Common use of Right of First Offer Clause in Contracts

Right of First Offer. Subject to the terms and conditions of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty (30) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to (i) each Major Investor, (ii) each other Investor that, individually or together with such Investor’s Affiliates, holds at least 100,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification effected after the Investorsdate hereof) and (iii) each Key Holder (each a “First Offer Participant,” and collectively, the “First Offer Participants”). Each Investor A First Offer Participant shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” or “Key Holder,” as applicable, under each such agreement (provided that that, except as set forth in Section 5.7, any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor First Offer Participant holding the fewest number of Investor Shares shares of Common Stock (including all shares of Class A Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative SecuritiesSecurities then held by such First Offer Participant). (a) The Company shall give notice (the “Offer Notice”) to each InvestorFirst Offer Participant, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, offered and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor First Offer Participant may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor First Offer Participant (including all Ordinary Shares shares of Class A Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such InvestorFirst Offer Participant) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor First Offer Participant that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorParticipant”) of any other InvestorFirst Offer Participant’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor Participant may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors First Offer Participants were entitled to subscribe but that were not subscribed for by the Investors First Offer Participants which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor Participant bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors Participants who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors First Offer Participants in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), Certificate of Incorporation) and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of specified in this Section 8.1 4.1 and applicable securities Lawslaws, if in the event the Company proposes to offer or sell any New Additional Equity Securities, the Company shall first offer make an offering of such New Additional Equity Securities (the “Offered Securities”) to the InvestorsFounder Holdcos and the Investors (the “Offerees”) in accordance with the following provisions of this Section 4.1. Each Investor Any Offeree shall be entitled to apportion the right of first offer hereby granted to it among their partners, members and Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice deliver a notice, in accordance with the provisions of Section 8.4 hereof, (the “Offer Notice”) to each Investor, the Offerees stating (i) its bona fide intention to offer such New Offered Securities, (ii) the number of such New Offered Securities to be offeredoffered to the Offerees, and (iii) the price and terms, if any, upon which it proposes to offer such New Offered Securities. (b) By written notification to received by the Company Company, within thirty twenty (3020) calendar days after mailing of the Offer Notice is givenNotice, each Investor Offeree may elect to purchase or otherwise acquireobtain its pro-rata share of the Offered Securities, at the price and on the terms specified in the Offer Notice. For purpose of this Section 4.1(b), up to that portion the “pro-rata share” shall be the ratio of such New Securities which equals (a) the proportion that the number of Ordinary Shares then (calculated on a fully-diluted and as-converted basis) held by such Investor Offeree, bearing to (including all Ordinary Shares then issuable (directly or indirectlyb) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total number of Ordinary Shares of the Company (calculated on a fully-diluted and as-converted basis) then outstanding (assuming full conversion and/or exercise, as applicable, immediately prior to the issuance of all Series A Preferred Shares and any other Derivative Securities then outstanding)Additional Equity Securities. At the expiration of such 30-day period, the The Company shall promptly notify promptly, in writing, inform each Investor Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Fully-Exercising InvestorHolder”) of any other InvestorOfferee’s failure to do likewise. During the ten (10) day-day period commencing immediately after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice Holder shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Offered Securities for which any of the Investors Offerees were entitled to subscribe but that which were not subscribed for by the Investors Offerees which is equal to the proportion that calculated by dividing the number of Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, held by such Fully Fully-Exercising Investor bears to Holder by the total number of Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, held by all Fully Fully-Exercising Investors Holders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c)Offered Securities. (c) If all New Offered Securities referred to in the Offer Notice are not elected to be purchased or acquired obtained as provided in Section 8.1(b)4.1(b) hereof, the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Section 8.1(b)4.1(b) hereof, offer and sell the remaining unsubscribed portion of such New Offered Securities (collectively, the “Refused Securities”) to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Offered Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Offered Securities shall not be offered to any Person unless first reoffered to the Investors Offerees in accordance with this Section 8.14.1. (d) The right of first offer set forth in this Section 8.1 shall 4.1 may not be applicable assigned or transferred except that such right is assignable by an Investor to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities any Affiliate of the Company issued under the Employee Share Option Plansuch Investor.

Right of First Offer. Subject (a) In the event that the Investor or its Affiliates desires to sell Shares pursuant to Section 4.1(b) (other than Section 4.1(b)(i) or 4.1(b)(ii)) in an amount constituting more than 5% of the issued and outstanding shares of Common Stock in a single or series of related transactions, the Investor shall first offer such Shares for purchase by the Company by promptly notifying the Company in writing of such offer, setting forth the number of Shares proposed to be sold (the “Offer Shares”), the terms and conditions of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof)sale, and (z) agrees to purchase at least the price or method of determining such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice price (the “Offer NoticeROFO Price”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities). (b) By notification The Company shall have up to a period of twenty (20) days (the “ROFO Option Period”) after the receipt of such notice within which to notify the Investor in writing that it wishes to purchase the Offer Shares at the ROFO Price and upon the terms and conditions set forth in the Investor’s notice. If the Company gives such written notice within the ROFO Option Period then it shall have thirty (30) days after it gives such notice to do all things necessary to consummate such acquisition of the Offer Notice is givenShares, each including entering into agreements relating to such acquisition. The Investor shall cooperate with the Company in obtaining all consents and approvals necessary to consummate the acquisition and shall execute and deliver such customary agreements as may elect be reasonably requested by the Company. If the Company receives such consents and approvals and enters into such agreements as are necessary to consummate such acquisition of the Offer Shares, then the Investor and its Affiliates, as applicable, shall be obligated to sell to the Company, and the Company shall be obligated to purchase or otherwise acquirefrom the Investor and its Affiliates, as applicable, the Offer Shares at the price and on the terms specified and conditions set forth in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred the Company does not give written notice to the Investor within the ROFO Option Period or notifies the Investor in writing that it does not wish to purchase the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b)Shares, the Company mayInvestor shall be free to secure a bona fide offer for the Offer Shares from a third party and sell the Offer Shares to such third party at a price equal to or greater than the ROFO Price, during provided, that (i) such sale to the bona fide third party is consummated within ninety (90-day period following ) days after the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons ROFO Option Period at a price not less than, and upon the same terms and conditions, no more favorable to the offeree than, those specified third party than were set forth in the Offer Notice. If Investor’s notice to the Company does not enter into an agreement for (it being agreed by the sale of the New Securities within such period, or Investor that if such agreement sale is not consummated within thirty (30) days of the execution thereofsuch 90-day period, the right Investor must re-commence the procedures provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable 4.3 if it wishes to (i) Exempted Securities (as defined in sell the Company’s Constitutive DocumentsShares), (ii) Ordinary Shares issued the Investor notifies the Company in an initial public offering writing of the name, address, telephone number and fax number of the transferee, along with the names and/or title of a “contact person” at such transferee, and (iii) equity securities the transferee of the Company issued under Investor and its Affiliates executes a counterpart copy of this Agreement and thereby agrees prior to the Employee Share Option Plansale, to be bound by all of the terms and provisions of this Agreement, as though it were the Investor.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and the Amended & Restated Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined shares of Common Stock issued in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and the Amended and Restated Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein (the “Voting Agreement”), as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as an Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Registrable Securities then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares number of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Registrable Securities then outstanding). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Registrable Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Registrable Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the 90-one hundred and twenty (120) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Certificate), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Preferred Stock pursuant to the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 5.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Holder. Each Investor A Holder shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor such Holder (“Investor Holder Beneficial Owners”); provided that each such Affiliate or Investor Holder Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as an Holder under Sections 7.1Subsections 4.1, 7.2 4.2 and 8.1 5.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor Holder holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each InvestorHolder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty (30) days [***] after the Offer Notice is given, each Investor Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor Holder (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such InvestorHolder) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-day [***] period, the Company shall promptly notify each Investor Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorHolder”) of any other InvestorHolder’s failure to do likewise. During the 10-day [***] period commencing after the Company has given such notice, each Fully Exercising Investor Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors Holders were entitled to subscribe but that were not subscribed for by the Investors Holders which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor Holder bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors Holders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 5.1(b) shall occur within the later of ninety (90) days [***] of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 5.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 5.1(b), the Company may, during the 90-day [***] period following the expiration of the periods provided in Section 8.1(bSubsection 5.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days [***] of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Holder s in accordance with this Section 8.1Subsection 5.1. (d) The right of first offer in this Section 8.1 Subsection 5.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Certificate), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of Notes pursuant to the Company issued under the Employee Share Option Plan.Purchase Agreement. ACTIVE/119579555.22

