Common use of Second Participation Notice; Oversubscription Clause in Contracts

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.02 above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen (15) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the Overallotment New Securities, the number each such Oversubscribing Fully Participating Investor is entitled to subscribe will equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis).

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully Shareholder does not exercise in full its Right of Participation in accordance with Section 3.02 abovewithin the above twenty (20) day period, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation Rights Holders each of the Shareholders who have fully has exercised their in full its Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.02 above, which notice shall set forth the number of the New Securities not purchased by the other 3.2(a) (First Participation Rights Holders pursuant to Section 3.02 Notice) above (such shares, the “Overallotment New SecuritiesPreemptive Right Participants”). Each Fully Participating Investor Preemptive Right Participant shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbuy. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) oversubscribing Preemptive Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.2(b) (calculated on an as-converted basisSecond Participation Notice; Oversubscription).

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation the participating Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsHolders”) in accordance with Section 3.02 above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Holder shall have fifteen (15) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors Holders (the “Oversubscribing Fully Participating InvestorsHolders”) propose to buy exceeds the total number of the Overallotment New Securities, the number each such Oversubscribing Fully Participating Investor Holder is entitled to subscribe will equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Class A Ordinary Shares into which the then outstanding Senior Preferred Shares (including Class A Ordinary Share Equivalents) held by such Oversubscribing Fully Participating Investor are convertible Holder (calculated on an as-converted basiswith respect to the Principal Parties, the Principal New Shares then held by the Principal Parties only) and the denominator of which is the total number of the Class A Ordinary Shares into which the then outstanding Senior Preferred Shares (including Class A Ordinary Share Equivalents) held by all the Oversubscribing Fully Participating Investors are convertible Holders (calculated on an as-converted basisamong which, with respect to the Principal Parties, the Principal New Shares then held by the Principal Parties only).

Second Participation Notice; Oversubscription. If any Participation Rights Holder Investor fails or declines to fully exercise its Right of Participation Preemptive Rights in full in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”, together with the First Participation Notice, the “Participation Notice”) to other Participation the Investors who exercised in full their Preemptive Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth specifying the aggregate number of the unpurchased New Securities not purchased that remain eligible for purchase by all the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)Oversubscription Participants. Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)oversubscribing Right Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in full in accordance with Section 3.02 7.4(i) above, the Company shall promptly (but no later than three five (35) Business Days after the expiration expiry of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation the participating Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 7.4(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment aggregate Rights Holders’ Preemptive Pro Rata Share of New SecuritiesSecurities remaining available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment aggregate Rights Holders’ Preemptive Pro Rata Share of New Securities remaining available for subscription purchase by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which issuable upon conversion of the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible Oversubscription Participant (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which issuable upon conversion of the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible Oversubscription Participants (calculated on an as-converted basis).

Second Participation Notice; Oversubscription. If To the extent that (x) the New Issuance is not a Qualified Financing and (y) not all of the New Securities have been accepted for subscription by Tencent according to Section 3.6, if any Participation Rights Holder Investor fails or declines to fully exercise in full or forfeits its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders each Investor who have fully exercised their in full its Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share pro rata share of the New SecuritiesSecurities (subject to adjustment pursuant to Section 3.6), stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if subsequently confirmed in writing within two (2) Business Days thereafterdays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for subscription, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription (subject to adjustment pursuant to Section 3.6) by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basisand fully-diluted basis and excluding the Excluded Ordinary Shares) held by such Oversubscription Participant as at the date of the First Participation Notice and the number of New Securities such Oversubscription Participant agreed to purchase pursuant to Section 3.4(a) or Section 3.6 (as applicable), and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis).and fully-diluted basis and excluding the Excluded Ordinary Shares) held by all the Oversubscription Participants and the total number of New Securities the Oversubscription Participants agreed to purchase pursuant to Section 3.4(a) and Section 3.6. Each Investor that exercised its Right of Participation and, to the extent applicable, its right under this Section

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4(b) and the Company shall so notify the Right Participants within fourteen (calculated on an as-converted basis)14) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 3.3(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation in full (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 3.3(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.3 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated oversubscribing Right Participant on an as-converted basisbasis (excluding the Shares issued pursuant to the ESOP) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated oversubscribing Right Participants on an as-converted basisbasis (excluding the Shares issued pursuant to the ESOP). Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to exercise fully exercise its Right of Participation in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other the Participation Rights Holders who have fully exercised agreed to exercise their Right of Participation (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (xa) its Additional Number the number of the additional New Securities it proposes to purchase; and (yb) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 3.4(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”, and each a “Right Participant”) in accordance with Section 3.02 3.4(a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with Section 3.