stock or other convertible securities or on exercise of options, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentencerights, or warrants.

Overallotment. If any Preferred Shareholder or any other Shareholders with preemptive rights of any kind fails to exercise its Preemptive Right or other relevant right to purchase its full pro rata share of the any New Securities (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising HoldersShareholder”), the Company shall, within five (5) days after the expiration of the Participation Periodforty five (45) day period described in Section 5.2 above or other time limit to exercise the Preemptive Rights, deliver a written notice specifying the aggregate number of the remaining unpurchased New Securities that were eligible for purchase by all the Non-Exercising Holders Shareholders (the “Remaining Securities”) to each Preferred Shareholder that has exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising HoldersShareholder of Preemptive Rights”). Each Exercising Holder Shareholder of Preemptive Rights shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 4.35.3; provided, however, that if the Exercising Holders Shareholders of Preemptive Rights desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders Shareholders of Preemptive Rights in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance shares determined according to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of all Ordinary Shares held by an Exercising Shareholder of Preemptive Rights in relation to the remaining unpurchased aggregate number of all Ordinary Shares held by all Exercising Shareholders of Preemptive Rights who participate in such allocation step immediately prior to the issuance of the New Securities, each calculated on an as-converted and Ctrip shall have the right, but not the obligation, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentencefully diluted basis.

Overallotment. If any Shareholder fails to exercise its Preemptive Right In the event that not all of the Major Investors elect to purchase its full their pro rata share of the New Equity Securities available pursuant to their rights under Section 4.2 within the time period set forth therein (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising HoldersParticipating Investors”), then the Company shallshall promptly give written notice (the “Overallotment Notice”) to each of the Major Investors who is a holder of Series B Preferred Stock, within Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock Series E Preferred Stock and/or the Warrant (to the extent the Warrant has not expired and is exercisable at such date for at least 30% of the Initial Warrant Shares) and who has elected to purchase all of its pro rata share pursuant to Section 4.2 (each, a “Fully Participating Investor”) which notice shall set forth the number of shares of Equity Securities not purchased by the Non-Participating Investors, in their capacity as holders of Series B Preferred Stock and/or Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and/or Series E Preferred Stock and/or the Warrant (to the extent the Warrant has not expired and is exercisable at such date for at least 30% of the Initial Warrant Shares), as the case may be (the “Unsubscribed Shares”), and shall offer such Fully Participating Investors the right to acquire such Unsubscribed Shares. Each Fully Participating Investor shall have five (5) days after the expiration of the Participation Period, deliver written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “Remaining Securities”) to each Shareholder that has exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) business days after receipt of the notice by the Company pursuant Overallotment Notice to the prior sentence of this Section 4.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate Company (each, a “Participating Investors Overallotment Notice”) indicating the maximum number of the remaining unpurchased New SecuritiesUnsubscribed Shares that such Fully Participating Investor desires to purchase, and Ctrip each such Fully Participating Investor shall have be entitled to purchase such number of Unsubscribed Shares on the rightsame terms and conditions as set forth in the Company Notice. In the event that the Fully Participating Investors desire, but not in the obligationaggregate, to purchase all such unpurchased New Securities Unsubscribed Shares in excess of the total number of available Unsubscribed Shares, then the number of Unsubscribed Shares that each Fully Participating Investor may purchase shall be reduced on a pro rata basis. The Fully Participating Investors shall then effect the purchase of the Unsubscribed Shares, including payment of the purchase price by notifying check or wire transfer at the Company in writing within ten time of the scheduled closing therefor, which shall be no later than fifteen (1015) days after receipt delivery of the notice Participating Investors Overallotment Notice, and at such time, the Company shall deliver to the Fully Participating Investors the certificate(s) representing the Unsubscribed Shares to be purchased by the Company pursuant Fully Participating Investors, each certificate to this sentencebe properly endorsed for transfer.