Right of First Offer. Subject to the terms and conditions of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The In the event any Shareholder intends to exercise any of the rights set forth in Section 5.1 or Section 5.3 to Transfer all or any part of its Company shall give notice Shares (the “Offered Interest”), such Shareholder shall first provide the other Shareholders with a notice of its intent to sell such Offered Interest (an “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) specifying the number and type of such New Securities to be offered, and (iii) the price and terms, if any, upon which Company Shares that it proposes to sell and the intended offer price. For twenty-eight (28) days following receipt of such New Securities. Offer Notice, each of other Shareholders shall have a right to purchase such Offered Interest at the intended offer price indicated in the Offer Notice, subject to this Section 5.5. Such right shall be exercisable upon delivery of a written reply notice (bor notices) By notification by the Shareholders to the Company transferor within thirty such twenty-eight (3028) day period. If one or more Shareholders timely deliver such a written reply notice, then such Shareholders shall on a single date promptly (and in any case within sixty (60) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquireexpiration of such 28 day period), at the purchase price and on the payment terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available cause to it (each, a “Fully Exercising Investor”) be purchased an amount of any other Investor’s failure to do likewise. During the 10-day period commencing after the each type of Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is Shares equal to the proportion that amount of each type of Company Shares proposed to be sold multiplied in each case by the Ordinary such Shareholder’s Agreement Ownership Percentage (excluding for the purposes of this calculation in the denominator any Company Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred proposed to be offered). No Shareholder shall be required to sell any Company Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b5.5(a) shall occur unless all of the Offered Interest will be purchased by one or more Shareholders. (b) If all of the Offered Interest proposed to be sold is not purchased by one or more Shareholders in the manner specified above, the transferor may, subject to the provisions of this Article V offer such Offered Interest within the later of ninety two hundred seventy (90270) days of the date that the Offer Notice is given and twenty-eight (28) days after the date of initial the Offer Notice; provided that any sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to such Offered Interest must be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons made at a purchase price not less than, and upon terms no more favorable that is equal to or greater than the offeree than, those offer price specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstanding). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement. (e) The right of first offer set forth in this Subsection 4.1 shall terminate with respect to any Major Investor who fails to purchase, in any transaction subject to this Subsection 4.1, all of such Major Investor’s pro rata amount of the New Securities allocated (or, if less than such Major Investor’s pro rata amount is offered by the Company, such lesser amount so offered) to such Major Investor pursuant to this Subsection 4.1. Following any such termination, such Investor shall no longer be deemed a “Major Investor” for any purpose of this Subsection 4.1 (f) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company issued under may elect to give notice to the Employee Share Option PlanMajor Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. (a) Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Applicable Securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each of the InvestorsROFO Offerees. Each Investor The ROFO Offerees shall be entitled to apportion the right of first offer hereby granted to it them in such proportions as it deems they deem appropriate, among (i) itselfthemselves and their respective Affiliates and, (ii) its Affiliates and (iii) its in the case of ROFO Offerees that are Initial Investors, beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Initial Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Investors’ Rights Agreement as an “Investor” under such agreement and each of the Voting Agreement and the ROFR and Co-Sale Agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights under Sections 7.1, 7.2 Subsections 3.1 through 3.4 and 8.1 4.1 hereof), ) and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor ROFO Offeree holding the fewest number of Investor Preferred Shares and any other Derivative Securities; provided that the Lead Investors shall collectively be entitled to apportion their rights of first offer among themselves and up to 10 of their Affiliates or Investor Beneficial Owners without such Affiliates or Investor Beneficial Owners agreeing to purchase any minimum number of New Securities. (ab) The Company shall give notice (the “Offer Notice”) to each Investorof the ROFO Offerees, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bc) By notification to the Company within thirty twenty (3020) days after the Offer Notice is givengiven pursuant to Subsection 4.1(b), each Investor of the ROFO Offerees may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to (i) that portion of such New Securities (the “Pro Rata New Securities”) which equals the proportion that the Ordinary Shares then held by such Investor ROFO Offeree (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such InvestorROFO Offeree) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities) or (ii) only in the case of the Initial Investors and if and only if the offer price of the New Securities, measured in reference to Ordinary Shares, is equal to or lower than the price per Ordinary Share paid by any such ROFO Offeree (calculated based on the price per Preferred Share paid by such ROFO Offeree as adjusted using the then-applicable conversion ratio), 150% of the Pro Rata New Securities then outstanding)with the Pro Rata New Securities of each other ROFO Offeree being correspondingly reduced. At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor ROFO Offeree (excluding any Advisory Investors) that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorROFO Offeree”) of any other InvestorROFO Offeree’s (excluding any Advisory Investors) failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor ROFO Offeree (excluding any Advisory Investors) may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors other ROFO Offerees were entitled to subscribe but that were not subscribed for by the Investors such ROFO Offerees which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor ROFO Offeree (excluding any Advisory Investors) bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors ROFO Offerees (excluding any Advisory Investors) who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(c) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(d). (cd) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(c), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(c), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors ROFO Offerees in accordance with this Section 8.1Subsection 4.1. (de) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Articles), (ii) Ordinary Shares issued in an initial public offering the Qualified IPO, and (iii) equity securities solely in the case of the Advisory Investors, any Strategic Investment. Notwithstanding anything herein to the contrary, the Company issued shall cooperate reasonably to the extent permitted by applicable law to permit the ROFO Offerees to purchase their respective Pro Rata New Securities in any potential initial public offering of the Company’s securities, or, if required under Applicable Securities Laws, in a side-by-side private placement (subject to customary cutbacks and other limitations). (f) Notwithstanding any provision hereof to the Employee Share Option Plancontrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to each of the ROFO Offerees within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each of the ROFO Offerees shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such ROFO Offeree, maintain such ROFO Offeree’s percentage-ownership position or 150% of such percentage, as determined and calculated pursuant to Subsection 4.1(c), before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the ROFO Offerees.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (ia) itself, (iib) its Affiliates and (iiic) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights as an Investor under Sections 7.1, 7.2 and 8.1 Subsection 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstanding). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company issued under may elect to give notice to the Employee Share Option PlanInvestors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to Section 7.1, and except as otherwise allowed under Section 4.1, no Shareholder or Subordinate Shareholder (the terms and conditions of this Section 8.1 and applicable securities Laws“Transferor”) may, if the Company proposes to offer at any time, Transfer any Equity Securities legally or sell any New Securitiesbeneficially held by it, the Company shall first offer such New Securities except pursuant to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities.following provisions: (a) The Company Prior to consummating any such Transfer of the Equity Securities, the Transferor shall give deliver a written notice (the “Offer Notice”) to each Investorother Shareholder (the “Offerees”), stating (i) setting forth its bona fide intention to offer such New SecuritiesTransfer Equity Securities to a third party, (ii) the number and type of such New Equity Securities to be offeredTransferred (the “Subject Shares”), the price at which such Transferor wishes to sell the Subject Shares (the “Offer Price”), and (iii) any other terms of the price and terms, if any, upon which it proposes to offer such New Securitiesoffer. (b) By notification to the Company within thirty (30) days after the The Offer Notice is shall constitute, for a period of 15 days from the date on which it shall have been deemed given, an irrevocable and exclusive offer to sell to each Investor may elect to purchase Offeree (or otherwise acquireany direct or indirect wholly-owned Subsidiary designated by an Offeree), at the Offer Price, a portion of the Subject Shares not greater than the proportion that the number of Equity Securities owned by such Offeree bears to the total number of Equity Securities owned by all the Offerees. (c) Each Offeree (or a designated direct or indirect wholly-owned Subsidiary thereof) may accept the offer set forth in an Offer Notice by giving notice to the Transferor, prior to the expiration of such offer, specifying the maximum number of the Subject Shares that the Offeree wishes to purchase. Any Offeree may exercise the right to purchase all or a portion of Equity Securities pursuant to this Section 4.2 by causing such Person(s) to which such Offeree would be permitted to Transfer Equity Securities pursuant to Section 4.1 to purchase such all or portion of Equity Securities directly from the Transferor, if so specified in the notice given to the Transferor pursuant to this Section 4.2(c) and/or Section 4.2(d). (d) If one or more Offerees do not agree to purchase all of the Subject Shares to which such Offerees are entitled (such shares not purchased, the “Offeree Remaining Shares” and together with Offeree Remaining Shares of all other Offerees, the “Aggregate Remaining Shares”), the Transferor shall promptly so notify each Offeree that has agreed to purchase all of the Subject Shares so entitled (each a “Second Round Offeree”), such notice to constitute an offer to sell, irrevocable for fifteen (15) days, to each such Offeree, at the Offer Price, a portion of the Aggregate Remaining Shares not greater than the proportion that the number of Equity Securities owned by such Second Round Offeree bears to the total number of Equity Securities owned by all of the Second Round Offerees. Each Second Round Offeree shall notify the Transferor, prior to the expiration of such offer, specifying the number of Aggregate Remaining Shares that such Offeree agrees to purchase. (e) If the Offerees in the aggregate agree to purchase any or all of the Subject Shares pursuant to this Section 4.2, they shall pay in cash or immediately available funds for and the Transferor shall deliver valid title to, free and clear of any Lien, such Subject Shares, subject to receipt of any necessary or advisable third party approvals or any Governmental Approvals, within fifteen (15) days following completion of the procedures set forth in subsection (b) and (d) hereof. (f) If the offers made by the Transferor to the Offerees pursuant to subsections (b) and (d) hereof expire without an agreement by one or more Offerees to purchase all of the Subject Shares, the Transferor shall have sixty (60) days to enter into a definitive agreement with respect to such Transfer and ninety (90) days to effect the Transfer of the balance of the Subject Shares to any third party or parties, for cash, at a price not less than the Offer Price, and on upon terms not otherwise more favorable to the terms transferee or transferees than those specified in the Offer Notice, up subject to that portion of such New Securities which equals the proportion that the Ordinary Shares then held execution and delivery by such Investor (including third party of an assignment and assumption agreement, in form and substance satisfactory to the other Shareholders, pursuant to which such third party shall assume all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by obligations of a party pursuant to or under this Agreement. In the event such InvestorTransfer is not consummated within such ninety (90) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company Transferor shall promptly notify each Investor that elects not be permitted to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New sell its Equity Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within 4.2 without again complying with each of the later requirements of this Section 4.2; provided, that such ninety (90) days day period should be extended automatically as necessary (i) to apply for and obtain any Governmental Approvals that are required to consummate such Transfer, so long as the Transferor is making good faith efforts to obtain such Governmental Approvals as soon as practicable in accordance with applicable Law and (ii) in the event that Section 4.3, 4.4, 4.5 or 4.6 applies, to complete the procedure as provided therein. If there is such extension, the relevant period will end on the fifth Business Day following the receipt of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c)such Governmental Approvals. (cg) If all New Securities referred to in the Offer Notice are not elected to The provisions of this Section 4.2 shall terminate upon, and be purchased or acquired as provided in Section 8.1(b)of no force and effect from and after, the Company may, during the 90-day period following the expiration completion of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1IPO. (dh) The Subject to Section 4.2(g), each Shareholder’s right of first offer set forth in this Section 8.1 4.2 shall not be applicable to terminate, (i) Exempted Securities (as defined with respect to Yahoo or SOFTBANK, in the Company’s Constitutive Documents), event such Shareholder ceases to own at least the Threshold Number of Equity Securities and (ii) Ordinary Shares issued with respect to the Management Members, in an initial public offering and (iii) equity securities the event that the aggregate number of Equity Securities owned by the Management Members is less than 50% of the Company issued under the Employee Management Current Share Option PlanNumber.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”)Affiliates; provided that that, each such Affiliate or Investor Beneficial Owner Affiliate: (x) is not a CompetitorCompetitor or a FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that that, any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1, 7.2 Subsections 3.1 and 8.1 3.2 hereof), and (z) agrees to purchase purchase, together with the applicable Investor and any of its other Affiliates to whom this right is apportioned, an aggregate of at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then Preferred Stock issued and held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock issued and any other Derivative Securities then outstanding). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Preferred Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, held by such Fully Exercising Investor bears to the Ordinary Shares Preferred Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. .The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall If a Shareholder (such Shareholder, an “Offering Shareholder”) desires to Transfer by sale more than 10% of the Common Shares owned by the Shareholder Group of such Shareholder (with such 10% being measured based on the Common Shares owned as of the date of this Agreement; the shares the subject of such desired sale, the “Offered Shares”) to one or more third parties (a “Third-Party Purchaser,” which may include buyers in open market transactions), the Offering Shareholder must first give written notice (the “Offer Offering Shareholder Notice”) to each Investorthe Shareholders of the other Shareholder Group in accordance with the provisions of this Section 3.03. For these purposes, stating it is understood that (ix) any sales in one or a series of transactions that are related in any material way (for avoidance of doubt, open market sales that do not occur at substantially the same time, even if through the same placement agent or underwriter, are not related) or (y) any sales to any particular Third-Party Purchaser and its bona fide intention affiliates that occur within 12 months of the time of contracting and closing of any such prior sale (excluding open market sales for which the buyer is unknown, even if the same placement agent or underwriter is used) shall be aggregated to offer such New Securities, (ii) determine whether 10% of the number Common Shares owned by the Shareholder Group have been transferred for purposes of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securitiesthis Section 3.03. (b) By notification The Offering Shareholder shall deliver the Offering Shareholder Notice, in the event that the Offering Shareholder is a Washington Party, to the Company within thirty (30) days after Tiger Representative, and, in the Offer Notice event that the Offering Shareholder is givena Tiger Party, each Investor to the Washington Representative, stating its intent to make such Transfer and specifying the number of Offered Shares proposed to be Transferred by the Offering Shareholder, the consideration to be received for such Offered Shares by such Offering Shareholder, which consideration, if in open market sales, may elect to purchase or otherwise acquire, for example be prevailing open market prices at the price and on time of sale (the terms specified in the “Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectlyPrice”) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares material terms and conditions of the Company then outstanding proposed Transfer (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstandingthe “ROFO Offer”). At the expiration The Representative receiving such notice shall promptly provide a copy of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities Shareholders for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, such Representative acts as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c)Representative. (c) If all New Securities referred The Offering Shareholder Notice shall constitute a legally binding and irrevocable offer to sell the Offered Shares to the Shareholders of the other Shareholder Group at the Offer Price and on the same terms and conditions as set forth in the Offer Offering Shareholder Notice (the “Transfer Consideration”). Upon receipt of the Offering Shareholder Notice, the Washington Representative or the Tiger Representative, as the case may be, shall have five (5) Business Days (the “Acceptance Period”) to accept (“Acceptance”) the Offering Shareholder’s offer as to all, but not less than all, of the Offered Shares by delivering a written notice of such offer (an “Acceptance Notice”) to the Offering Shareholder. “Business Day” means a day other than a Sunday or Saturday or any other day on which banks are not elected required to be purchased closed or acquired are authorized to close in New York, New York, Hong Kong, PRC, or Vancouver, British Columbia. Any Acceptance must be bona fide and shall constitute a legally binding and irrevocable acceptance of the ROFO Offer. The Washington Parties or the Tiger Parties, as provided applicable, will determine and allocate among themselves which Shareholder or Shareholders in Section 8.1(bsuch Shareholder Group will purchase the Offered Shares (the “ROFO Purchaser”), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, determination and upon terms no more favorable to the offeree than, those specified allocation must be included in the Offer Acceptance Notice. If the Company Washington Representative or the Tiger Representative, as the case may be, does not enter into send an agreement for Acceptance Notice within the sale of Acceptance Period, then the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall ROFO Offer will be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1rejected. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Series D Major Investor. Each A Series D Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Series D Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (zy) agrees to purchase at least such number of New Securities as are allocable hereunder to the Series D Major Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Series D Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Series D Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Series D Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Series D Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Series D Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Series D Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Series D Major Investors were entitled to subscribe but that were not subscribed for by the Series D Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Series D Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), Amended and Restated Certificate of Incorporation) and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions specified in this Section 3.4, the Company hereby grants a right of first offer with respect to future private placement sales by the Company of its Shares (as hereinafter defined), as calculated pursuant to Section 3.4(b), (i) first, to D1 and the Janus Investors (together, the “Qualifying Investors”), for so long as any shares of Series F Preferred Stock remain outstanding and the Qualifying Investors continue to collectively hold the majority of the then outstanding shares of Series E Preferred Stock and Series F Preferred Stock, for up to an aggregate number of Shares equivalent to an aggregate total purchase price by all such Qualifying Investors of up to $70,000,000 (the “Maximum ROFO Amount of Shares”), and (ii) thereafter to all other Investors that continue to hold shares of capital stock of the Company, for any remaining Shares not purchased by the Qualifying Investors under (i) above (the “Unpurchased Shares”). For purposes of this Section 8.1 3.4, an Investor includes any partners and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the InvestorsAffiliates of an Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners and Affiliates in such proportions as it deems appropriate, among (iso long as such apportionment does not cause the loss of the exemption under Section 4(a)(2) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members of the Act or any other Person having similar exemption under applicable state securities laws in connection with such sale of Shares by the Company. Each time the Company proposes in a private placement to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (the “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial OwnersShares”); provided that , the Company shall first make an offering of such Shares to each such Affiliate or Qualifying Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by in accordance with the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities.following provisions: (a) The Company shall give deliver a notice in accordance with Section 4.6 (the “Offer Notice”) to each Investor, the Qualifying Investors and all other Investors stating (i) its bona fide intention to offer such New SecuritiesShares, (ii) the number of such New Securities Shares to be offered, and (iii) the price price, terms and terms, if any, conditions upon which it proposes to offer such New SecuritiesShares. (b) By written notification to received by the Company Company, within thirty twenty (3020) calendar days after receipt of the Offer Notice is givenNotice, (i) each Qualifying Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which the Maximum ROFO Amount of Shares that equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then aggregate number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A E Preferred Shares Stock and any other Derivative Securities then Series F Preferred Stock held as of the date hereof, by such Investor) Qualifying Investor bears to the total Ordinary Shares number of shares of Common Stock of the Company then outstanding held as of the date hereof by all Qualifying Investors (assuming full conversion and/or exercise, as applicable, and exercise of all Series A Preferred outstanding convertible and exercisable securities); provided, however, if one Qualifying Investor decides not to purchase all the Shares available to it under this subsection (i), then the other Qualifying Investor (“Fully Exercising QI”) shall be entitled to obtain that portion of the Shares for which the Qualifying Investors were entitled to subscribe but which were not subscribed for, and (ii) any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each remaining Investor that elects may elect to purchase or acquire obtain, up to that portion of the Unpurchased Shares that equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock held as of the date hereof, by such Investor bears to the total number of shares of Common Stock of the Company outstanding as of the date hereof (assuming full conversion and exercise of all outstanding convertible and exercisable securities) plus any shares of Common Stock reserved for issuance under any equity incentive plan approved by the Board of Directors as of the date hereof. The Company shall promptly, in writing, inform each Qualifying Investor and Investor which purchases all the shares Shares available to it (each, a “Fully Fully-Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities Shares for which the Investors were entitled to subscribe but that which were not subscribed for by the Investors which that is equal to the proportion that the Ordinary Shares number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities Stock then held, by such Fully Fully-Exercising Investor bears to the Ordinary Shares total number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities Stock then held, by all Fully Fully-Exercising Investors who wish to purchase such some of the unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred Shares that the Qualifying Investors and the Investors are entitled to in the Offer Notice obtain pursuant to Section 3.4(b) are not elected to be purchased or acquired obtained as provided in Section 8.1(b)3.4(b) hereof, the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Section 8.1(b)3.4(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities Shares to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1herewith. (d) The Except with respect to D1’s and the Janus Investors’ rights under Section 3.4(f), the right of first offer in this Section 8.1 3.4 shall not be applicable to to: (i) Exempted Securities the issuance of securities pursuant to a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof); (ii) the issuance of shares of Common Stock or options therefor to employees, consultants, officers, directors or strategic partners (if in transactions with primarily non-financing purposes) of the Company directly or pursuant to a stock option plan or restricted stock purchase plan approved by the Board of Directors of the Company including at least the Series E/F Director (as defined in the Restated Certificate); (iii) the issuance of shares of Common Stock (A) in a bona fide, firmly underwritten public offering under the Act before which or in connection with which all outstanding shares of Preferred Stock will be automatically converted to Common Stock, or (B) upon exercise of warrants or rights granted to underwriters in connection with such a public offering; (iv) the issuance of shares of Common Stock pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the date hereof or subsequently issued pursuant to this Section 3.4; (v) the issuance of shares of Common Stock in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, each as approved by the Board of Directors of the Company, including at least the Series E/F Director; (vi) the issuance or sale of stock, warrants or other securities or rights, for other than primarily equity financing purposes, as approved by the Board of Directors of the Company, including at least the Series E/F Director, to entities with which the Company has any of the following bona fide business relationships: (1) joint venture, technology licensing or development activities, or (2) distribution, supply or manufacture of the Company’s Constitutive Documentsproducts or services; (vii) the issuance or sale of stock, warrants or other securities or rights in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions, each as approved by the Board of Directors of the Company, including at least the Series E/F Director; or (viii) shares of Common Stock issued or issuable in connection with any transaction approved by the Board of Directors of the Company, where such securities so issued are exempted from the right of first offer in this Section 3.4 by the affirmative vote of Investors holding at least a majority of the then outstanding Series F Preferred Stock held by all Investors (voting together as a single class and not as separate series, and on an as-converted basis). In addition to the foregoing, the right of first offer in this Section 3.4 shall not be applicable with respect to any Investor and any subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors. (e) The right of first offer set forth in this Section 3.4 may not be assigned or transferred, except that such right may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such rights that (i) is an Affiliate, subsidiary, parent, partner, limited partner, retired partner or stockholder of a Holder, (ii) Ordinary Shares issued in is a Holder’s family member or trust for the benefit of an initial public offering and individual Holder, or (iii) equity after such assignment or transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like). (f) Notwithstanding any provisions herein to the contrary, in the event of a Qualified IPO (as defined in the Restated Certificate), the Company shall use its reasonable efforts, subject to the requirements of all applicable securities laws and regulations, to provide each of D1 and the Janus Investors with a right of first offer with respect to such shares of Common Stock of the Company issued under that either Holder desires to purchase, in each case, up to such number of shares equal to the Employee Share Option Plangreater of (i) $15,000,000 divided by the per share purchase price of the Company’s Common Stock in the Qualified IPO and (ii) fifteen percent (15%) of the total number of shares of Common Stock to be sold in the Qualified IPO. If such right of first offer may not be granted to either Holder, then the Company shall, in good faith and upon the written request of either Holder, consider the sale of an equivalent number of shares of the Company’s Common Stock to either Holder in a private placement transaction concurrent to the Qualified IPO. The Company may not reduce the amount of shares of Common Stock that may be purchased by either D1 or the Janus Investors in the Qualified Financing or a concurrent private placement transaction, unless the same reduction is applied to both D1 and the Janus Investors.