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)oversubscribing Right Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation participating Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice to purchase by Oversubscription Participant may be made by telephone if confirmed in writing within the subsequent two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basisbasis and as if the warrants , options and other outstanding convertible and exercisable securities had been fully exercised) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)basis and as if the warrants, options and other outstanding convertible and exercisable securities had been fully exercised) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 5.3(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.02 5.3(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 5.3(a) above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen (15) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the Overallotment New Securities, the number each such Oversubscribing Fully Participating Investor is entitled who proposes to subscribe will buy more than such number of additional New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of Ordinary Shares into which the then outstanding Preferred Shares held by all Fully Participating Investors are convertible (calculated on an as-converted basis) (an “Oversubscribing Fully Participating Investor”) will be cut back by the Company with respect to its oversubscription to that number of the Overallotment New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i)the number of the Overallotment New Securities available for subscription by (ii)a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis). Each Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section5.3 and the Company shall so notify the Fully Participating Investors within five (5) days following the expiration of the Second Participation Period.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Initial Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Initial Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen (15) days five Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)Oversubscription Participants. Each Oversubscription Participant shall be obliged to purchase such number of New Securities as determined by the Company pursuant to this Section 15.03(b) and the Company shall so notify the Oversubscription Participants within fifteen Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails to exercise in full or declines to fully exercise forfeits its Preemptive Right of Participation in accordance with Section 3.02 above5.03(a), the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other each Participation Rights Holders who have fully Holder that exercised their in full its Preemptive Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 above5.03(a), which notice shall set forth the number of the New Securities that were not purchased subscribed for by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)5.03(a) above. Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if subsequently confirmed in writing within two (2) Business Days days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for subscription, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to (1) at least the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible Share (calculated on an as-converted and fully diluted basis) held by such Oversubscription Participant, and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted and fully diluted basis)) held by all the Oversubscription Participants, in each case (for both the numerator and the denominator) immediately prior to the issuance of the New Securities and (2) at most its Additional Number. Each of Participation Rights Holder shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 5.03(a) and Section 5.03(b) and the Company shall so notify the Participation Rights Holder within twenty (20) days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any New Securities which were available for purchase by a Participation Rights Holder fails or declines to fully exercise its Right of Participation under Section 4.4(a) are not subscribed for in accordance with Section 3.02 abovethat subsection, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation each Participating Rights Holders who have fully exercised their its Right of Participation with respect to its full pro rata share (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor The Right Participants shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)buy. Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities which remain available for purchase, the oversubscription of each Right Participant will be cut back by the Company to the number each such Oversubscribing Fully Participating Investor is entitled to subscribe will equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Share Equivalents held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Right Participant notified and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Share Equivalents held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each oversubscribing Right Participant shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)b) and the Company shall so notify the Right Participants within fifteen (15) Business Days of the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails to exercise in full or declines to fully exercise forfeits its Preemptive Right of Participation in accordance with Section 3.02 above5.03(b), the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other each Participation Rights Holders who have fully Holder that exercised their in full its Preemptive Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 above5.03(b), which notice shall set forth the number of the New Securities that were not purchased subscribed for by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)5.03(b) above. Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (subject to Section 4.03, the “Additional Number”). Such notice may be made by telephone if subsequently confirmed in writing within two (2) Business Days days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for subscription, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to (1) at least the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible Share (calculated on an as-converted and fully diluted basis) held by such Oversubscription Participant, and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted and fully diluted basis) held by all the Oversubscription Participants, in each case (for both the numerator and the denominator) immediately prior to the issuance of the New Securities and (2) at most its Additional Number. Each Participation Rights Holder shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 5.03(b) and Section 5.03(c) and the Company shall so notify the Participation Rights Holder within twenty (20) days following the expiration of the First Participation Period (or the Second Participation Period if any Participation Rights Holder fails to exercise in full or forfeits its Preemptive Right in accordance with Section 5.03(b)).