Overallotment. If any Shareholder ROFR Holder fails to exercise its Preemptive Right notify the Founder Restricted Seller and the Company prior to the end of the ROFR Period, it shall be deemed to have declined the Purchase Offer. In the event that not all of the ROFR Holders elect to purchase its full all of their pro rata share amount of the New Securities ROFR Shares, then the Company shall promptly give written notice (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising HoldersROFR Overallotment Notice”) to each of the ROFR Holders who have fully exercised their right of first refusal set forth in Section 1.1(a) (the “Right of First Refusal”), which shall set forth the Company shallnumber of ROFR Shares not purchased by the other ROFR Holders and available for purchase, within and shall offer such fully exercising ROFR Holders the right to acquire such unsubscribed shares. Each fully exercising ROFR Holder shall have five (5) days after the expiration receipt of the Participation PeriodROFR Overallotment Notice to deliver a notice (the “Exercising ROFR Holder’s Notice”) to the Founder Restricted Seller (together with a copy thereof to the Company) of its irrevocable commitment to purchase any or all of the shares available for purchase on a pro rata basis, deliver written notice specifying based upon the number of Ordinary Shares held by such ROFR Holder relative to the aggregate number of the remaining New Securities that were eligible for purchase Ordinary Shares held by all fully exercising ROFR Holders who deliver an Exercising ROFR Holder’s Notice. If the Non-Exercising ROFR Holders (the “Remaining Securities”) to each Shareholder that has exercised its right elect to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectivelyany ROFR Shares, the “Exercising ROFR Holders”). Each Exercising Holder , shall have a right purchase and pay, by wire transfer of overallotment, and may exercise immediately available funds to an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice account designated by the Company pursuant to the prior sentence of this Section 4.3; providedFounder Restricted Seller, however, that if the Exercising Holders desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, for such ROFR Shares within five (5) days Business Days after the date on which all such ROFR Shares have been accepted; provided that, if the Transfer of such ROFR Shares is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of the remaining unpurchased New Securities, and Ctrip five Business Days after all such approvals shall have the rightbeen received, but not the obligation, to purchase all in no event shall such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentenceperiod be extended for more than an additional 90 days.

Overallotment. If In the event any Shareholder Participation Rights Holder fails to ------------- exercise its Preemptive Right right to purchase its full pro rata share of New Securities, each Participation Rights Holder who delivered an Exercise Notice for such Participation Rights Holder's total pro rata share of New Securities (an "Overallotment Participation Rights Holder") shall have a right to purchase such Overallotment Participation Rights Holder's pro rata share of the New Securities with respect to which Participation Rights Holders have failed to exercise their rights hereunder (each"Remaining New Securities"). In such case, a “Non-Exercising Holder”, and collectively, within twenty five (25) days after the “Non-Exercising Holders”)delivery of the Sale Notice, the Company shallshall provide written notice ("Overallotment Notice") to each Overallotment Participation Rights Holder, which shall state the total amount of Remaining New Securities, and the pro rata portion of such Remaining New Securities which each Overallotment Participation Rights Holder is entitled to purchase. Each Overallotment Participation Rights Holder wishing to purchase such Remaining Securities shall amend such Overallotment Participation Rights Holder's Exercise Notice in writing within five (5) days after from the expiration date of delivery of the Overallotment Notice. For the purpose of this Section 1.4, an Overallotment Participation Period, deliver written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “Remaining Securities”) to each Shareholder that has exercised its right to purchase its full Rights Holder's pro rata share of the Remaining New Securities (eachshall be calculated as provided in Section 1.2, an “Exercising Holder”, and collectively, except that the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt denominator of the notice by fraction shall be the Company pursuant to the prior sentence of this Section 4.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the total number of the Remaining Securitiesshares of Common Stock issued or issuable upon conversion of Series A Stock, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration Series B Stock or Series E Stock held by all of the ten (10) days outlined in the prior sentenceOverallotment Participation Rights Holders but shall exclude shares of Common Stock issuable on conversion of other Preferred Stock or other convertible securities or on exercise of options, deliver a written notice to Ctrip specifying the aggregate number of the remaining unpurchased New Securities, and Ctrip shall have the right, but not the obligation, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentencerights or warrants.

Overallotment. If any Shareholder fails to exercise its Preemptive Right In the event that not all of the Major Investors elect to purchase its full their pro rata share of the New Equity Securities available pursuant to their rights under Section 4.2 within the time period set forth therein (collectively, the “Non- Participating Investors”), then the Company shall promptly give written notice (the “Overallotment Notice”) to each of the Major Investors who is a holder of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock Series E Preferred Stock and/or the Warrant (to the extent the Warrant has not expired and is exercisable at such date for at least 30% of the Initial Warrant Shares) and who has elected to purchase all of its pro rata share pursuant to Section 4.2 (each, a “Fully Participating Investor”) which notice shall set forth the number of shares of Equity Securities not purchased by the Non-Exercising Holder”Participating Investors, in their capacity as holders of Series B Preferred Stock and/or Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and/or Series E Preferred Stock and/or the Warrant (to the extent the Warrant has not expired and collectivelyis exercisable at such date for at least 30% of the Initial Warrant Shares), as the case may be (the “Non-Exercising HoldersUnsubscribed Shares”), and shall offer such Fully Participating Investors the Company shall, within right to acquire such Unsubscribed Shares. Each Fully Participating Investor shall have five (5) days after the expiration of the Participation Period, deliver written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “Remaining Securities”) to each Shareholder that has exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) business days after receipt of the notice by the Company pursuant Overallotment Notice to the prior sentence of this Section 4.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate Company (each, a “Participating Investors Overallotment Notice”) indicating the maximum number of the remaining unpurchased New SecuritiesUnsubscribed Shares that such Fully Participating Investor desires to purchase, and Ctrip each such Fully Participating Investor shall have be entitled to purchase such number of Unsubscribed Shares on the rightsame terms and conditions as set forth in the Company Notice. In the event that the Fully Participating Investors desire, but not in the obligationaggregate, to purchase all such unpurchased New Securities Unsubscribed Shares in excess of the total number of available Unsubscribed Shares, then the number of Unsubscribed Shares that each Fully Participating Investor may purchase shall be reduced on a pro rata basis. The Fully Participating Investors shall then effect the purchase of the Unsubscribed Shares, including payment of the purchase price by notifying check or wire transfer at the Company in writing within ten time of the scheduled closing therefor, which shall be no later than fifteen (1015) days after receipt delivery of the notice Participating Investors Overallotment Notice, and at such time, the Company shall deliver to the Fully Participating Investors the certificate(s) representing the Unsubscribed Shares to be purchased by the Company pursuant Fully Participating Investors, each certificate to this sentencebe properly endorsed for transfer.