Right of First Offer. Subject to the terms and conditions of specified in this Section 8.1 4.1, and applicable securities Lawslaws, if in the event the Company proposes to offer or sell any New Additional Equity Securities, the Company shall first offer make an offering of such New Additional Equity Securities (the “Offered Securities”) to the InvestorsFounders and the Investors (the “Offerees”) in accordance with the following provisions of this Section 4.1. Each Investor Any Offeree shall be entitled to apportion the right of first offer hereby granted to it among their partners, members and Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice deliver a notice, in accordance with the provisions of Section 8.4 hereof, (the “Offer Notice”) to each Investor, the Offerees stating (i) its bona fide intention to offer such New Offered Securities, (ii) the number of such New Offered Securities to be offeredoffered to the Offerees, and (iii) the price and terms, if any, upon which it proposes to offer such New Offered Securities. (b) By written notification to received by the Company Company, within thirty twenty (3020) calendar days after mailing of the Offer Notice is givenNotice, each Investor Offeree may elect to purchase or otherwise acquireobtain its pro-rata share of the Offered Securities, at the price and on the terms specified in the Offer Notice. For purpose of this Section 4.1(b), up to that portion the “pro-rata share” shall be the ratio of such New Securities which equals (a) the proportion that the number of Ordinary Shares then (calculated on a fully-diluted and as-converted basis) held by such Investor Offeree, bearing to (including all Ordinary Shares then issuable (directly or indirectlyb) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total number of Ordinary Shares of the Company (calculated on a fully-diluted and as-converted basis) then outstanding (assuming full conversion and/or exercise, as applicable, immediately prior to the issuance of all Series A Preferred Shares and any other Derivative Securities then outstanding)Additional Equity Securities. At the expiration of such 30-day period, the The Company shall promptly notify promptly, in writing, inform each Investor Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Fully-Exercising InvestorHolder”) of any other InvestorOfferee’s failure to do likewise. During the ten (10) day-day period commencing immediately after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice Holder shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Offered Securities for which any of the Investors Offerees were entitled to subscribe but that which were not subscribed for by the Investors Offerees which is equal to the proportion that calculated by dividing the number of Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, held by such Fully Fully-Exercising Investor bears to Holder by the total number of Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, held by all Fully Fully-Exercising Investors Holders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c)Offered Securities. (c) If all New Offered Securities referred to in the Offer Notice are not elected to be purchased or acquired obtained as provided in Section 8.1(b)4.1(b) hereof, the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Section 8.1(b)4.1(b) hereof, offer and sell the remaining unsubscribed portion of such New Offered Securities (collectively, the “Refused Securities”) to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree Offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Offered Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Offered Securities shall not be offered unless first reoffered to the Investors Offeree in accordance with this Section 8.14.1. (d) The right of first offer set forth in this Section 8.1 shall 4.1 may not be applicable assigned or transferred except that such right is assignable by an Investor to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities any Affiliate of the Company issued under the Employee Share Option Plansuch Investor.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securitiesagreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and the QIPO; (iii) equity the issuance of shares of Series F Preferred Stock pursuant to the Purchase Agreement; or (iv) shares or securities which the Major Investors holding at least a majority of the Company issued under the Employee Share Option PlanRegistrable Securities held by all Major Investors agree, retroactively or prospectively, shall not be deemed to be New Securities.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it. in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty sixty (3060) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it such Major Investor in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitorcompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, Directors and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors competitor or FOIA Party shall not be entitled to any rights as an Investor under Sections 7.1, 7.2 and 8.1 Subsections 3.1 or 3.2 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the an “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it the Company proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-day twenty (20)-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-day ten (10)-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the 90-day ninety (90)-day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Certificate), (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO and (iii) equity securities the issuance of shares of Series B Preferred pursuant to the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it. in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securitiesagreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and the QIPO; (iii) equity the issuance of shares of Series D Preferred Stock in the Offering; or (iv) shares or securities which the Major Investors holding at least a majority of the Company issued under the Employee Share Option PlanRegistrable Securities held by all Major Investors agree, retroactively or prospectively, shall not be deemed to be New Securities.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 2.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor (which for purposes hereof, shall include any transferee thereof). Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securitiespermitted transferees. (a) The Company shall give written notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty (30) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities Warrants then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstandingWarrants). At the expiration of such thirty (30-) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving written notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Warrants then held, by such Fully Exercising Investor bears to the Common Stock issued and any other Derivative Securities held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Warrants then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b2.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c2.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b2.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b2.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty sixty (3060) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.12.1. (d) The right of first offer in this Section 8.1 2.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), shares of Common Stock reserved under existing employee incentive share pools and (ii) Ordinary Shares New Securities issued in an initial public offering and (iii) equity securities of pursuant to acquisitions by the Company issued under the Employee Share Option PlanCompany.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Notes, the Preferred Shares Stock and any other Derivative Securities then held held, by such Investor) Investor bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Notes, Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Notes, Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Notes, Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation, as amended from time to time), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity shares of securities issued in connection with acquisitions by the Company. (e) In lieu of complying with the provisions of Subsections 4.1(a) through (d), unless such non-compliance with Subsections 4.1(a) through (d) adversely affects the Investors in any way in which case the Company will be required to comply with the provisions of Subsections 4.1(a) through (d), the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the Company issued under New Securities. Each Investor shall have twenty (20) days from the Employee Share Option Plandate notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates Affiliates; and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares Series A Preferred Stock, Series B Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty sixty (3060) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock, Series B Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock, Series B Preferred Stock and any other Derivative Securities then outstanding). At the expiration of such 30-sixty (60) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-thirty (30) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock, Series B Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock, Series B Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the 90-one hundred and twenty (120) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and IPO, Direct Listing or SPAC Transaction; (iii) equity securities the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company issued under Purchase Agreement; and (iv) issuances that are approved by the Employee Share Option Planholders of a majority of the Registrable Securities held by the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities”. (a) The Company shall give notice (the “Offer Notice”) to each Investorthe Investors, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By written notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Common Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety sixty (9060) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty sixty (3060) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities shares of Common Stock issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (as defined ii) shares of Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (iii) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) shares of Common Stock issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Company; (v) shares of Common Stock issued pursuant to the acquisition of another corporation by the Company by merger, purchase of all or substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Company; (vi) shares of Common Stock issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company; (vii) shares of Common Stock issued in the IPO; or (viii) the issuance of shares of Common Stock to Nationwide Children’s Hospital and/or The Ohio State University pursuant to the Company’s Constitutive Documents), (ii) Ordinary Shares issued contractual obligations to Nationwide Children’s Hospital in an initial public offering and (iii) equity securities effect as of the date hereof. In addition, each Investor who is party to the Prior Agreement hereby agrees and acknowledges that Section 4 of the Prior Agreement shall not be applicable to the issuance of any shares of Class D Common Stock pursuant to the Purchase Agreement (and hereby waives any and all notice requirements in connection therewith). Lastly, the Company issued shall not be obligated under this Subsection 4.1 to sell any securities to any Person, including but not limited the Investors, who does not qualify as an accredited investor (as such term is defined in Rule 501 as promulgated under the Employee Share Option PlanSecurities Act) at the time of such offering or sale of New Securities. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities at the price per share such New Securities were sold for that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor and Penn (each, an “Offeree”). Each Investor An Offeree shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates Affiliates, including, with respect to Penn, Osage University Partners, and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor such Offeree (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of (i) the Amended and Restated Voting Agreement of even date herewith by and among the Company, the Investors and the other parties named therein (the “Voting Agreement”), and (ii) the Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company, the Investors and the other parties named therein, as an “Investor” or “Key Holder,” as applicable, under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (zy) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative SecuritiesSecurities (provided, that this subsection (y) shall not apply to any Affiliate or Investor Beneficial owner of Penn). (a) The Company shall give notice (the “Offer Notice”) to each InvestorOfferee, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor Offeree may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor Offeree (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such InvestorOfferee) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorOfferee”) of any other InvestorOfferee’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor Offeree may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors Offerees were entitled to subscribe but that were not subscribed for by the Investors Offerees which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor Offeree bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors Offerees who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.Offer