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to exercise fully exercise its Right of Participation in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised agreed to exercise their Right of Participation in full (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription oversubscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 5.2 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder Major Investor fails or declines to fully exercise its Major Investor Right of Participation in accordance with Section 3.02 Subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders Major Investors who have fully exercised their Major Investor Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 Subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen seven (157) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Equity Securities, stating the number of the additional New Equity Securities it proposes to buy purchase (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesEquity Securities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Equity Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Equity Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant (and its Affiliates) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis) held by all the oversubscribing Right Participants (and their Affiliates). Each Right Participant shall be obligated to buy such number of New Equity Securities as determined by the Company pursuant to this Section 3.3 and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 5.3(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.02 above5.3(a) (each, a “Participating Holder”), which notice shall set forth the number of the New Securities that were not purchased subscribed for by the other Participation Rights Holders pursuant to Section 3.02 5.3(a) above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Holder shall have fifteen ten (1510) days from Business Days after the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (with respect to each Participating Holder, the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, If the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) Holders propose to buy exceeds the total number of the Overallotment New Securities, each Participating Holder proposing to purchase additional New Securities in accordance with this Section 5.3(b) (each, an “Oversubscribing Participating Holder”) will be cut back by the Company with respect to its oversubscription to a number each such Oversubscribing Fully Participating Investor of Overallotment New Securities which is entitled to subscribe will equal to (i) at least the lesser of (x1) its Additional Number and (y2) the product obtained by multiplying (ix) the total number of the Overallotment New Securities available for subscription by (iiy) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully diluted and as-converted basis) held by such Oversubscribing Participating Holder and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible Holders, in each case (calculated on an as-converted basis)for both the numerator and the denominator) immediately prior to the issuance of the New Securities and (ii) at most its Additional Number. Each Oversubscribing Participating Holder shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 5.3(b) and the Company shall so notify the Participating Holder within twenty (20) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation participating Rights Holders who have fully exercised their Right of Participation Preemptive Rights and elected to purchase its Pro Rata Share to the fullest extent (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase in cash more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two five (25) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which (including the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis, but excluding the Shares issuable but not yet issued under the Warrant) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which (including the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis), but excluding the Shares issuable but not yet issued under the Warrant) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in full in accordance with Section 3.02 Clause 7.3(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation the participating Preemptive Rights Holders Holder(s) who has or have fully exercised in full their Right of Participation (the “Fully Participating Investors”) Preemptive Rights in accordance with Section 3.02 Clause 7.3(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor such Preemptive Rights Holder (each a “Oversubscription Participant”) shall have fifteen (15) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire intention to purchase subscribe more than its Preemptive Pro Rata Share Portion of the New SecuritiesSecurities (“Oversubscription”), stating the number of the additional New Securities it proposes to buy subscribe (the “Additional Number”). Such notice shall be made in writing, but such notice may also be made by telephone if confirmed in writing within two five (25) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such Oversubscription exceeds the total aggregate number of the Overallotment remaining New SecuritiesSecurities available for subscription, each Oversubscription Participant will be cut back by the Company with respect to its Oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (on a fully diluted, as converted and as-exercised basis) held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) Oversubscription Participant immediately prior to the issuance of New Securities giving rise to the Preemptive Rights and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (on a fully diluted, as converted and as-exercised basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)Oversubscription Participants immediately prior to the issuance of New Securities giving rise to the Preemptive Rights. If any Oversubscription Participant fails to so respond within the Second Participation Period, then such Shareholder shall be deemed forfeited the right hereunder to subscribe such remaining New Securities.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised their Right of Participation (collectively, the “Fully Participating InvestorsRights Participants” and each, a “Rights Participant”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Rights Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Rights Participants. Each Rights Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Rights Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and Number, or (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Class B Ordinary Shares into which the then outstanding Senior (including Preferred Shares on an As-Converted Basis) held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) Oversubscription Participant and the denominator of which is the total number of the Class B Ordinary Shares into which the then outstanding Senior (including Preferred Shares on an As-Converted Basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder Investor fails or declines to exercise or does not fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (ii) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation participating Investors who exercised in full their Preemptive Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (ii) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment New SecuritiesSecurities available for purchase (the “Available Number”), each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription Available Number by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder holder of Preferred Shares fails or declines to fully exercise its Right of Participation for its full Pro Rata Share of the New Securities in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders holders of Preferred Shares who have fully exercised their Right of Participation in full (the “Fully Participating InvestorsOversubscription Participants”) (if any) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New Securities which are not fully subscribed by the holders of Preferred Shares in accordance with subsection (a) above (the “Remaining New Securities”), each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of the Remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment Remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted and fully diluted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted and fully diluted basis) held by all the Oversubscription Participants; provided that if any Oversubscription Participant proposes to subscribe such number of Remaining New Securities that is less than its pro rata portion thereof as calculated in accordance with the aforementioned formula in this Section 3.4(b)(y), each Oversubscription Participant that has elected to subscribe its full pro rata portion of the Remaining New Securities shall, at its sole discretion, make such adjustment to its oversubscription amount so that any and all Remaining New Securities may be allocated to such Oversubscription Participant(s). Each Participation Rights Holders who exercised their Right of Participation in part or in full (the “Right Participants”) shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) business days following the date of First Participation Notice (in the event no Participation Rights Holder fully exercises the Right of Participation) or the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior issuable upon conversion of Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior issuable upon conversion of Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participation Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Class A Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Class A Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Participating Rights Holders pursuant to Section 3.02 subsection (a) above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the Overallotment New Securities, each Fully Participating Investor who proposes to buy more than such number of additional New Securities equal to the product obtained by multiplying (i) the number each of the Overallotment New Securities by (ii) a fraction, the numerator of which is the number of the Ordinary Shares (calculated on a fully-diluted and as- converted basis) held by such Fully Participating Investor and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all Fully Participating Investors (each, an “Oversubscribing Fully Participating Investor is entitled Investor”) will be cut back by the Company with respect to subscribe will its oversubscription to that number of the Overallotment New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors. Each Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 4.3 and the Company shall so notify the Fully Participating Investors are convertible within fifteen (calculated on an as-converted basis)15) days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two five (25) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Class A Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (including any class of shares calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Class A Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (including any class of shares calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation with respect to all of the New Securities which such Participating Rights Holder is entitled to purchase, or declines to exercise its Right of Participation, in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the total number of additional New Securities that could be purchased by each oversubscribing Right Participant will be cut back by the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose Company with respect to buy exceeds the total its oversubscription to that number of the Overallotment remaining New Securities, the number each such Oversubscribing Fully Participating Investor is entitled to subscribe will Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) describing the quantity of the remaining New Securities in accordance with Section 3.02 above, which notice shall set forth subsection (a) above promptly after the number expiry of the New Securities not purchased by the other First Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)Period. Each Fully Participating Investor Oversubscription Participant shall have fifteen (15) days from the date of the receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant shall consult with each other with respect to the number of the additional New Securities it intends to buy; if the Oversubscription Participants fail to reach consensus thereon within five (5) days, then each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such Oversubscribing Fully Participating Investor is entitled to subscribe will number of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise any portion of its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two five (25) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basisbasis and any Ordinary Shares issued to or acquired by such Oversubscription Participant) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)basis and any Ordinary Shares issued to or acquired by all Oversubscription Participants) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation the Participating Rights Holders who have fully exercised agreed to exercise their Right of Participation (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 above4.4(a) above and there remains any New Securities available for subscription, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 4.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to (i) notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)) and (ii) provide written evidence of funds (i.e. bank confirmation letter) in the amount of the purchase price of the Additional Number elected to be purchased. Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterdays, however the evidence of funds must be submitted in written form. Failure to satisfy the conditions in this Section 4.4(b) within the Second Participation Period will forfeit any right of the Right Participant to purchase the Additional Number. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 4.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants. Each Oversubscription Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 7.4 and the Company shall so notify the Oversubscription Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 above3.4(a) of this Appendix, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 above, which notice shall set forth the number 3.4(a) of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)this Appendix. Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Rate Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 3.4 of this Appendix and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any New Securities which were available for purchase by a Participation Rights Holder fails or declines to fully exercise its Right of Participation under Section 4A.4(a) are not subscribed for in accordance with Section 3.02 abovethat subsection, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation each Participating Rights Holders who have fully exercised their its Right of Participation with respect to its full pro rata share (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 4A.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor The Right Participants shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)buy. Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities which remain available for purchase, the oversubscribing Right Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Common Share Equivalents held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Right Participant notified and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Common Share Equivalents held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each oversubscribing Right Participant shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Section 4A.4(b) and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days of the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to exercise fully exercise its Right of Participation in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other the Participation Rights Holders who have fully exercised agreed to exercise their Right of Participation (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (ix) the number of the Overallotment remaining New Securities available for subscription by (iiy) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by all the Oversubscribing Fully Participating Investors are convertible Preferred Shareholders and Ordinary Shareholders immediately prior to the issuance of New Securities giving rise to the Right of Participation. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with subsection (a) above. Subject to Section 3.02 3.6, each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”"SECOND PARTICIPATION NOTICE") to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating Investors”"RIGHT PARTICIPANTS") in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”"SECOND PARTICIPATION PERIOD") to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”"ADDITIONAL NUMBER"). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Preemptive Right of Participation in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share Shares of the New Securities, but up to that portion of the New Securities for which all the Rights Holders were entitled to subscribe under subsection (i) above but that were not subscribed for by certain Rights Holders in accordance with subsection (i) above (the “Available New Securities”), stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment Available New Securities, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (xa) its the Additional Number and (yb) the product obtained by multiplying (ix) the number of the Overallotment Available New Securities available for subscription by (iiy) a fraction, the numerator of which is the total number of the Ordinary Shares into which (including the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which (including the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to exercise fully exercise its Right of Participation in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised agreed to exercise their Right of Participation in full (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basisbasis assuming conversion of all convertible securities) held by each oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)basis assuming conversion of all convertible securities) held by all the oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (d)(ii) and such procedure shall be completed or confirmed within ten (10) days from the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in full in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)buy. Such notice may be made by telephone if confirmed in writing within two five (25) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New Securities, Securities the number each such Oversubscribing Fully Participating Investor is Preemptive Rights Holders are entitled to subscribe purchase in accordance with Section 7.1, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by the Preemptive Rights Holders by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis) held by all the Oversubscription Participants exercising its oversubscription right under this subsection (b).