Overallotment. If any Shareholder ROFO Holder fails to exercise its Preemptive notify the Non- Founder Restricted Seller and the Company prior to the end of the ROFO Period, it shall be deemed to have declined right of first offer set forth in Section 1.2(a) above (the “Right of First Offer”). In the event that not all of the ROFO Holders elect to purchase its full all of their pro rata share amount of the New Securities ROFO Shares, then the Company shall promptly give written notice (eachthe “ROFO Overallotment Notice”) to each of the ROFO Holders who have fully exercised their Right of First Offer, a “Non-Exercising Holder”which shall set forth the number of ROFO Shares not purchased by the other ROFO Holders and available for purchase, and collectively, shall offer such fully exercising ROFO Holders the “Non-Exercising Holders”), the Company shall, within right to acquire such unsubscribed shares. Each fully exercising ROFO Holder shall have five (5) days after the expiration receipt of the Participation PeriodROFO Overallotment Notice to deliver a notice (the “Exercising ROFO Holder’s Notice”) to the Non-Founder Restricted Seller (together with a copy thereof to the Company) of its irrevocable commitment to purchase any or all of the shares available for purchase on a pro rata basis, deliver written notice specifying based upon the number of Ordinary Shares held by such ROFO Holder relative to the aggregate number of the remaining New Securities that were eligible for purchase Ordinary Shares held by all fully exercising ROFO Holders who deliver an Exercising ROFO Holder’s Notice. If the ROFO Holders elect to purchase any ROFO Shares, the ROFO Holders, shall purchase and pay, by wire transfer of immediately available funds to an account designated by the Non-Exercising Holders (the “Remaining Securities”) to each Shareholder that has exercised its right to purchase its full pro rata share of the New Securities (eachFounder Restricted Seller, an “Exercising Holder”, and collectively, the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 4.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, for such ROFO Shares within five (5) days Business Days after the date on which all such ROFO Shares have been accepted; provided that, if the Transfer of such ROFO Shares is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of the remaining unpurchased New Securities, and Ctrip five Business Days after all such approvals shall have the rightbeen received, but not the obligation, to purchase all in no event shall such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentenceperiod be extended for more than an additional 90 days.

Overallotment. If any Preferred Shareholder or any other Shareholders with preemptive rights of any kind fails to exercise its Preemptive Right or other relevant right to purchase its full pro rata share equity interest of the any New Securities (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising HoldersShareholder”), the Company shall, within five (5) days after the expiration of the Participation Periodforty five (45) day period described in Section 5.2 above or other time limit to exercise the Preemptive Rights, deliver a written notice specifying the aggregate number of the remaining unpurchased New Securities that were eligible for purchase by all the Non-Exercising Holders Shareholders (the “Remaining Securities”) to each Preferred Shareholder that has exercised its right to purchase its full pro rata share equity interest of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising HoldersShareholder of Preemptive Rights”). Each Exercising Holder Shareholder of Preemptive Rights shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 4.35.3; provided, however, that if the Exercising Holders Shareholders of Preemptive Rights desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders Shareholders of Preemptive Rights in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance equity interests determined according to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of all Ordinary Equity Interests held by an Exercising Shareholder of Preemptive Rights in relation to the remaining unpurchased aggregate number of all Ordinary Equity Interests held by all Exercising Shareholders of Preemptive Rights who participate in such allocation step immediately prior to the issuance of the New Securities, each calculated on an as-converted and Ctrip shall have the right, but not the obligation, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentencefully diluted basis.