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor and Fidelity Investor (each an “Offeree,” and collectively, the Investors“Offerees”). Each Investor An Offeree shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates Affiliates, and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor such Offeree (“Investor Offeree Beneficial Owners”); provided that each such Affiliate or Investor Offeree Beneficial Owner Owner, as applicable, (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as an Investor under Sections 7.1Subsections 3.1, 7.2 3.2, 3.3 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each InvestorOfferee, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor Offeree may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor Offeree (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such InvestorOfferee) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstanding)Securities. At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorOfferee”) of any other InvestorOfferee’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor Offeree may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors Offerees were entitled to subscribe but that were not subscribed for by the Investors Offerees which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor Offeree bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors Offerees who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Offerees in accordance with this Section 8.1Subsection 4.1. Notwithstanding anything to the contrary, the rights set forth in Subsection 4.1 may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Offeree without the written consent of such Offeree, unless such amendment or waiver applies to all Offerees in the same fashion (it being agreed that a waiver of the provisions of Subsection 4.1 with respect to a particular transaction shall not be deemed to apply to all Offerees in the same fashion if the Offerees approving such waiver remain able to purchase securities in such transaction, either directly or by assignment of such purchase right to their affiliate(s), where another Offerees is no longer able to purchase securities in such transaction as a result of such waiver). (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering a Qualified IPO; and (iii) equity securities the issuance of shares of Preferred Stock to a Purchaser pursuant to the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it. in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitorcompetitor (provided that neither Foresite, Fidelity nor ▇▇▇▇▇▇▇▇ may be determined to be a competitor of the Company in any event for any purpose hereunder) or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, Directors and (y) agrees to enter into this Agreement and the Voting Agreement (as defined in the Subscription Agreement), as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees provided further that neither Foresite nor any of its Affiliates, Fidelity nor ▇▇▇▇▇▇▇▇ may be determined to purchase at least such number be a competitor of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and Company in any other Derivative Securitiesevent for any purposes hereunder). (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Major Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A B Preferred Shares and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A B Preferred Shares and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of all Series A B Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A B Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; and (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1, and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, appropriate among (i) itself, (ii) itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”)Affiliates; provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor of the Company (as reasonably determined by the Company’s Board of Directors), unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and the Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor (as reasonably determined by the Company’s Board of Directors Directors) shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2, 3.3 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety one hundred twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty forty-five (3045) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares equity securities issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(b). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation (as may be amended from time to time), ); (ii) Ordinary Shares shares of Series B Preferred Stock issued in an initial public offering pursuant to the Purchase Agreement; and (iii) equity securities shares of Common Stock issued in the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held held, by such Investor) Investor bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series B Preferred Stock pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the Company issued under New Securities. Each Investor shall have twenty (20) days from the Employee Share Option Plandate notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor and Napo (each an “Offeree” and together, the Investors“Offerees”). Each Investor An Offeree shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor such Offeree (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitorcompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as an Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares Series A Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each InvestorOfferee, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor Offeree may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor Offeree (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such InvestorOfferee) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor Offeree that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other InvestorOfferee’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors Offerees were entitled to subscribe but that were not subscribed for by the Investors Offerees which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Offerees in accordance with this Section 8.1Subsection 4. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Certificate), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series A Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company issued under Purchase Agreement. (e) The right of first offer set forth in this Subsection 4.1 shall terminate with respect to any Offeree who fails to purchase, in any transaction subject to this Subsection 4.1, all of such Offeree’s pro rata amount of the Employee Share Option PlanNew Securities allocated (or, if less than such Offeree’s pro rata amount is offered by the Company, such lesser amount so offered) to such Offeree pursuant to this Subsection 4.1.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to (i) each Major Investor, and (ii) only in the Investorsevent that such an offer or sale of New Securities is a financing in which BMS is entitled to participate in accordance with the provisions of Section 8.1.2 of the BMS License Agreement – also to BMS. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and the Stockholders Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.13.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each InvestorMajor Investor and, if applicable in accordance with the foregoing, also to BMS, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty fourteen (3014) days after the Offer Notice is given, each Major Investor (and, if applicable in accordance with the foregoing, BMS) may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock); provided, that if BMS is entitled to purchase or otherwise acquire a portion of such New Securities in accordance with Section 8.1.2 of the BMS License Agreement, then the number of New Securities each Major Investor is entitled to purchase or acquire hereunder shall be proportionally reduced to the extent required (if at all required) to allow the sale to BMS of that number of New Securities it has elected to purchase or otherwise acquire in such financing in accordance with Section 8.1.2 of the BMS License Agreement, and any other Derivative provided, further, that, notwithstanding anything to the contrary and unless approved by holders of at least a majority of the Registrable Securities then outstandingoutstanding and held by the Major Investors, in no event shall BMS be entitled to purchase or otherwise acquire any New Securities in excess of the amount it is entitled to purchase in such financing pursuant to Section 8.1.2 of the BMS License Agreement (i.e. as required in order to maintain its eight percent (8.0%) ownership interest in Company (on a fully diluted basis)). At the expiration of such 30-fourteen (14) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Investors Major Investors, which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety one hundred twenty (90120) days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.13.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty (30) 20 days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstanding) (such amount, the “Pro Rata Share”). At the expiration of such 30-20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-10 day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the 90-90 day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series B Preferred Stock to Additional Purchasers pursuant to Section 1.3 of the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1, the preemptive rights granted to The Broad Institute, Inc. and its designees pursuant to the Broad License, and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the InvestorsBoard of Directors has not reasonably determined that such Major Investor is a Competitor). Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, Directors and (y) agrees to enter into this Agreement and each of the Voting Agreement , and Right of First Refusal and Co-Sale Agreement of even date hereof among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by or FOIA Party to whom the Board foregoing right of Directors first offer is apportioned shall not be entitled to any rights as a Major Investor or Investor, as applicable, under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number but the Investor that so apportioned the right of New Securities as are allocable first offer shall retain all rights hereunder to which it would otherwise be entitled in accordance with the Investor holding the fewest number of Investor Shares and any other Derivative Securitiesterms hereof. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingoutstanding (such portion the “Pro Rata Share”). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty ninety (3090) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities shares of Series B Preferred Stock issued pursuant to the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held held, by such Investor) Investor bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO, and (iii) equity securities the issuance of shares of Series D Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. For the purposes of this Section 4 only, among in the event that the Company proposes to offer or sell New Securities for a price per unit less than the Series A Preferred Price (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereofRestated LLC Agreement), and (z) agrees each Founder shall be offered the same rights of first offer as afforded to purchase at least such number of New Securities as are allocable hereunder to the each Investor holding the fewest number of Investor Shares and any other Derivative Securitiesin this Section 4. (a) The Company shall give notice (the “Offer Notice”) to each InvestorInvestor and, if applicable, each Founder stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, (i) each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Units and any other Derivative Securities then held by such Holder bears to the total Common Units of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Units and other Derivative Securities) and (ii) if applicable, each Founder may elect may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Units issued and held by Gigamon Systems and allocable to such Founder (with allocation based on the such Founder’s equity interest in Gigamon Systems relative to the equity interests in Gigamon Systems held by other Founders) or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Units and any other Derivative Securities then held by such Founder bears to the total Common Units of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Units and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the securities available to it and, if applicable, each Founder who has elected to purchase or acquire all the securities available to him (each, a “Fully Exercising Holder”) of any other Investor’s or, if applicable, Founder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of securities specified above, up to that portion of the New Securities for which Investors and, if applicable, Founders were entitled to subscribe but that were not subscribed for which is equal to the proportion that the Common Units issued and held (or held indirectly through Gigamon Systems, as described in clause (ii) of the first sentence of this paragraph), or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Units and any other Derivative Securities then held, by such Fully Exercising Holder bears to the Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Units and any other Derivative Securities then held, by all Fully Exercising Investors Holders who wish to purchase such unsubscribed sharessecurities. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors and, if applicable, the Founders in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated LLC Agreement), ; (ii) Ordinary Shares Common Units issued in an initial public offering the IPO; and (iii) equity those securities described in Section 2.1(c)(ii) of the Company issued under the Employee Share Option PlanRestated LLC Agreement.

Right of First Offer. (a) Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (ab) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (bc) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(c) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (cd) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(c), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(c), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (de) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Preferred Stock issued in an initial public offering pursuant to the Purchase Agreement; and (iii) equity securities shares of Common Stock issued in the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of specified in this Section 8.1 3(a) and applicable securities Lawslaws, if the Company proposes to offer or sell any New SecuritiesSecurities within twelve (12) months after the Closing, the Company shall first offer make an offering of such New Securities to Series A Investor in accordance with the Investorsfollowing provisions of this Section 3 (the “RIGHT OF FIRST OFFER”). Each A Series A Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members, and Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates appropriate subject to any applicable securities laws limitations and (iii) its beneficial interest holders, subject to such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of Persons who acquire New Securities is otherwise consented becoming a party to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative SecuritiesAgreement. (a) i. The Company shall give deliver a notice in accordance with the provisions of Section 6(e) hereof (the “Offer NoticeOFFER NOTICE”) to each Investor, of the Series B Investor stating (i) its bona fide intention to offer such New Securities, ; (ii) the number of such New Securities to be offered, ; and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. ii. By written notification received by the Company, within ten (b10) By notification to the Company within thirty (30) calendar days after mailing of the Offer Notice is givenNotice, each of the Series B Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which that equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares SERIES B PREFERRED STOCK (and any other Derivative Securities securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) then held held, by such Investor) Series A Investor bears to the total Ordinary Shares number of shares of Common Stock of the Company issued and held, or issuable upon conversion of the SERIES B PREFERRED STOCK then outstanding (assuming full conversion and/or exerciseheld, as applicable, by all of all the Series B Investor. The Company promptly shall inform in writing Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising InvestorFULLY EXERCISING INVESTOR”) of any other Series A Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given receipt of such noticeinformation, each Fully Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities for which the Investors Series B Investor were entitled to subscribe but for which the Series B Investor did not subscribe that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities SERIES B PREFERRED STOCK then held, by such Fully Exercising Investor bears to the Ordinary Shares total number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities SERIES B PREFERRED STOCK then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) iii. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired obtained as provided in Section 8.1(b)3(a)(ii) hereof, the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Section 8.1(b)3(a)(ii) hereof, offer and sell the remaining unsubscribed portion of such New Securities (collectively, the “REFUSED SECURITIES”) to any Person or Persons Person(s) at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Series B Investor in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents3(a), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor that is an “accredited investor” (as defined Rule 501(a) under the InvestorsSecurities Act). Each An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. For the avoidance of doubt, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the an Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s an “accredited investor” shall not have any right to be offered or to purchase of New Securities is otherwise consented from the Company pursuant to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative SecuritiesSection 4. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty (30) 20 days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held held, by such Investor) Investor bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 3020-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) 90 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and the IPO or a SPAC Transaction; or (iii) equity securities the issuance of shares of Series F Preferred Stock to Additional Purchasers (as defined in the Company issued under Purchase Agreement) pursuant to the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative SecuritiesAffiliates. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstanding). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Preferred Stock to the Purchasers pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the Company issued under New Securities. Each Investor shall have twenty (20) days from the Employee Share Option Plandate notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor and The Board of Trustees of the InvestorsUniversity of Illinois (the “University Investor”). Each A Major Investor and the University Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor. The University Investor shall be permitted to apportion its right of first offer granted hereby to other individuals or entities that are not competitors of the Company; provided, that the University Investor (“Investor Beneficial Owners”); provided that each provides the Company with prior written notice of such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securitiesassignment. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor and the University Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor and the University Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that quotient determined by dividing (A) (i) the Ordinary Shares shares of Common Stock then held by such Major Investor (including all Ordinary Shares that have been issued or are then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such InvestorMajor Investor (excluding any University Shares) bears to and (ii) the University Shares, by (B) the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.the

Right of First Offer. Subject to the terms and conditions of specified in this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities2.03, the Company shall hereby grants to each Investor a right of first offer such New Securities with respect to future sales by the InvestorsCompany of its Shares (as hereinafter defined). Each An Investor shall be entitled who chooses to apportion exercise the right of first offer hereby granted to it may designate as purchasers under such right itself or its partners, stockholders or Affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, among (i) itselfor securities convertible into or exercisable for any shares of, (ii) any class or series of its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor capital stock (“Investor Beneficial OwnersShares”); provided that , the Company shall first make an offering of such Shares to each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by in accordance with the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities.following provisions: (a) The Company shall give deliver a notice (the “Offer RFO Notice”) to each Investor, the Investors stating (i) its bona fide intention to offer such New Securities, Shares; (ii) the number of such New Securities Shares to be offered, ; and (iii) the price and terms, if any, upon which it proposes to offer such New SecuritiesShares. (b) By notification to the Company within thirty Within twenty (3020) days after delivery of the Offer Notice is givenRFO Notice, each the Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer RFO Notice, up to that portion of such New Securities Shares which equals the proportion that the Ordinary Shares number of shares of Common Stock then held issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares number of the Company shares of Common Stock then outstanding (assuming full conversion and/or exercise, as applicable, and exercise of all Series A Preferred Shares and any other Derivative Securities then outstandingconvertible or exercisable securities). At the expiration of such 30-day period, the The Company shall promptly notify promptly, in writing, inform each Investor that elects to purchase or acquire purchases all the shares available to it (each, a “Fully Fully-Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities Shares for which the Investors were entitled to subscribe but that which were not subscribed for by the Investors which that is equal to the proportion that the Ordinary Shares number of shares of Common Stock then issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, and exercise of Series A Preferred Shares and any other Derivative Securities all convertible or exercisable securities then held, by such Fully Fully-Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, total number of the Series A Preferred Shares and any other Derivative Securities then held, shares of Common Stock held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing then outstanding (assuming full conversion and exercise of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(call convertible or exercisable securities). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the The Company may, during the 90-sixty (60) day period following the expiration of the periods period provided in Section 8.1(b)2.03(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities the Shares to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer RFO Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within thirty fifteen (3015) days of after the execution thereof, the right rights provided hereunder under this Section 2.03 shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1herewith. (dA) The right of first offer in this Section 8.1 2.03 shall not be applicable to (i) Exempted Securities Common Stock issued or issuable to officers, directors, employees or consultants of the Company under the Company’s stock option plan or other employee equity compensation plans, agreements or arrangements in effect from time to time in effect from time to time as approved by the Board, including the Series A Directors (as defined in the Company’s Constitutive DocumentsCertificate), ; (ii) Ordinary Shares Common Stock issued in an initial public offering pursuant to stock splits and Common Stock-on-Common Stock dividends; (iii) equity securities capital stock, or warrants or options to purchase capital stock, issued in connection with strategic transactions involving the Company and other entities, including (A) joint ventures, manufacturing, marketing or distribution arrangements, or (B) technology transfer or development arrangements, approved by the Board, including the Series A Directors; (iv) capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board, including the Series Directors; (v) Common Stock or any other underlying security actually issued upon the conversion, exchange or exercise of the Company Preferred Stock or any derivative security; (vi) Common Stock issued or issuable in or under an IPO; (vii) the Make Whole Shares that may be issued from time to time pursuant to Section 1.04 of the Purchase Agreement; (viii) shares of capital stock issued or issuable as a dividend or distribution on the Preferred Stock; (ix) shares of capital stock, or warrants or options to purchase capital stock issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution, approved by the Board, including the Series A Directors; or (x) issuances of capital stock, or warrants or options to purchase capital stock, for which the provisions of this Section 2.03 are waived by holders of at least sixty-six and two thirds percent (66 2/3%) of the Registrable Securities then outstanding. In addition to the foregoing, the right of first offer in this Section 2.03 shall not be applicable with respect to any Investor and any subsequent securities issuance, if (x) at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Employee Share Option PlanSecurities Act, and (y) such subsequent securities issuance is otherwise being offered only to accredited investors. The right of first offer in this Section 2.03 shall terminate upon the earlier of a (i) Qualified Offering and (ii) Change of Control.