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection 7.4(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection 7.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase subscribe for more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy subscribe for (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for subscription, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (xi) its the Additional Number and (yii) the product obtained by multiplying (iA) the number of the Overallotment remaining New Securities available for subscription by (iiB) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder declines or fails or declines to fully exercise its Right of Participation in full in accordance with Section 3.02 above3.4(a), the Company shall promptly deliver a written notice (but no later than three the “Second Participation Notice”) within five (35) Business Days after the expiration of the First Participation Period) give notice (Period to the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised in full their Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 above3.4(a), which notice shall set forth specify the number amount of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment unpurchased New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days from the date of Business Days after receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire agree in writing to purchase more than its Pro Rata Share of the New Securities, by delivering a written notice to the Company and stating therein the number of the additional New Securities it proposes to buy purchase (the “Additional Number”), up to the unpurchased number of the New Securities that the Oversubscription Participants are collectively entitled to purchase in accordance with Section 3.4(a). Such notice may be made by telephone if confirmed If any Oversubscription Participant fails to so agree in writing within two such five (25) Business Days thereafterDay period, such Oversubscription Participant shall be deemed to have forfeited its right to purchase the additional New Securities in accordance with this Section 3.4(b). If, as a result thereof, If the Oversubscription Participants that elected to purchase an Additional Number of New Securities (the “Exercising Oversubscription Participants”) desire to purchase in aggregate more than the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the Overallotment such unpurchased New Securities, the number of the additional New Securities that each such Oversubscribing Fully Participating Investor Exercising Oversubscription Participant is entitled to subscribe will purchase shall be equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment unpurchased New Securities available for subscription multiplied by (ii) a fraction, the numerator of which is the number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Exercising Oversubscription Participant and the denominator of which is the total number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Exercising Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation with respect to other Poll Pro Rata Shares of the New Securities (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 4.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If there are any Participation Rights Holder fails or declines New Securities remaining after giving effect to fully exercise its Right of Participation in accordance with Section 3.02 abovesubsection (i) above (if applicable), the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation each Preemptive Rights Holders Holder who have fully exercised their Right of Participation in full its Preemptive Rights (the each an “Fully Participating InvestorsOversubscription Participant”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two five (25) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (treating any Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (treating any Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully Shareholder does not exercise in full its Right of Participation in accordance with Section 3.02 abovewithin the above twenty (20) day period, the Company CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83 shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation Rights Holders each of the Shareholders who have fully has exercised their in full its Right of Participation in accordance with Article 39(a) above (the “Fully Participating Investors”) in accordance with Section 3.02 above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New SecuritiesPreemptive Right Participants”). Each Fully Participating Investor Preemptive Right Participant shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Participation Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbuy. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Preemptive Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number the number of the additional New Securities such oversubscribing Preemptive Right Participant proposed to buy, and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) oversubscribing Preemptive Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basisoversubscribing Preemptive Right Participants. Each Preemptive Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Article 39(b).

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsExercising Holders”) in accordance with Section 3.02 above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 subsection (a) above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Exercising Holder shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of fifty percent (50%) of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Exercising Holders will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Common Share Equivalents held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Exercising Holder notified and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Common Share Equivalents held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Exercising Holders Each oversubscribing Exercising Holder shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)b) and the Company shall so notify the Exercising Holders within fifteen (15) Business Days of the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participation Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Preemptive Right of Participation in accordance with Section 3.02 10.03(a) above, the Company JV shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 10.03(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company JV of its desire to purchase more than its Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the JV with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible Oversubscription Participants, in each case (calculated for both numerator and the denominator) on an as-converted basis)a fully diluted basis as of the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder Investor fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 Subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders Investors who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 Subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Participation Securities, stating the number of the additional New Participation Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two five (25) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment New Securitiesremaining Participation Securities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining Participation Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New remaining Participation Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 5.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised in full their Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 3.4(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 3.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy thereof such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen (15) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of the remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participation Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 abovesubsection (a) above with respect to its full Pro Rata Share, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation with respect to their respective full Pro Rata Shares (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant who provides a notice to the Company under this Section 3.4, prior to the expiration of the Second Participation Period, informing the Company of its election to purchase an Additional Number of New Securities shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to (i) notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)) and (ii) provide written evidence of funds (i.e. bank confirmation letter) in the amount of the purchase price of the Additional Number elected to be purchased. Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterDays, however the evidence of funds must be submitted in written form. Failure to satisfy the conditions in this subsection (b) within the Second Participation Period will forfeit the any right of the Right Participant to purchase the Additional Number. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 3.4(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 3.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor The Right Participants shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)buy. Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the number each of the additional New Securities requested by the oversubscribing Right Participants will be adjusted by the Company with respect to their oversubscriptions to that number of remaining New Securities to be (without exceeding the number proposed by such Oversubscribing Fully Participating Investor is entitled to subscribe will equal to the lesser of (xoversubscribing Rights Participant) its Additional Number and (y) not less than the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number Pro Rata Share of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Right Participant notified and the denominator of which is the total sum of the Pro Rata Shares of all the oversubscribing Right Participants. Each oversubscribing Right Participant shall be obligated to buy such number of additional New Securities as determined by the Ordinary Shares into which Company pursuant to this subsection (b) and the then outstanding Senior Preferred Shares held by all Company shall so notify the Oversubscribing Fully Participating Investors are convertible Right Participants within fifteen (calculated on an as-converted basis)15) Business Days of the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 above3.4(a) of this Appendix, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 above, which notice shall set forth the number 3.4(a) of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)this Appendix. Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 3.4 of this Appendix and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsExercising Holders”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Exercising Holder shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of fifty percent (50%) of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)buy. Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Exercising Holders will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Common Share Equivalents held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Exercising Holder notified and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Common Share Equivalents held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Exercising Holders. Each oversubscribing Exercising Holder shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)b) and the Company shall so notify the Exercising Holders within fifteen (15) Business Days of the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give written notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice such Second Participation Notice shall set forth include all the number information required in the First Participation Notice and shall additionally identify the portion of the New Securities not purchased by the other which such Participation Rights Holders pursuant Holder has failed to Section 3.02 above (such shares, the “Overallotment New Securities”)purchase. Each Fully Participating Investor Right Participant shall have fifteen five (155) days from the date of Business Days after receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional NumberNumber of Issued Securities”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities that are subject to the Right of Participation of each Investor available for purchase, the number of New Securities being purchased by each such Oversubscribing Fully Participating Investor is entitled oversubscribing Right Participant will be cut back by the Company with respect to subscribe will its oversubscription to that number of those remaining New Securities equal to the lesser of (x) its the Additional Number of the Issued Securities and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant who has exercised its right to purchase the Additional Number of Issued Securities shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Common Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4(b) and the Company shall so notify the Right Participants within fourteen (calculated on an as-converted basis)14) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give written notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed by notice in writing within two (2) Business Days thereafter. If, as a result thereof, If the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy oversubscription by Oversubscription Participants exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to each of the other Participation Participating Rights Holders who have fully exercised their Right of Participation and who, together with its affiliates, owns at least 500,000 Preferred Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterdays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 above3.4(a) of this Appendix, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Section Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 above, which notice shall set forth the number 3.4(a) of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)this Appendix. Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to Section 3.4 of this Appendix and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised their Right of Participation and purchased its/his full Pro Rata Share of the New Securities (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New Securities, Securities available for purchase each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities subject to Right of Participation available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 3.4(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 3.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy thereof such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation with respect to all of the New Securities which such Participating Rights Holder is entitled to purchase in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation the Participating Rights Holders who have fully exercised agreed to exercise their Right of Participation (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)d)(ii) and the Company shall so notify the Rights Participants within twenty (20) Business Days from the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”"SECOND PARTICIPATION NOTICE") to the other Participation Participating Rights Holders holding Registrable Securities and who have fully exercised their Right of Participation (the “Fully Participating Investors”"RIGHT PARTICIPANTS") in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”"SECOND PARTICIPATION PERIOD") to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)buy. Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each oversubscribing Rights Participant shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)b) and the Company shall so notify the Right Participants within fifteen (15) business days of the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities for which the Participation Rights Holders were entitled to subscribe but that were not purchased subscribed for by the other Participation Rights Holders pursuant to Section 3.02 subsection (a) above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the Overallotment New Securities, each Fully Participating Investor who proposes to buy more than such number of Overallotment New Securities equal to the product obtained by multiplying (i) the number each of the Overallotment New Securities by (ii) a fraction, the numerator of which is the number of the Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Fully Participating Investor and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all Fully Participating Investors (an “Oversubscribing Fully Participating Investor is entitled Investor”) will be cut back by the Company with respect to subscribe will its oversubscription to that number of the Overallotment New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription (such number, for the avoidance of doubt, shall exclude all Additional Numbers proposed to be subscribed by each Fully Participating Investor not being an Oversubscribing Fully Participating Investor) by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible Investors. Each Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 4.3 and the Company shall so notify the Fully Participating Investor within ten (calculated on an as-converted basis)10) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participation Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 3.4(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 3.4(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder Investor fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 Clause 9(C)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give deliver notice (the “Second Participation Notice”"SECOND PARTICIPATION NOTICE") to other Participation Rights Holders Investors who have fully exercised their Right of Participation (the “Fully Participating Investors”"RIGHT PARTICIPANTS") in accordance with Section 3.02 Clause 9(C)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall then have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”"SECOND PARTICIPATION PERIOD") to notify the Company of its desire to purchase more than its Pro Rata Participation Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”"ADDITIONAL NUMBER"). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays, however the evidence of funds must be submitted in written form. Failure to satisfy the conditions in this Clause within the Second Participation Period will forfeit the any right of the Right Participant to purchase the Additional Number. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Clause and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Preemptive Right of Participation in full in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised their Preemptive Right of Participation in full in accordance with subsection (a) above (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 above, which notice shall set forth the number within three (3) Business Days of the New Securities not purchased by expiry of the other First Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”)Period. Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterof the telephone notice. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy aggregate Additional Number exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the number each such Oversubscribing Fully Participating Investor is entitled to subscribe will equal Right Participant’s Additional Number shall be reduced to the lesser of (x) its the Additional Number Number, and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription oversubscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted but otherwise non-diluted basis) held by such oversubscribing Right Participant immediately prior to the exercise of the Preemptive Right and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted but otherwise non-diluted basis)) held by all the oversubscribing Right Participants immediately prior to the exercise of the Preemptive Right; provided that in no event shall any Right Participant’s aggregate shareholding percentage in the Company immediately after such purchase of Additional Number exceeds twenty-five percent (25%) of the total outstanding share capital of the Company. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 4.4 and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation to subscribe all of its Pro Rata Share of the New Securities in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to each other Participation Participating Rights Holders Holder who have fully has exercised their its Right of Participation in full (each, a “Right Participant” and collectively, the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase subscribe more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterafter such telephone notice. If, as a result thereof, the total number of additional New Securities Additional Number the Fully Participating Investors Right Participants (the “Oversubscribing Fully Participating InvestorsRight Participants”) propose to buy subscribe exceeds the total number of the remaining New Securities that are subject to the Right of Participation available for subscription in such oversubscription (“Overallotment New Securities”), the number each such Oversubscribing Fully Participating Investor is Right Participant shall only be entitled to subscribe will such number of Overallotment New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription oversubscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully diluted and as-converted basis, and not including any Class B Ordinary Shares) held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully diluted and as-converted basis, and not including any Class B Ordinary Shares) held by all the Oversubscribing Fully Participating Investors are convertible Right Participants. Each Right Participant who has exercised its right to subscribe the Additional Number shall be obligated to subscribe such number of New Securities as determined by the Company pursuant to this Section 3.2(b) and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation with respect to all of the New Securities which such Participating Rights Holder is entitled to purchase in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other Participation the Participating Rights Holders who have fully exercised agreed to exercise their Right of Participation (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) each oversubscribing Rights Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares Registrable Securities held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (calculated on an as-converted basis)d)(ii) and the Company shall so notify the Rights Participants within fifteen (15) Business Days from the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen seven (157) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy purchase (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)oversubscribing Right Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to the other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating Investors”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Participating Rights Holders pursuant to Section 3.02 subsection (a) above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen thirty (1530) days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the Overallotment New Securities, each Fully Participating Investor who proposes to buy more than such number of additional New Securities equal to the product obtained by multiplying (i) the number each of the Overallotment New Securities by (ii) a fraction, the numerator of which is the number of the Ordinary Shares (calculated on a Fully Diluted Basis) held by such Fully Participating Investor and the denominator of which is the total number of Ordinary Shares (calculated on a Fully Diluted Basis) held by all Fully Participating Investors (an “Oversubscribing Fully Participating Investor is entitled Investor”) will be cut back by the Company with respect to subscribe will its oversubscription to that number of the Overallotment New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a Fully Diluted Basis) held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a Fully Diluted Basis) held by all the Oversubscribing Fully Participating Investors. Each Fully Participating Investor shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 4.3 and the Company shall so notify the Fully Participating Investors are convertible within thirty (calculated on an as-converted basis)30) days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Right Participant shall have fifteen ten (1510) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing followed by written confirmation within two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within twenty (20) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation the participating Preemptive Rights Holders who that have fully exercised their Right of Participation Preemptive Rights in full (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number aggregate of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds Additional Numbers of all Oversubscription Participants exceed the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the each Oversubscription Participant’s Additional Number shall be reduced to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription multiplied by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) basis held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)basis held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Preemptive Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two five (25) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible Oversubscription Participants. Each Oversubscription Participant shall be obliged to purchase such number of New Securities as determined by the Company pursuant to this Section 7.4 (calculated on an as-converted basis)ii) and the Company shall so notify the Oversubscription Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participation Rights Holder who fails or declines to fully exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)oversubscribing Right Participants.