Right of First Offer. Subject (i) If at any time following the date that is nine (9) months after the Filings Completion Date and prior to the distribution of an Asset Pool to the Receiving Partners of such Asset Pool or their Affiliates (the “Dissolution Offer Period”), such Receiving Partners desire the Partnership to Transfer all or any portion of the Assets (the “Transfer Assets”) in such Asset Pool or any direct or indirect equity interest therein to any Person other than such Receiving Partners or their Affiliates, such Receiving Partners (the “Dissolution Offering Partners”) shall (or shall cause the Partnership to) first offer to sell such Transfer Assets on the terms and subject to the conditions of set forth in this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof8.4(x), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give by giving written notice thereof (the “Dissolution Offer Notice”) to each Investorthe other Partners or, stating if applicable, to the Persons who were, immediately prior to the first Distribution Date, the other Partners (the “Dissolution Offeree Partners”). A Dissolution Offer Notice shall specify: (i) its bona fide intention the price for the Transfer Assets subject to offer such New Securities, the Dissolution Offer Notice; (ii) the number types of currency (and terms of, if applicable) for payment of such New Securities price, which currency may consist only of cash; the assumption of liabilities; debt; common stock; preferred stock; convertible preferred stock; or such other corporate security that (1) is generally accepted by the financial community for use in acquisition transactions and (2) may be replicated by the Dissolution Offeree Partners or its Affiliates (it being expressly understood that securities are to be offered, described in terms replicable by any third party regardless of the identity of the particular issuer); and (iii) all other material terms of the price proposed offer to sell, including, without limitation, whether such transaction is to be tax-advantaged or tax-deferred, and terms, if any, upon which it proposes all conditions to offer such New Securitiesclosing. (bii) By notification If the Dissolution Offeree Partners do not accept within forty-five (45) days the offer set forth in the Dissolution Offer Notice (a “Waiver”), then at the time of the lapse of such period for acceptance and subject to compliance with the time frames set forth in this Section 8.4(x) for execution of definitive agreements, the Dissolution Offering Partners may cause the Partnership to sell Transfer Assets subject to the Company within thirty (30) days after the Dissolution Offer Notice to a third party that is given, not an Affiliate of the Dissolution Offering Partners on terms and conditions determined by the Dissolution Offering Partners; provided that such sale or transfer is: (1) for the types of currency specified in the Dissolution Offer Notice and in at least ninety-five percent (95%) of the minimum amount of each Investor may elect such type of currency set forth in the Dissolution Offer Notice; (2) at a price equal to purchase or otherwise acquire, at greater than ninety-five percent (95%) of the price and specified in the Dissolution Offer Notice; and (3) on substantially all of the other material terms specified in the Dissolution Offer Notice, up including the conditions to that portion of closing. (iii) If the Partnership does not sign definitive agreements for such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b8.4(x) shall occur within the later of ninety (90) 180 days of the date Dissolution Partner Offerees’s Waiver, then the provisions of this Section 8.4(x) shall again be applicable; provided that at any point during such 180-day-period, the Dissolution Offering Partner may submit a new Dissolution Offer Notice and restart the process under this Section 8.4(x); provided further, that if such new Dissolution Offer Notice is given not materially different than the prior notice, except as to price, and such price is lower than the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to price in the prior Dissolution Offer Notice, then the period of time for the Dissolution Offeree Partners to accept the offer set forth in the Dissolution Offer Notice are not elected to be purchased or acquired as provided in under Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (308.4(x)(ii) days of the execution thereof, the right provided hereunder with respect thereto shall be deemed to be revived fifteen (15) days. (iv) If the Dissolution Offeree Partners accept, within the time period set forth in Section 8.4(x)(ii) above, the offer set forth in the Dissolution Offer Notice, upon such acceptance, the terms of such accepted offer shall become binding upon the parties. The Dissolution Offering Partners, the Partnership and the Dissolution Offeree Partners shall negotiate in good faith to enter into more formal agreements within forty-five (45) days of such New Securities acceptance, but it is understood and agreed that the terms of the accepted offer shall not be offered unless first reoffered binding upon the parties and the transaction shall be consummated on the terms set forth in such accepted offer, including being subject to satisfaction of all conditions therein. At any time prior to the Investors acceptance by the Dissolution Offeree Partners of an offer set forth in a Dissolution Offer Notice, the Dissolution Offering Partners may cause the Partnership to distribute their Asset Pool to them or their Affiliates in accordance with this and subject to Section 8.18.4(h), and in such event, such offer shall be void and of no further force or effect. (dv) The right of first offer in Dissolution Offeree Partners may assign their rights under this Section 8.1 8.4(x) to their Ultimate Parent or any of its Affiliates by delivering written notice of such assignment to the Partnership and the Offeror Partners; provided, that no such assignment shall not relieve the Dissolution Offeree Partners of their obligations under this Section 8.4(x). (vi) The Partners and the General Manager shall cooperate in good faith with any attempt to sell Transfer Assets, including by providing reasonable access to books and records subject to the limitations described in Section 5.2(f). The Dissolution Offering Partners shall indemnify and hold harmless the Partnership and its Subsidiaries, the General Manager and the other Partners and their respective Affiliates (the “Non-Selling Indemnified Parties”) for any Damages related to or arising out of sale or attempted sale of Transfer Assets, including all reasonable costs and expenses of negotiations with third parties, and shall cause all representations, warranties and indemnities to be applicable non-recourse to all Non-Selling Indemnified Parties. Subject to the foregoing, the Partnership and its Subsidiaries shall execute such documents in connection with such sale or transfer as the Dissolution Offering Partners reasonably request. (ivii) Exempted Securities (as defined in For the Company’s Constitutive Documents)avoidance of doubt, (ii) Ordinary Shares issued in an initial public offering any and (iii) equity securities all proceeds of the Company issued under Sale of Transfer Assets shall be allocated to the Employee Share Option PlanAsset Pool of the Dissolution Offering Partners and distributed to them as promptly as possible.

Right of First Offer. Subject (a) If either GIP or the WS Group decides at any time after the expiration of the Lock-up Period, to sell all (but not part) of the Shares, it shall first offer them to be sold to the other Party (the “First Offer Right”). For the avoidance of doubt, (i) the Parties agree that any allowed Transfer of Shares under this Agreement (other than those to Permitted Transferees) shall require the transfer of 100% of the Shares owned by such Party and (ii) that the Supermajority Matters do not restrict the right of the Parties to undertake an allowed Transfer of Shares; and (iii) that in the case a Party intends a Transfer of Shares by means of the transfer of the Shares of CIESA owned by PEPCA, Petrobras Hispano and/or the CIESA Trust, such indirect Transfer of Shares shall be subject to: (a) fulfillment of all conditions and obligations pursuant to Article IV hereto, (b) assumption by the Selling Party of all tax costs for PEPCA, Petrobras Hispano and/or the CIESA Trust triggered by such indirect transfer; (c) compliance with Applicable Laws and any regulatory authorizations required: and (d) that the indirect transfer does not adversely affect the rights of the Non-Selling Party as Shareholder of either PEPCA, Petrobras Hispano or the CIESA Trust, as a the case may be. (b) In order to allow a Party to exercise the First Offer Right (the “Selling Party”), the Selling Party shall provide to the other Party (the “Non-Selling Party”) a written notice informing that it is willing to sell all of the Selling Party’s Shares (the “FOR Shares”), the price –payable in cash- upon which it is willing to sell the FOR Shares, payment manner and all other material terms and conditions (a “Section 4.3 FOR Notice”). Section 4.3 FOR Notice shall be deemed an irrevocable offer to sell to the Non-Selling Party the FOR Shares subject to the terms and conditions set forth therein and the other applicable term of the Agreement. (c) Each Party may exercise its First Offer Right and purchase the FOR Shares under the terms set forth in the Section 4.3 FOR Notice, by delivering written notice (a “FOR Exercise Notice”) to the Non-Selling Party, with a copy to the SC, within twenty (20) Business Days after receiving the Section 4.3 FOR Notice (the “FOR Exercise Notice Period”). Non-Selling Party may acquire the FOR Shares directly or through any of its Affiliates. (d) If the Non-Selling Party does not elect to purchase the FOR Shares by the end of the FOR Exercise Notice Period, then the Selling Party may Transfer the FOR Shares to any third party to the extent the payable purchase price is equal or higher than the price set forth in the Section 4.3 FOR Notice and subject to the general requirements for Transfer set forth in Section 4.1 hereof; provided, however that if such Transfer to a third party is not consummated within ninety (90) Business Days from the date the FOR Exercise Notice Period lapsed (the “Third-Party Selling Period”), then Selling Party shall be required to commence a new process pursuant to Section 4.3 if it wishes to Transfer Shares to a third party and the relevant FOR Shares shall not be Transferred without fully complying again with the provisions of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities4.3. (e) If Non-Selling Party exercises its First Offer Right, the Company closing shall first offer such New Securities to take place within thirty (30) Business Days following the Investorsdate of receipt by the Selling Party of the FOR Exercise Notice. Each Investor Selling Party shall be entitled to apportion give representations and warranties on (v) its ownership of the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itselfFOR Shares, (iiw) its Affiliates and (iii) its beneficial interest holdersauthority to Transfer the FOR Shares, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless the non-violation by such party’s purchase Transfer of New Securities is otherwise consented to by the Board of Directorsany applicable law or contractual restriction, (y) agrees the validity of such Transfer to enter into this Agreement as an “Investor” under such agreement the Non-Selling Party (provided that or the designated Affiliate) in any Competitor as reasonably determined Transfer document to be executed and delivered by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof)them, and (z) agrees such other customary representations and warranties. As a condition to purchase at least such number closing, the Selling Party shall deliver letters of New Securities as are allocable hereunder to resignations from the Investor holding members of the fewest number SC, the Boards of Investor Shares Petrobras Hispano, PEPCA, CIESA, TGS and any other Derivative SecuritiesTGS Group Company and statutory audit committee members nominated by Selling Party. (af) The Company purchase price set forth in the Section 4.3 FOR Notice shall give notice (be paid to the “Offer Notice”) to each Investor, stating (i) Selling Party upon delivery of the documentation required for the registration of the Transfer of the FOR Shares in favor of non-Selling Party or its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securitiesdesignee. (bg) By notification to Each of the Company within thirty (30) days after the Offer Notice is givenWS Group and GIP or its designee shall bear its own taxes, each Investor may elect to purchase or otherwise acquire, at the price costs and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor expenses (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(clegal fees). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitorcompetitor, as reasonably determined by the Board, or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsBoard, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor competitor, as reasonably determined by the Board of Directors Board, or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Investor Shares shares of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstanding). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the 90-one hundred twenty (120) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and (iii) equity securities terms of the Company issued under New Securities. Each Major Investor shall have twenty (20) days from the Employee Share Option Plandate notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held held, by such Investor) Investor bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), Certificate of Incorporation) and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”)Affiliates; provided that that, each such Affiliate or Investor Beneficial Owner (x) is not a Competitorcompetitor of the Company as reasonably determined by the Board of Directors, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Third Amended and Restated Voting Agreement and Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that that, any Competitor competitor of the Company as reasonably determined by the Board of Directors shall not be entitled to any rights as an Investor under Sections 7.1Subsections 3.1, 7.2 and 8.1 3.2 or 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. For purposes of this Agreement, neither Celgene Corporation nor its Affiliates are “a competitor of the Company”. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Common Stock that are not Default Conversion Shares then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingand excluding any Default Conversion Shares). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Common Stock that are not Default Conversion Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock, that are not Default Conversion Shares, issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety forty-five (9045) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Certificate), ; and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and (iii) equity securities terms of the Company issued under New Securities. Each Investor shall have twenty (20) days from the Employee Share Option Plandate notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage- ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“Investor Beneficial Owners”); provided that each any such Affiliate or Investor Beneficial Owner (xy) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (yz) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights as an Investor under Sections 7.1Subsections 3.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issued or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company held by all Major Investors together then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A the Preferred Shares Stock and any other Derivative Securities then outstandingheld by all Major Investors together). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the 90-ninety day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) itself and its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative SecuritiesAffiliates. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of the failure of any other Investor’s failure Investor to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), Restated Certificate) and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Major Investors. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it. in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “"beneficial ownership”, ," as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Major Investor (“"Investor Beneficial Owners”"); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “"Investor” " under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securitiesagreement. (a) The Company shall give notice (the “"Offer Notice”") to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding held by all the Major Investors (assuming full including all shares of Common Stock issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of all Series A the Preferred Shares Stock and any other Derivative Securities then outstandingheld by the Major Investors). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “"Fully Exercising Investor”") of any other Major Investor’s 's failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents's Certificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series B Preferred Stock to Hercules or Additional Purchasers pursuant to Section 1.2 of the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to (a) Any Right of First Offer Transfer by any Shareholder or any Permitted Transferee of the terms and conditions of this Section 8.1 and applicable securities Laws, if Shareholders (the Company proposes to offer or sell any New Securitiesproposed transferor, the Company shall first offer such New Securities "Transferring Party") will be subject to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted provisions of this Section 3.02. (b) Prior to it in such proportions as it deems appropriateeffecting any Right of First Offer Transfer, among the Transferring Party shall deliver a written notice (the "Offer Notice") to the Company, which Offer Notice shall specify (i) itself, (ii) its Affiliates the number or amount and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, description of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented Voting Shares intended to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New SecuritiesTransferred, (ii) the number of applicable exception under Section 3.01 pursuant to which such New Securities to be offered, Transfer is being made and (iii) if applicable, the price and terms, if any, upon which it proposes to Specified Price (as defined below). The Offer Notice shall constitute an irrevocable offer such New Securities. (b) By notification to the Company within thirty or its designee, for the period of time described below, to purchase all (30but not less than all) days after of such Voting Shares at (i) the Offer Price (as defined in Section 3.02(c) below), in the case of a Permitted Tender Offer, (ii) the price set by the Transferring Party in the Offer Notice is given(the "Specified Price"), each Investor may elect to purchase in the case of a Private Placement, or otherwise acquire, at (iii) the price and on Current Market Value as of the terms specified in date of the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including in all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c)cases. (c) If all New Securities referred For purposes hereof, the "Offer Price" shall mean with respect to any Permitted Tender Offer, the final tender offer or exchange offer price offered per Voting Share in such offer, or any other offer announced prior to the scheduled expiration date of the initial offer, if higher, taking into account any provisions thereof with respect to proration and any proposed second step or "back-end" transaction. To the extent the Offer Notice are not elected Price consists of consideration other than cash or a publicly traded security for which a closing market price is published for each Business Day (in which case such non-cash portion of the consideration shall be equal to be purchased or acquired the Current Market Value determined as provided in Section 8.1(bof the Business Day prior to the announcement of the Permitted Tender Offer), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder consideration shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right valued by a determination of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.a 22 18

Right of First Offer. Subject 3.6.1 If and only if the Second Closing does not occur on or before the Second Closing Deadline as a result of the failure to timely obtain the terms and conditions of Shareholder Approval, this Section 8.1 3.6 shall apply from and applicable securities Lawsafter the Second Closing Deadline until the fifth anniversary thereof. 3.6.2 Except for transfers to Permitted Transferees, if the Company proposes Seller desires to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right Dispose (as defined in Section 4) of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members all or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, portion of any of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate Shares or Investor Beneficial Owner (x) is not any economic interest therein to a Competitorthird party in a privately negotiated transaction, unless such party’s purchase of New Securities is otherwise consented to by the Board of DirectorsSeller shall, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least three (3) Business Days prior to such number Disposition, email and fax a notice of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice such offer (the “Offer Notice”) to each the Investor, stating . The Offer Notice shall contain (i) its bona fide intention the number of Shares that Seller proposes to offer such New Securities, Dispose of; (ii) the number name of such New Securities to be offered, and the proposed third party transferee; (iii) the price proposed purchase price, terms of payment and termsother material terms and conditions of such proposed transfer; and (iv) an estimate, if anyin Seller’s reasonable judgment, upon which it proposes of the fair market value of any non-cash consideration offered by the proposed transferee. The Offer Notice shall be deemed to be an offer such New Securities. (b) By notification of the subject Shares to the Company within thirty (30) days after Investor on the same terms and conditions as proposed by such third party. Subject to compliance with the Nasdaq Marketplace Rules applicable to the Company, the Investor shall first have the right, but not the obligation, to purchase all, but not less than all, of the Shares specified in the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified therein by emailing and faxing notice of such election to Seller within three (3) Business Days after the initial email or fax delivery of the Offer Notice (the “Private Sale Election Period”). The Investor may choose to have a designee purchase any Shares elected by it to be purchased hereunder, and references to the Investor in this Section 3.6.2 shall refer to such designee as the context requires. 3.6.3 Except for transfers to Permitted Transferees, if Seller desires to Dispose of all or any portion of any of the Subsequent Shares in a sale pursuant to Rule 144 or pursuant to the Seller Registration Statement (other than in a privately negotiated transaction, which shall be governed by Section 3.6.2), Seller shall, at least three (3) trading hours prior to such Disposition, email, fax or phone a notice of such offer (the “Offer Notice”) to the Investor. Without limiting the foregoing, in connection with any Offer Notice via phone, the Investor shall use its best efforts to conduct a live phone conversation with either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇. The Offer Notice shall contain (i) the number of Shares that Seller proposes to Dispose of and (ii) if pursuant to a proposed block sale at a fixed price, such price, or otherwise, the sales price for the Common Stock reported on Nasdaq’s website (▇▇▇.▇▇▇▇▇▇.▇▇▇) immediately prior to giving the Offer Notice. The Offer Notice shall be deemed to be an offer of the subject Shares to the Investor at the price set forth in the Offer Notice (the “Trading Price”). Subject to compliance with Nasdaq Marketplace Rules applicable to the Company, the Investor shall first have the right, but not the obligation, to purchase all but not less than all, of the Shares specified in the Offer Notice at the Trading Price by delivering email, fax or phone notice of such election to Seller within three (3) trading hours after the initial email, fax and phone delivery of the Offer Notice (the “Public Sale Election Period”). The Investor may choose to have a designee purchase any Shares elected by it to be purchased hereunder, and references to the Investor in this Section 3.6.3 shall refer to such designee as the context requires. 3.6.4 If the Investor has elected to purchase the subject Shares from Seller, the Disposition of the Common Stock shall be consummated as soon as practicable after the delivery of the election notice, but in any event within the later of (i) five (5) days after the expiration of the Private Sale Election Period or Public Sale Election Period, as applicable, or (ii) one (1) Business Day after expiration or termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable. At the closing of the purchase of the subject Shares, Seller shall provide representations and warranties as to title to such securities and that there are no liens or other encumbrances on such securities (other than pursuant to this Agreement) and shall sign stock powers (with signatures guaranteed) for transfer of the subject Shares. In the event the Offer Notice provides for any non-cash consideration for the subject Shares, the Investor and Seller shall negotiate in good faith to determine the all-cash equivalent of the consideration proposed in the Offer Notice, up . Investor shall only be required to that portion pay cash for the subject Shares being Disposed of such New Securities which equals by Seller. To the proportion extent that the Ordinary Investor has not elected to purchase all of the subject Shares then held by such Investor being offered, Seller may, within fifteen (including all Ordinary Shares then issuable (directly 15) days after the expiration of the Private Sale Election Period or indirectly) upon conversion and/or exercisePublic Sale Election Period, as applicable, Dispose of the Series A Preferred Shares and any other Derivative Securities then held by subject Shares. In the case of a privately negotiated transaction, such Investor) bears Disposition shall be to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to third parties identified in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not no less than, than 95% of the price per share specified in the Offer Notice and upon on other material terms no more favorable to the offeree than, such third parties than those specified in the Offer Notice. If A Disposition following the Company does Investor’s failure to timely elect to purchase pursuant to Section 3.6.3 shall not enter into an agreement for be subject to any price limits or other restrictions (except as to the sale number of Shares sold). In the New Securities within event that such period, or if such agreement Disposition is not consummated within thirty such time period for any reason or, in the case of a privately negotiated transaction, if the price per share or other material terms of such Disposition become materially more favorable to such third parties identified in the Offer Notice (30) days which in the case of price for a privately negotiated transaction shall mean less than 95% of the execution thereofprice identified in the Offer Notice), then the right restrictions provided hereunder for herein shall again be deemed to effective, and no Disposition of the subject Shares may be revived and such New Securities shall not be offered unless first reoffered made thereafter without again offering the same to the Investors Investor in accordance with this Section 8.13.6. (d) The right 3.6.5 For purposes of first offer in this Section 8.1 Agreement, “Permitted Transferee” shall not be applicable to mean: (i) Exempted Securities the spouse, lineal descendants (as defined including by adoption), heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of Seller (or its Permitted Transferees); (ii) any trust, the beneficiaries of which include only Permitted Transferees referred to in clause (i) and spouses and lineal descendants (including by adoption) of Permitted Transferees referred to in clause (i); (iii) a corporation, partnership or limited liability company, a majority of the Company’s Constitutive Documentsequity of which is owned and controlled by Seller or any Permitted Transferees referred to in clauses (i), (ii) Ordinary Shares issued in an initial public offering ), or (iii); and (iiiiv) equity securities a donee which is a charity; provided, that any such Permitted Transferee referred to in the foregoing clauses other than clause (iv) agrees in writing to be bound by the terms of the Company issued under the Employee Share Option Planthis Section 3.6.

Right of First Offer. Subject Except as provided in Section 3.04, no Shareholder shall Transfer or accept an offer to the terms and conditions of this Section 8.1 and applicable securities Laws, if the Company proposes Transfer any Shares to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among person unless: (i) itself, If the proposed transferor Shareholder (iihereinafter referred to as the "Offering Shareholder") its Affiliates and (iii) its beneficial interest holdersshall at any time desire to directly or indirectly Transfer the Shares owned by the Offering Shareholder other than to a Permissible Transferee pursuant to Section 3.04, such as limited partnersOffering Shareholder shall first give written notice (the "Transfer Notice") to the Company, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner which Transfer Notice shall state (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented Offering Shareholder's desire to by the Board of Directorsmake such Transfer, (y) agrees the number of Shares proposed to enter into this Agreement as an “Investor” under such agreement be transferred (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof"Offered Securities"), and (z) agrees the consideration and other material terms and conditions (the "First Offer Price") which such Offering Shareholder proposes to be paid for such Offered Securities. If the Offering Shareholder fails to give the Transfer Notice with respect to any such proposed transfer of his Shares, then any such purported transfer shall be void and shall not be made or recorded on the books of the Company. (ii) Subject to Section 3.06(a)(vii) and other relevant laws, upon the giving of a Transfer Notice, the Company shall have the irrevocable and exclusive option, but not the obligation, to purchase all, but not less than all, of the Offered Securities at least the First Offer Price. Such option shall be exercised by so notifying the Offering Shareholder (with copies to all other Shareholders) within 30 days of the delivery of the Transfer Notice failing which, such number of New Securities as are allocable hereunder option shall automatically lapse and terminate. Failure by the Company to 7 deliver the Investor holding notice required by this Section 3.06(a)(ii) shall be deemed an election not to purchase the fewest number of Investor Shares and any other Derivative Offered Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to If the Company within thirty (30) days after the Offer Notice is given, each Investor may elect exercises its option to purchase or otherwise acquireall, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicablebut not less than all, of the Series A Preferred Shares and any other Derivative Offered Securities then held by such Investor) bears to at the total Ordinary Shares of First Offer Price or the Company then outstanding Reoffer Price (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstandingdefined below). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it repurchase such Shares (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this "Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.3.06

Right of First Offer. Subject to the terms and conditions of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Lender covenants and agrees that in the event that the Lender or any of its Affiliates proposes to sell any Voting Stock pursuant to any transaction, sale or other disposition permitted under paragraphs (ii), (iii), (iv), (v) or (vi) of Section 4(a) of the Stockholder's Agreement, then the Lender, its Affiliates, or each of them, as the case may, shall first deliver to the Company shall give notice (the “Offer Notice”) to each Investor, stating (i) a written offer to sell to the Company or its bona fide assignee the Voting Stock proposed to be sold, along with a statement of intention to offer such New Securities, transfer; (ii) the number name and address of such New Securities to be offeredthe prospective transferees, and if known by the Lender; (iii) the amount and type of Voting Stock involved in the proposed transfer; and (iv) the price and terms, if any, upon which it proposes other terms of the proposed transfer. The right to purchase Voting Stock pursuant to such offer such New Securitiesto the Company shall be fully assignable in whole or in part by the Company to one or more other Persons in its sole discretion. (b) By notification As soon as reasonably practicable but not later than five (5) Business Days after the Company's receipt of such offer, the Company or the Person or Persons to whom the offer is assigned may elect, by written notice to the Company within thirty (30) days after the Offer Notice is givenofferor, each Investor may elect to purchase all or otherwise acquirearrange for an assignee to purchase all, at but not less than all, the Voting Stock involved in the proposed transfer. In the event that the proposed transfer is pursuant to Section 4(a)(ii) or 4(a)(iv) of the Stockholder's Agreement, the Company or its assignees shall be entitled to purchase such Voting Stock for the same price and on the same terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly any installment or indirectlyextended payment terms) upon conversion and/or exerciseand conditions as the proposed transfer; provided, as applicablehowever, of that if the Series A Preferred Shares price and any payment terms proposed for such proposed transfer provide for consideration other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day periodthan cash, the Company or its assignees may, at their option, substitute cash equal to the value of such non-cash consideration (which value shall promptly notify each Investor be determined by a nationally recognized investment banking firm jointly chosen by the Lender and the Company). The date on which the Company must exercise its right of first offer shall be within five (5) Business Days from the date specified above. (c) In the event that elects the proposed transfer is pursuant to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”Section 4(a)(iii) of any other Investor’s failure the Stockholder's Agreement, the cash price to do likewise. During the 10-day period commencing after be paid by the Company has given such notice, each Fully Exercising Investor may, by giving notice to or its assignees shall be the average Price per share of Common Stock (or other Voting Stock) for the five (5) consecutive trading days immediately preceding the Company, 's receipt of such offer. (d) If the Company or its assignees elect to purchase or acquiresuch Voting Stock, in addition such purchase shall be consummated at a closing to be held at a time and place mutually agreeable to the number of shares specified above, up to that portion offeror and the Company or its assignees not later than twenty (20) days after acceptance of the New Securities offer (or if any regulatory, stockholder or other approval of such purchase is required, within twenty (20) days after receipt of such approval). (e) If the Company does not exercise its right of first offer hereunder within the time period specified for which such exercise, the Investors were entitled to subscribe but that were not subscribed for by party giving the Investors which is equal written offer to the proportion that Company shall be free during the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later period of ninety (90) days following the expiration of such time period to sell the Voting Stock specified in such offer to the prospective transferees and/or in the manner identified therein at the price specified therein (or at any price in excess thereof) and on the terms set forth in such written offer. (f) Any purported sale or transfer of Voting Stock not in compliance with this Section 3 shall be void and of no force or effect and the Company shall not be required to transfer any Voting Stock to the new purported owner or recognize it as a stockholder for any purpose. Annex B ------- Registration Rights ------------------- (a) In the event that the Stockholder shall desire to sell any of the date shares of Voting Stock during the term of this Agreement, and such sale requires, in the opinion of counsel to the Stockholder (which opinion shall be, in the reasonable judgment of the Company and its counsel, satisfactory in form and substance to the Company and its counsel), registration of such shares under the Securities Act, the Company shall cooperate with the Stockholder and any underwriters in registering such shares for resale, including, without limitation, promptly filing a registration statement which complies with the requirements of applicable federal and state securities laws and entering into an underwriting agreement with such underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions; provided, however, that the Offer Notice is given Company shall not be required to have declared effective more than three registration statements hereunder and shall be entitled to delay the date filing or effectiveness of initial sale any registration statement for up to 120 days if the offering would, in the judgment of New Securities the Board, require premature disclosure of any material corporate development or otherwise interfere with or adversely affect any pending or proposed offering of securities of the Company or any other material transaction involving the Company. The Stockholder agrees to use all reasonable efforts to cause, and to cause any underwriters of any Sale to cause, any Sale pursuant to Section 8.1(csuch registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee shall acquire beneficially more than 2% of the then outstanding voting power of the Company. (b) If the Company proposes to register any shares of Voting Stock under the Securities Act in connection with an underwritten public offering of such shares, the Company will promptly give written notice to the Stockholder of its intention to do so and, upon the written request of the Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Voting Stock intended to be included in such underwritten public offering by the Stockholder), the Company will cause all such shares for which the Stockholder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that the Company may elect not to cause any such shares to be so registered (i) if the underwriters in good faith object for valid business reasons or (ii) in the case of a registration solely to implement an employee benefit plan or a registration statement filed on Form S-4 of the Securities Act (or any successor form thereto). (c) If all New Securities referred the Stockholder's shares are registered pursuant to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b)provisions of this Annex B, the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to agrees (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities to furnish copies of the Company issued under registration statement and prospectus relating to the Employee Share Option Plan.shares covered thereby in such numbers as the Stockholder may from