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (calculated on an as-converted basis)15) business days following the date of the Second Participation Notice.

Second Participation Notice; Oversubscription. If any Participation Rights Preemptive Right Holder fails or declines to fully exercise its Preemptive Right of Participation in accordance with Section 3.02 6.03(a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a notice (the “Second Participation Notice”) to other Participation Preemptive Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 6.03(a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible Oversubscription Participants, in each case (calculated for both numerator and the denominator) on an as-converted basis)basis as of the date of the Second Participation Notice, including holders of Preferred Shares on an as-exercised basis with respect to the Warrants that have been paid in RMB.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation Preemptive Rights in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Rights Holders who have fully exercised in full their Right of Participation Preemptive Rights (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen five (155) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafterDays. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) held by such Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior (including Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)) held by all the Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder Preferred Shareholder fails or declines to fully exercise its Participation Right of Participation in full in accordance with Section 3.02 2.2 above (provided that at least one Preferred Shareholder exercised its Participation Right in full in accordance with Section 2.2 above), the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other the Preferred Shareholders who exercised in full their Participation Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsOversubscription Participants”) in accordance with Section 3.02 2.2 above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Oversubscription Participant shall have fifteen ten (1510) days Business Days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share pro rata share (as defined under Section 2.2) of the New SecuritiesSecurities (the “Oversubscription Right”), stating the number of the additional New Securities it proposes to buy purchase (provided however, not to exceed such Oversubscription Participants’ Oversubscription Pro Rata Share (as defined below)) (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days thereafter. If, as a result thereofFor the purposes of this Section 2.3, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy exceeds the total number of the Overallotment New Securities, the number each such Oversubscribing Fully Participating Investor is entitled to subscribe will equal to the lesser of (x) its Additional Number and (y) Oversubscription Participants’ Oversubscription Pro Rata Share shall mean the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription oversubscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which (assuming the then outstanding Senior conversion of all Preferred Shares and exercise of all Warrants) held by such Oversubscribing Fully Participating Investor are convertible (calculated on an as-converted basis) Oversubscription Participant and the denominator of which is the total number of the Ordinary Shares into which (assuming the then outstanding Senior conversion of all Preferred Shares and exercise of all Warrants) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)Oversubscription Participants.

Second Participation Notice; Oversubscription. If any Participation Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (d)(i) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give a written notice (the “Second Participation Notice”) to other the Participation Rights Holders who have agreed to fully exercised exercise their Right of Participation (the “Fully Participating InvestorsRights Participants”) in accordance with Section 3.02 subsection (d)(i) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor Rights Participant shall have fifteen (15) days from Business Days after the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”)purchase. Such notice may be made by telephone if confirmed in writing followed by a written confirmation within two (2) Business Days thereafterfrom the date of verbal notice. If, If as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, fraction the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible oversubscribing Rights Participant (calculated on an a fully-diluted and as-converted basis) and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all the Oversubscribing Fully Participating Investors are convertible oversubscribing Rights Participant (calculated on an a fully-diluted and as-converted basis).

Second Participation Notice; Oversubscription. If any Participation Participating Rights Holder fails or declines to fully exercise its Right of Participation in accordance with Section 3.02 subsection (a) above, the Company shall promptly (but no later than three (3) Business Days after the expiration of the First Participation Period) give notice (the “Second Participation Notice”) to other Participation Participating Rights Holders who have fully exercised their Right of Participation (the “Fully Participating InvestorsRight Participants”) in accordance with Section 3.02 subsection (a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, which notice shall set forth the number of the New Securities not purchased by the other Participation Rights Holders pursuant to Section 3.02 above (such shares, the “Overallotment New Securities”). Each Fully Participating Investor shall have fifteen five (155) business days from the date of receipt of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) Business Days thereafterbusiness days. If, as a result thereof, the total number of additional New Securities the Fully Participating Investors (the “Oversubscribing Fully Participating Investors”) propose to buy such oversubscription exceeds the total number of the Overallotment remaining New SecuritiesSecurities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number each such Oversubscribing Fully Participating Investor is entitled to subscribe will of remaining New Securities equal to the lesser of (x) its the Additional Number and (y) the product obtained by multiplying (i) the number of the Overallotment remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Oversubscribing Fully Participating Investor are convertible (calculated on an a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares (calculated on a fully-diluted and as-converted basis) held by all the Oversubscribing Fully Participating Investors are convertible (calculated on an as-converted basis)oversubscribing Right Participants.