Right of First Offer. Subject to the terms and conditions of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company In the event that a Shareholder shall have a bona tide intent to Transfer any of the Shares or shall receive a bona fide offer to Transfer Shares to a third party, the Shareholder shall give written notice (the “Offer Notice”) by postage-paid registered mail to each Investor, stating Seren setting forth: (i) its that such Shareholder has a bona fide intention intent to offer make such New Securitiesa Transfer, (ii) the number of such New Securities Shares which it desires to be offered, sell (the “Offered Shares”); and (iii) the terms and price per Share which shall be the Fair Market Value (as defined below), and termsany conditions with respect to which a Transfer is proposed to be made; and in said notice shall offer to sell and transfer such Offered Shares to Seren, if anywhich offer shall be irrevocable until the expiration of the option period described in Section 1.2(c) hereof. For the purposes of this Section 1.2, upon which it proposes the “Fair Market Value” of each of the Shares shall be (i) the price per Share offered by such bona fide third party or (ii) as mutually agreed to offer by such New SecuritiesShareholder and Seren. (b) By notification to Seren shall have 30 business days from the Company within thirty (30) days after date of receipt of the Offer Notice is given, each Investor may to elect whether or not to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor all (including all Ordinary Shares then issuable (directly or indirectlybut not less than all) upon conversion and/or exercise, as applicable, of the Series A Preferred Offered Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving written notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed sharesShareholder. The closing of the purchase by Seren of the Offered Shares shall be promptly completed, and in any sale pursuant to this Section 8.1(b) shall occur event within the later of ninety (90) 60 days of the date that election to purchase by Seren, unless such closing is required to be extended until all regulatory approvals have been obtained. At such closing, the Offer Notice is given Shareholder shall deliver the Offered Shares to Seren free and clear of all liens and encumbrances, except those rights and obligations imposed by this Agreement, represented by the date certificate(s) duly endorsed in blank and accompanied by all other documents necessary for the effective transfer thereof. At such closing, Seren shall deliver to the Shareholder cash, a certified or official bank check or shall pay by wire transfer of initial sale immediately available funds the Fair Market Value per Share multiplied by the number of New Securities pursuant to Section 8.1(c)Offered Shares. (c) If Seren does not elect to purchase all New Securities referred the Offered Shares or fails to in purchase the Offer Notice are not elected Offered Shares after exercising its election to be purchased or acquired as provided in Section 8.1(b)purchase, then, for a period of 60 days thereafter, the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and Shareholder shall be free to sell the remaining unsubscribed portion of such New Securities Offered Shares to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance third party without further compliance with this Section 8.11.2; provided, that the price per Share in such third party sale shall be at least at the Fair Market Value; and provided, further, that such third party shall be required to execute an undertaking agreeing to be bound by the provisions of this Agreement. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, itself and (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative SecuritiesAffiliates. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series Class A Preferred Shares Stock and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exerciseCompany, as applicable, of including all Series A Preferred Shares and any other Derivative Securities then outstanding)Securities. At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a ““ Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series Class A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series Class A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsArticles of Incorporation), ; and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the InvestorsInvestor. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement among the Company, the Investor and the other parties named therein, as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as an Investor under Sections 7.13.1, 7.2 3.2 and 8.1 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative SecuritiesInvestor. (a) The Company shall give notice (the “Offer Notice”) to each the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such the New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding)Securities. At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each the Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investorinvestor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors Investor were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety one hundred twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; and (ii) Ordinary Shares shares of Common Stock issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option PlanIPO.

Right of First Offer. Subject to the terms and conditions (a) No Partner shall Transfer all or any portion of this Section 8.1 and applicable securities Laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among Partner’s Partnership Interest except (i) itself, as permitted by this ARTICLE 9 and ARTICLE 10 or (ii) its Affiliates in accordance with Sections 10.2 and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, 10.3 of the Investor (“Investor Beneficial Owners”Holdings LLC Agreement, at all times subject to Section 9.1, and, for avoidance of doubt, Subsection 1.1(c); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification For purposes of this Section 9.3, members of the PTLC Consolidated Group, members of the PAG Consolidated Group and members of the Mitsui Consolidated Group shall each be deemed a single Partner. (c) No Partner may Sell all or any portion of its Partnership Interest, unless (i) such portion of its Partnership Interest constitutes a Percentage Interest of at least five percent (5%) unless such Partner is selling all of its then-held Partnership Interests immediately prior to the Company within thirty consummation of such Sale and (30ii) days after the consideration for such Sale consists solely of cash and/or a promissory note; provided, however, that if a promissory note shall form a portion of the consideration being offered by a third-party offeror, such note must (A) be issued by the party which proposes to acquire the Partnership Interest, (B) bear an interest rate not less than the then-current market rate for a note of such creditworthiness, terms and conditions and tenor and (iii) not represent more than fifty percent (50%) of the total amount of the consideration being offered for such Partnership Interest. In the event that (I) a Limited Partner proposes to Sell all or any portion of its Partnership Interest as a Limited Partner (an “Initiated Offer”), or (II) a Partner shall have received an offer from a third party to acquire such Partner’s Partnership Interest as a Limited Partner (or a portion thereof) that the Partner proposes to accept (a “Third-Party Proposed Sale”), then in either such event such Partner (the “Offering Partner”) shall first offer (the “Offer”) in writing (which Offer Notice is givenshall set forth the price and all other material terms of such proposed Sale, each Investor may elect and, in the case of a Third-Party Proposed Sale, have attached to purchase it a copy of such third party’s written offer to purchase) to sell such Partnership Interest (or otherwise acquiresuch portion thereof) (individually or collectively, the “Offered Interest”) to the other Partners other than PTL GP (the “Offeree Partners”) at the price and on the other financial terms specified in the Offer Noticeand on substantially the same terms (other than price and the other financial terms) as are set forth in the Agreement of Purchase and Sale dated as of September 7, up 2017 pursuant to that portion which Mitsui and PAG purchased additional Partnership Interests from the Withdrawing GE Partners. A copy of such New Securities which equals Offer shall also be provided to the proportion General Partner at the same time as it is provided to the other Partners. (d) Within sixty (60) days (or such longer period as the Offering Partner and the Offeree Partners may agree) after the date of the Offer each Offeree Partner must provide notice to the Offering Partner and the General Partner (the “Response Notice”) that such Offeree Partner either (1) agrees to purchase its proportion, based on its Percentage Interests relative to the Ordinary Shares then aggregate Percentage Interests held by such Investor all Offeree Partners (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicabletaking into account the interests held indirectly through PTL GP), of the Series A Preferred Shares Offered Interest at the offering price and any on the other Derivative Securities then terms set forth in the Offer or at such other price and on such other terms as the Partners may agree or (2) declines to accept the Offer; provided that, if the Offering Partner is also proposing to Sell Member Interests concurrently to the same purchaser or affiliated group of purchasers, each Offeree Partner must either (x) agree to purchase its proportion of Member Interests and Partnership Interests, collectively, based on its Percentage Interest relative to the aggregate Percentage Interests held by all Offeree Partners for Partnership Interests as of the date of the Offer (taking into account the interests held indirectly through PTL GP), or (y) decline to accept the Offer for the offered Partnership Interests and Member Interests collectively, and the terms “Offer” and “Offered Interest” shall be deemed to include such Investoroffered Partnership Interests and Member Interests collectively. (e) bears If the Response Notices of the Offeree Partners constitute an acceptance, collectively, for the entire Offered Interest, the parties will consummate the Sale of the Offered Interest at the time and in the manner set forth in Subsections 9.3(g) and 9.5(a). Unless otherwise agreed by the accepting Offeree Partners (the “Accepting Partners”), the right to purchase the Offered Interest will be allocated among the Offeree Partners pro rata based on the relative Percentage Interests held by all Offeree Partners for Partnership Interests as of the date of the Offer. If the Response Notices of the Offeree Partners do not constitute an acceptance, collectively, for the entire Offered Interest, then at the end of the sixty (60) day period (as it may be extended pursuant to Subsection 9.3(d) above) (or, if earlier, when all Response Notices have been received) set forth in Subsection 9.3(d), the Offering Partner shall provide written notice to the total Ordinary Shares Accepting Partners pursuant to which the Accepting Partners shall have the option to elect to purchase, for a period of thirty (30) days following the Company then outstanding (assuming full conversion and/or exercise, as applicable, date of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to all (but not less than all) of the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities Offered Interest that the non-Accepting Partners did not elect to purchase, in proportion to the relative Percentage Interests (disregarding the Percentage Interests of the non-Accepting Partners) of such Accepting Partners (or on such other basis as the Accepting Partners determine) and on substantially the same terms and conditions described in Subsection 9.3(c). (f) If (i) none of the Offeree Partners delivers a Response Notice (or the Offeree Partners otherwise decline to purchase all of the Offered Interest) within the sixty (60) day period (as it may be extended pursuant to Subsection 9.3(d) above) set forth in Subsection 9.3(d) or (ii) after the end of the thirty (30) day period set forth in Subsection 9.3(e), the Accepting Partners have not elected to purchase all of the Offered Interest, then in each case the Offeree Partners will be deemed to have declined to exercise their rights under this Section 9.3 and the Offering Partner shall, with respect to the Offered Interest only, have the right, if an Initiated Offer, to, at the Offering Partner’s sole expense, not violative of Law or Section 9.5(b), launch a confidential marketing process (which may include the engagement of financial advisors and other advisors to conduct a customary auction sale process in which potential buyers are required to enter into confidentiality agreements contemplated by clause (e) of Section 6.4(i)), and, if an Initiated Offer or a Third-Party Proposed Sale, enter into negotiations with a third party or enter into a definitive agreement, to Sell the Offered Interest in respect of an Offer at the same or a higher price and upon terms and conditions that are no less favorable in the aggregate to the Offering Partner than as set forth in the Offer (other than those representations, warranties, covenants, indemnities and other agreements customary for similar transactions) for a period of one hundred eighty (180) days, which the Investors were entitled to subscribe but that were not subscribed for period may be extended as agreed upon by the Investors which is equal Offering Partner and the Offeree Partners. (g) If an Offeree Partner or Partners shall have accepted the Offer in accordance with Subsections 9.3(d) and 9.3(e), then the Offering Partner shall Sell the Offered Interest to the proportion that Accepting Partners (or to such nominees of the Ordinary Shares issued Accepting Partners as the Accepting Partners may specify in writing to the Offering Partner not less than three (3) Business Days prior to the closing of such purchase and held, Sale) and the Sale of the Offered Interest to the Accepting Partners (or issuable (directly or indirectly) upon conversion and/or exercisesuch nominees, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bcase may be) shall occur be consummated within the later of ninety (90) days thereafter, which period shall if all other conditions to closing have been satisfied except for required regulatory approvals (and those conditions that by their terms are to be satisfied at closing), be extended, unless the Offering Partner and the Accepting Partners otherwise agree in writing, for as long as reasonably necessary in order to obtain such regulatory approvals (until such time as it is determined that such approvals will not be obtained), at the principal office of the date Partnership or such other location as the Offering Partner and the Accepting Partners (or their nominees) may agree, at which time the Offering Partner shall Sell to the Accepting Partners (or their nominees) the Offered Interest, free and clear of all Liens, claims, options to purchase and other restrictions of any nature whatsoever, except those set forth in this Agreement, against payment in cash of the purchase price therefor; provided, however, that in the event that the Accepting Partners (or their nominees) shall be purchasing the Offered Interest at the price set forth in the Offer Notice is given pertaining thereto, and the date terms of initial sale such Offer shall state that the third-party offeror offered to acquire the Offered Interest for consideration consisting of New Securities pursuant cash and (subject to Section 8.1(c)the proviso to Subsection 9.3(c) above) a promissory note, then the Accepting Partners (or their nominees) shall pay to the Offering Partner the purchase price for the Offered Interest in cash, in an amount equal to the sum of (i) the amount of the purchase price which would have been paid in cash by the third-party offeror as set forth in the Offer, plus (ii) the principal amount of the promissory note which would have been delivered by the third-party offeror as set forth in the Offer. (ch) If all New Securities In the event that any proposed Sale of a Partnership Interest to a third party shall not have been consummated within the 90 days after the execution of the underlying definitive agreement referred to in the Offer Notice Subsection 9.3(f) (which period shall, if all other conditions to closing have been satisfied except for required regulatory approvals (and those conditions that by their terms are not elected to be purchased or acquired as provided in Section 8.1(bsatisfied at closing), the Company may, during the 90-day period following the expiration of the periods provided automatically be extended for as long as reasonably necessary in Section 8.1(border to obtain such regulatory approvals (until such time as it is determined that such approvals will not be obtained), offer and sell the remaining unsubscribed portion any such proposed Sale, or any further proposed Sale, of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable Partnership Interest shall again be subject to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale provisions of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.19.3. (di) The right of first offer Notwithstanding anything to the contrary set forth in this Section 8.1 shall not be applicable to 9.3, (i) Exempted the provisions of this Section 9.3 shall not restrict or otherwise apply to the Sale of Partnership Interests (x) effected pursuant to the IPO or (y) after the IPO that are effected pursuant to (I) a public offering under an effective registration statement or (II) Rule 144 under the Securities (as defined in the Company’s Constitutive Documents), Act and (ii) Ordinary Shares issued no Transfer permitted under this Section 9.3 shall be offered or consummated in the absence of an initial public offering and (iii) equity securities of effective registration statement covering the Company issued applicable Partnership Interest under the Employee Share Option PlanSecurities Act, unless such Transfer is exempt from registration under the Securities Act.

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 8.1 and applicable securities Laws2.3, if the Company proposes an Investor includes any general partners, managing members or affiliates of such Investor including Affiliated Funds. An Investor who chooses to offer or sell any New Securities, the Company shall first offer such New Securities to the Investors. Each Investor shall be entitled to apportion exercise the right of first offer hereby granted to it may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Nevertheless, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, right of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors first offer granted hereto shall not be entitled transferred by any Investor to any rights under Sections 7.1non-affiliated third party without the Company’s approval. Each time the Company proposes to offer any shares of, 7.2 and 8.1 hereofor securities convertible into or exercisable for any shares of, any class of its capital shares (“Shares”), and (z) agrees the Company shall first make an offering of such Shares to purchase at least such number of New Securities as are allocable hereunder to each Investor in accordance with the Investor holding the fewest number of Investor Shares and any other Derivative Securities.following provisions: (a) The Company shall give deliver a notice (the “Offer RFO Notice”) to each Investor, the Investors stating (i) its bona fide intention to offer such New SecuritiesShares, (ii) the number of such New Securities Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New SecuritiesShares. (b) By notification to the Company within Within thirty (30) calendar days after delivery of the Offer Notice is givenRFO Notice, each the Investor may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer RFO Notice, up to that portion of such New Securities Shares which equals the proportion that the number of Ordinary Shares issued and held, or issuable upon conversion, exercise and exchange of all convertible, exercisable or exchangeable securities then held held, by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total number of Ordinary Shares of the Company then outstanding (assuming full conversion and/or exerciseconversion, as applicable, exercise and exchange of all Series A Preferred Shares and any other Derivative Securities then outstandingconvertible, exercisable or exchangeable securities). At Such purchase shall be completed at the expiration same closing as that of such 30-day period, the any third party purchasers or at an additional closing thereunder. The Company shall promptly notify promptly, in writing, inform each Investor that elects to purchase or acquire purchases all the shares available to it (each, a “Fully Fully-Exercising Investor”) of any other Investor’s failure to do likewise. During the 105-day period commencing after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities Shares for which the Investors were entitled to subscribe but that which were not subscribed for by the Investors which that is equal to the proportion that the number of Ordinary Shares issued and held, or issuable (directly upon conversion, exercise and exchange of all convertible, exercisable or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities exchangeable securities then held, by such Fully Fully-Exercising Investor bears to the total number of Ordinary Shares issued and held, or issuable (directly upon conversion, exercise and exchange of all convertible, exercisable or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities exchangeable securities then held, by all Fully Fully-Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c)Shares. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the The Company may, during the 90120-day period following the expiration of the periods period provided in Section 8.1(b)subsection 2.3(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities the Shares to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, than those specified in the Offer RFO Notice. If the Company does not enter into an agreement for the sale of the New Securities Shares within such period, or if such agreement is not consummated within thirty one hundred and twenty (30120) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities Shares shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1herewith. (d) The right of first offer in this Section 8.1 2.3 shall not be applicable to (i) Exempted Securities the issuance of securities in connection with share dividends, share splits or similar transactions; (ii) the issuance or sale of up to 7,738,998 Ordinary Shares or options therefor (or such greater number as may be approved by the Board of Directors from time to time, which approval shall include the approval or consent of the Preference A Share Director (as defined in Section 2.11 hereof)) to employees, consultants and directors pursuant to a share option plan, restricted stock purchase plans or other share plan approved by the Board of Directors, which approval shall include the approval or consent of the Preference A Share Director; (iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the date of this Agreement, including without limitation, warrants, notes or options; (iv) the issuance of securities in connection with a bona fide acquisition, merger or similar transaction, the terms of which are approved by the Board of Directors of the Company’s Constitutive Documents, which approval shall include the approval or consent of the Preference A Share Director; (v) the issuance or sale of the Preference A Shares pursuant to the Purchase Agreement or the Ordinary Shares issuable upon conversion thereof; (vi) the issuance of securities to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions, the terms of which are approved by the Board of Directors of the Company, which approval shall include the approval or consent of the Preference A Share Director; (vii) the issuance of Ordinary Shares in a public offering, the offering price of which is greater than two times the purchase price of the Preference A Shares as indicated in the Purchase Agreement, and the terms of which are approved by the Board of Directors, which approval shall include the approval or consent of the Preference A Share Director; and (viii) the Performance Linked Valuation Adjustment Shares (as defined below in Section 3.1). In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Investor and any subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (ii) Ordinary Shares issued in an initial public offering and (iii) equity such subsequent securities of the Company issued under the Employee Share Option Planissuance is otherwise being offered only to accredited investors.

Right of First Offer. Subject to Until the terms and conditions of this Section 8.1 and applicable securities Lawsclosing under a Liquidity Event, if the Company proposes to offer Corporation shall not issue or sell any New SecuritiesCommon Stock (including securities convertible into, or options, warrants or other rights to purchase Common Stock, but excluding the shares described in Section 10(g)) (collectively, the Company shall "FUTURE SHARES") to any Person (an "OFFEREE") without first offer such New Securities to the Investors. Each Investor shall be entitled to apportion providing each holder of Class B Preferred Stock the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) subscribe for its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, Proportionate Percentage of the Investor Future Shares at a price and on such other terms which are at least as favorable as shall have been offered or are proposed to be offered by the Corporation to such Offeree and which shall have been specified by the Corporation in a notice delivered to each holder of Class B Preferred Stock (“Investor Beneficial Owners”the "PROPOSAL"); provided PROVIDED, HOWEVER, that each the holder of Class B Preferred Stock shall have the option to purchase Future Shares with cash, regardless of the method of purchase offered to such Affiliate or Investor Beneficial Owner (x) Offeree. The Proposal by its terms shall remain open and irrevocable for a period of 30 days from the date it is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to delivered by the Board Corporation to each holder of Directors, Class B Preferred Stock (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided the "FUTURE SHARES EXERCISE PERIOD"). The Proposal shall also certify that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. Corporation has either (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its received a bona fide intention to offer from a prospective purchaser, who shall be identified in such New Securities, (ii) the number of such New Securities to be offeredcertification, and (iii) that the price and termsCorporation in good faith believes a binding agreement of sale is obtainable for consideration having a fair market, if any, upon which it proposes to offer cash equivalent or present value set forth in such New Securities. certification; or (b) By notification intends in good faith to make an offering of its securities to prospective purchasers, who shall be identified to the Company within thirty (30) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, extent possible in such certification at the price and on the terms specified set forth in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares and any other Derivative Securities then outstanding). At the expiration of such 30-day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c)certification. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 8.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1. (d) The right of first offer in this Section 8.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive Documents), (ii) Ordinary Shares issued in an initial public offering and (iii) equity securities of the Company issued under the Employee Share Option Plan.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 5.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the such Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a CompetitorCompetitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors or FOIA Party shall not be entitled to any rights as an Investor under Sections 7.1Subsections 4.1, 7.2 4.2 and 8.1 5.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty (30) days [***] after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Investor (including all Ordinary Shares shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held by such Investor) bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities then outstandingSecurities). At the expiration of such 30-day [***] period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the 10-day [***] period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(bSubsection 5.1(b) shall occur within the later of ninety (90) days [***] of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 5.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 5.1(b), the Company may, during the 90-day [***] period following the expiration of the periods provided in Section 8.1(bSubsection 5.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days [***] of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 5.1. (d) The right of first offer in this Section 8.1 Subsection 5.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsCertificate of Incorporation), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of shares of Series D Preferred Stock to Additional Purchasers pursuant to Section 1.2(c) of the Company issued under the Employee Share Option PlanPurchase Agreement.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, Securities the Company shall first offer such New Securities to the Investorseach Major Investor. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, ,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); such Major Investor, provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitorbeneficial interest holder, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directorsas applicable, (y) agrees to enter into this Agreement and each of the Voting Agreement and the Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securitiesagreement. (a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares Common Stock then held by such Major Investor (including all Ordinary Shares then shares of Common Stock issuable (directly or indirectly) issued upon conversion and/or exercise, as applicable, of the shares of Series A Preferred Shares and then held by such Major Investor but excluding (i) any other Derivative Securities then held by such InvestorMajor Investor and (ii) shares reserved for future award under any Equity Plan) bears to the total Ordinary Shares Common Stock of the Company then outstanding immediately prior to the issuance of such New Securities (assuming full including all shares of Common Stock issuable or issued upon conversion and/or exercise, as applicable, of all the Series A Preferred Shares and but excluding (x) any other Derivative Securities then outstandingand (y) shares reserved for future award under any Equity Plan). At the expiration of such 30-20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-ten day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares Common Stock then held by such Fully Exercising Investor (including all shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of shares of Series A Preferred Shares and then held by such Fully Exercising Investor but excluding (i) any other Derivative Securities then held, held by such Fully Exercising Investor and (ii) shares reserved for future award under any Equity Plan) bears to the Ordinary Shares total Common Stock of the Company (including all shares of Common Stock issuable or issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and but excluding (x) any other Derivative Securities and (y) shares reserved for future award under any Equity Plan) then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b4.1(b) shall occur within the later of ninety (90) 120 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(b4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(b4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Certificate), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity the issuance of shares of Series B Preferred Stock pursuant to the Series B Purchase Agreement. (e) Notwithstanding the foregoing, the right of first offer in this Section 4.1 shall not be applicable with respect to any Major Investor and any subsequent issuance of securities if, (i) at the time of the Company issued such subsequent issuance of securities, such Major Investor is not an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Employee Share Option PlanSecurities Act; and (ii) such subsequent issuance of securities is otherwise being offered only to accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. In addition, a Major Investor will not have a right of first offer pursuant to this Section 4.1 if, and for so long as, such Major Investor is subject to any “bad actor” disqualification described in Rule 506(d)(1)(i) through (viii) under the Securities Act (a “Bad Actor Disqualification”), except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act.

Right of First Offer. Subject to the terms and conditions of specified in this Section 8.1 4.1, and applicable securities Lawslaws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Investor and Stockholder (for purposes of this Section 4.1 only, each a “Major Investor,” and collectively, “Major Investors”) in accordance with the Investorsfollowing provisions of this Section 4.1. Each A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement as an “Investor” under such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares and any other Derivative Securities. (a) The Company shall give notice deliver a notice, in accordance with the provisions of Section 6.6 hereof (the “Offer Notice”) ), to each Investor, of the Major Investors stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By written notification to received by the Company Company, within thirty twenty (3020) calendar days after mailing of the Offer Notice is givenNotice, each Investor of the Major Investors may elect to purchase or otherwise acquireobtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then number of shares of Common Stock issued and held by such Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) by such Investor) Major Investor bears to the total Ordinary Shares number of shares of Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, and exercise of all Series A Preferred Shares and any other Derivative Securities then outstandingconvertible or exercisable securities). At the expiration of such 30-day period, the The Company shall promptly notify promptly, in writing, inform each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given receipt of such noticeinformation, each Fully Fully-Exercising Investor may, by giving notice shall be entitled to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to obtain that portion of the New Securities for which the Major Investors were entitled to subscribe but that which were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares and any other Derivative Securities then held, held by such Fully Fully-Exercising Investor bears to the Ordinary Shares total number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares and any other Derivative Securities then held, held by all Fully Fully-Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 8.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired obtained as provided in Section 8.1(b)4.1(b) hereof, the Company may, during the ninety (90-) day period following the expiration of the periods period provided in Section 8.1(b)4.1(b) hereof, offer and sell the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 8.14.1. (d) The right of first offer in this Section 8.1 4.1 shall not be applicable to to: (i) Exempted Securities (as defined in shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company’s Constitutive Documents)Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board; (ii) Ordinary Shares shares of Series C Preferred Stock issued in a transaction or series of transactions in a bona fide private financing transaction of the Company; (iii) shares of Common Stock issued in an initial public offering and IPO; (iii) equity the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iv) securities issued in connection with any stock split or stock dividend of the Company; (v) the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise unanimously approved by the Board; (vi) the issuance of stock, warrants or other securities or rights to persons or entities with which the Company has business relationships provided such issuances are for other than primarily capital raising purposes and provided that at the time of any such issuance, the aggregate of such issuance and similar issuances in the preceding twelve month period do not exceed one percent (1%) of the then outstanding Common Stock of the Company issued under (assuming full conversion and exercise of all convertible and exercisable securities); or (vii) the Employee Share Option Planissuance of up to an aggregate of 250,000 shares of Common Stock, or the grant of options or warrants therefor, in connection with any present or future borrowing, line of credit, leasing or similar financing arrangement approved by the Board, including at least one Investor-Designated Director and by a majority of the members of the Board who are not employees of the Company or any subsidiary. (e) In lieu of complying with the provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price and terms of the New Securities: Each Major Investor shall have twenty (20) days from the date of receipt of such notice to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage ownership position, calculated as set forth in Section 4.1(b) prior to giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date of notice to the Major Investors.

Right of First Offer. Subject to the terms and conditions of this Section 8.1 Subsection 4.1 and applicable securities Lawslaws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investorseach Investor. Each An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, and (ii) its Affiliates and (iii) its beneficial interest holdersAffiliates, such as limited partnersprovided that, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of the Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner agrees (xa) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Fourth Amended and Restated Voting Agreement and Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor as reasonably determined by the Board of Directors shall not be entitled to any rights under Sections 7.1, 7.2 and 8.1 hereof)agreement, and (zb) agrees to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Investor Shares Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within thirty twenty (3020) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (i) the proportion that the Ordinary Shares then held by such Investor (including all Ordinary Shares then Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held held, by such Investor) Investor bears to the total Ordinary Shares Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Shares Stock and any other Derivative Securities) (the “Pro Rata Share”) plus (ii) to the extent any New Securities then outstandingare not included in any Investor’s Pro Rata Share, each Investor that is a Holder of Series D Preferred Stock, an additional number of New Securities equal as nearly as possible to such Investor’s Pro Rata Share (it being the intention that Investors holding shares of Series D Preferred Stock be entitled, as nearly as possible, to 200% of their Pro Rata Share). At the expiration of such 30-twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10-) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Investors were entitled to subscribe but that were not subscribed for by the Investors (“Over Allotment Securities”) which is equal to the proportion that the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Shares Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Shares Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares; provided, however, that such Over Allotment Securities shall first be allocated to Investors holding shares of Series D Preferred Stock until such Investors shall have been given the opportunity to purchase 200% of their Pro Rata Share and thereafter to all Fully Exercising Investors. The closing of any sale pursuant to this Section 8.1(bSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 8.1(cSubsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 8.1(bSubsection 4.1(b), the Company may, during the ninety (90-) day period following the expiration of the periods provided in Section 8.1(bSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 8.1Subsection 4.1. (d) The right of first offer in this Section 8.1 Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Constitutive DocumentsRestated Certificate), ; (ii) Ordinary Shares shares of Common Stock issued in an initial public offering the IPO; and (iii) equity securities the issuance of additional shares of Preferred Stock pursuant to the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the Company issued under New Securities. Each Investor shall have twenty (20) days from the Employee Share Option Plandate notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.