Common use of Co-Sale Option Clause in Contracts

Co-Sale Option. In the event that any Transferring Stockholder proposes to Transfer all or any portion of the Offered Shares in a Proposed Transaction, and the Rights of First Refusal under Section 2.2 above are not exercised with respect to all of the Offered Shares proposed to be sold, such Transferring Stockholder may Transfer such shares only pursuant to and in accordance with the following provisions of this Section 2.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder shall have the right to participate in the Proposed Transaction on the terms and conditions herein stated (the “Co-Sale Option”), which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Transferring Stockholder within ten (10) business days after receipt by the Investors and the Founder of a written notice (“Co-Sale Notice”) from the Transferring Stockholder that the Investors have not elected to exercise their Right of First Refusal with respect to such Offered Shares. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does not elect to participate in the sale) on the terms and conditions stated in the Offer Notice. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder shall have the right to sell a portion of its shares pursuant to the Proposed Transaction which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant to the Proposed Transaction by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor or such Founder (as applicable) on the date of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the aggregate number of shares of Common Stock deemed to be held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder on the date of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof). To the extent one or more of such Investors or the Founder elects not to exercise its Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares which the non-electing Persons were entitled to sell pursuant to this Section 2.3. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of their intent to exercise the Co-Sale Option, the Transferring Stockholder shall notify each participating Investor and Founder of the number of shares held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of its intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if any. (d) Any Investor or the Founder may effect its participation in any Proposed Transaction hereunder by delivery to the Proposed Transferee or to the Transferring Stockholder for delivery to the Proposed Transferee of one or more instruments or certificates properly endorsed for Transfer representing the shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed Transaction, the Proposed Transferee shall remit directly to each such Investor and Founder that portion of the sale proceeds to which such Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction is not consummated within the period required by subparagraph (c) hereof or the Proposed Transferee fails timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfers of shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 and 2.3 hereof with respect to such Proposed Transaction.

Co-Sale Option. In the event that any Transferring ----------- --------------- Stockholder proposes to Transfer all or any portion of the Offered Shares in receives a Proposed TransactionTransaction Offer from an Offeror, and the Rights Right of First Last Refusal under Section 2.2 above are is not exercised with respect to all of the Offered Shares proposed to be soldexercised, such Transferring Stockholder may Transfer such shares Shares only pursuant to and in accordance with the following provisions of this Section 2.33.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder Investors shall have the right to participate in the Proposed Transaction on the terms and conditions herein stated (the “Co-Sale Option”), which right shall be exercisable upon Offer by giving written notice (the “"Acceptance Notice”") to the Transferring Stockholder within ten forty-five (1045) business days after receipt by delivery to it of the Investors and Offer Notice (the Founder of a written notice (“"Co-Sale Notice”) from the Transferring Stockholder that the Investors have not elected to exercise their Right of First Refusal with respect to such Offered SharesOption"). The Acceptance Notice shall indicate the maximum number of shares each Shares such Investor or the Founder (as applicable) wishes to sell (including the number of shares Shares it would sell if one or more other Investors or the Founder does do not elect to participate in the sale) sale on the terms and conditions stated in the Offer Notice. Any Investor who holds Preferred Stock shall be permitted to sell to the relevant purchaser in connection with any exercise of the Co-Sale Option Shares of Common Stock (or Class B Common Stock, as applicable) acquired upon conversion thereof or, at its election, an option to acquire such Common Stock (or Class B Common Stock, as applicable) when it receives the same upon such conversion at the election of such Investor or as otherwise provided in the Company's Amended and Restated Certificate of Incorporation (the "Charter") with the same effect as if Common Stock were being conveyed, or, at its election, shares of Convertible Preferred Stock provided the acquiror pays the full liquidation preference of the shares being sold plus the relevant price per share for the underlying Common Stock. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Investors shall have the right to sell a portion of its shares Shares pursuant to the Proposed Transaction Offer which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant subject to the Proposed Transaction Offer by (ii) a fraction, the numerator of which is the total number of vested shares of Common Stock deemed to be held owned by such Investor or such Founder (as applicable) on the date of the Co-Sale Offer Notice on an as converted basis (including any Common Stock (or Class B Common Stock, as determined in accordance with Section 1.2 hereofapplicable) issuable upon conversion of the Convertible Preferred Stock), and the denominator of which is the aggregate total number of vested shares of Common Stock deemed to be then held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder Founders (including any Permitted Transferees) on the date of the Co-Sale Offer Notice (on an as determined in accordance with Section 1.2 hereof)converted basis. To the extent one or more Investors elect not to sell, or fail to exercise their right to sell, the full amount of such Investors or the Founder elects not to exercise its Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) Shares which they are entitled to sell shares pursuant to this Section 3.3, the right of Investors who have elected to sell Shares shall be increased proportionately based on their relative holdings by and such other Investors shall have an additional five (5) days from the full amount of shares date upon which the non-electing Persons were entitled to sell pursuant to this Section 2.3.they are (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) were first required to notify the Transferring Stockholder of their intent to exercise the Co-Sale Optionparticipate, the Transferring Stockholder shall notify each participating Investor and Founder of the number of shares Shares held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of its their intent to exercise the Co-Sale Option participate and (ii) the satisfaction of any governmental approval or filing requirements, if any. (d) Any Investor or the Founder Each of participating Investors may effect its participation in any Proposed Transaction Offer hereunder by delivery to the Proposed Transferee Offeror, or to the Transferring Stockholder for delivery to the Proposed Transferee Offeror, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares Shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or to provide any indemnities in connection therewith other than with respect to its ownership of title to the shares stock being conveyed. At the time of consummation of the Proposed TransactionTransaction Offer, the Proposed Transferee Offeror shall remit directly to each such Investor and Founder that portion of the sale proceeds to which such each Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). No Shares may be purchased by a purchaser from the Transferring Stockholder or any or his Permitted Transferees unless the purchaser simultaneously purchases from the Investors all of the Shares that they have elected to sell pursuant to this Section 3.3. (e) Any shares held by a Transferring Stockholder that the Transferring Stockholder desires to sell following compliance with this Section 3.3 may be sold to the purchaser only during the period specified in Section 3.3(c) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder the Investors of the consummation thereof and shall furnish such evidence of the completion and date time of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founderthe Investors. So long as the Proposed Transferee purchaser is neither a party party, nor an Affiliate affiliate or relative of a party party, to this Agreement, such Proposed Transferee purchaser shall take the shares Shares so Transferred free and clear of any further restrictions of this Section 2Article III. In the event that the Proposed Transaction Offer is not consummated within the period required by subparagraph (c) hereof this Section 3.3 or the Proposed Transferee Offeror fails timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfers of shares Shares pursuant to such Proposed Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 Section 3.2 and 2.3 this Section 3.3 hereof with respect to such Proposed TransactionTransaction Offer.

Co-Sale Option. In the event that any Transferring Stockholder proposes the Founder wishes to Transfer sell ----------- -------------- all or any a portion of his shares of capital stock of the Offered Shares Company pursuant to Section 2.2 hereof in a Proposed Transactiontransaction involving aggregate net proceeds in excess of $1,000,000 which does not constitute a Change in Control, and the Rights of First Refusal under Section 2.2 above are not exercised with respect to all of the Offered Shares proposed to be so sold, such Transferring Stockholder the Founder may Transfer such shares Offered Shares only pursuant to and add in accordance with the following provisions of this Section 2.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder The Investors shall have the right to participate in the Proposed Transaction sale of such Offered Shares on the terms and conditions herein stated (the “"Co-Sale Option”"), which right shall be exercisable upon written notice (the “"Acceptance Notice”") to the Transferring Stockholder Founder within ten twenty (1020) business days after receipt by the Founder notifies the Investors in writing that the Company and the Founder of a written notice (“Co-Sale Notice”) from the Transferring Stockholder that the Investors Purchaser Group have not elected to exercise their Right Rights of First Refusal with respect to all of such Offered Shares. The Acceptance Notice shall indicate the maximum number of shares of capital stock that each Investor or the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does do not elect to participate in the sale) on the terms and conditions stated in the Offer Notice. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder shall have the right to exercise its Co-Sale Option and sell a portion of its shares pursuant to the Proposed Transaction capital stock which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares that were proposed to be sold by the Founder pursuant to Section 2.2 (less any shares being purchased pursuant to a Proposed Transferee pursuant to the Proposed Transaction Right of First Refusal) by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor or such Founder (as applicable) on the date of the Co-Sale Acceptance Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the aggregate total number of shares of Common Stock then held by the Founder plus the total number of shares then deemed to be held collectively by the Transferring Stockholder, all Investors who have chosen not desiring to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder participate on the date of the Co-Sale Acceptance Notice (as determined in accordance with Section 1.2 hereof). To the extent that one or more of such Investors or the Founder elects elect to not to exercise its their Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its their Co-Sale Option) to sell shares pursuant to their Co-Sale Option shall be increased proportionately based on their relative holdings by the full amount of shares which the non-electing Persons Investors were entitled to sell pursuant to this Section 2.3. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) were first required to notify the Transferring Stockholder Founder of their intent to exercise the their Co-Sale Option, the Transferring Stockholder Founder shall notify each participating Investor and Founder of the number of shares held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction such sale will be consummated, which shall be no later than the later of (i) thirty ninety (3090) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder Founder of its their intent to exercise the Co-Sale Option and (ii) the satisfaction of any governmental approval or filing requirements, if any. (d) Any Each Investor or the Founder participating in a sale under this Section 2.3 may effect its participation in any Proposed Transaction such sale hereunder by delivery to the Proposed Transferee Transferee, or to the Transferring Stockholder Founder for delivery to the Proposed Transferee Transferee, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares of capital stock it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares of capital stock being conveyed. At the time of consummation of the Proposed Transactionsale, the Proposed Transferee shall remit directly to each such Investor and Founder that portion of the net sale proceeds to which each such Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party party, nor an Affiliate of a party party, to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2Article II. In the event that the Proposed Transaction sale is not consummated within the period required by subparagraph subsection (c) hereof or the Proposed Transferee fails to timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction such sale shall be deemed to lapse, and any Transfers of shares of capital stock pursuant to such Proposed Transaction sale shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder Founder once again complies with the provisions of Sections 2.2 and and/or 2.3 hereof with respect to such Proposed TransactionOffered Shares.

Co-Sale Option. In the event that any Transferring Stockholder proposes to Transfer all or any portion of the Offered Shares in receives a Proposed TransactionTransaction Offer from an Offeror, and the Rights Right of First Last Refusal under Section 2.2 above are is not exercised with respect to all of the Offered Shares proposed to be sold, such Transferring Stockholder may Transfer such shares Shares only pursuant to and in accordance with the following provisions of this Section 2.33.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above the Investors and the Founder Founding Stockholders, other than the Transferring Stockholder if it, he or she is also an Investor or Founding Stockholder, shall have the right right, subject to the provisions of Section 3.3(f) below, to participate in the Proposed Transaction Offer on the terms and conditions herein stated (the “Co-Sale Option”)stated, which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Transferring Stockholder within the later of (i) thirty (30) days after delivery to it of the Offer Notice and (ii) ten (10) business days after receipt by the Transferring Stockholder notifies the Investors and the Founder of a written notice (“Co-Sale Notice”) from the Transferring Stockholder Founding Stockholders in writing that the Preferred Investors have not collectively elected to exercise their the Right of First Last Refusal with respect to such Offered Shares. The Acceptance Notice shall indicate all of the maximum number of shares each Investor or Shares proposed to be sold (the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does not elect to participate in the sale) on the terms and conditions stated in the Offer Notice"Co-Sale Option"). (b) Each of the Investors and the Founding Stockholders, other than the Transferring Stockholder if it, he or she is also an Investor or Founding Stockholder (each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Founding Stockholder, a "Selling Investor"), shall have the right right, subject to the provisions of Section 3.3(f) below, to sell a portion of its shares Shares pursuant to the Proposed Transaction Offer which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant subject to the Proposed Transaction Offer by (ii) a fraction, the numerator of which is the total number of shares Shares of Common Stock deemed to be held owned by such Selling Investor or such Founder (as applicable) on the date of the Co-Sale Offer Notice on an as converted basis (as determined in accordance with Section 1.2 hereof) including any Shares of Common Stock that may be received upon conversion of the Preferred Stock), and the denominator of which is the aggregate total number of shares Shares of Common Stock deemed to be then held collectively by all Investors, Founding Stockholders and the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder Stockholder on the date of the Co-Sale Offer Notice on an as converted basis (as determined in accordance with Section 1.2 hereofincluding any Shares of Common Stock that may be received upon conversion of the Preferred Stock). To the extent one or more of such Investors or the Founder elects and/or Founding Stockholders elect not to sell, or fail to exercise its Co-Sale Optiontheir right to sell, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares such Shares which the non-electing Persons were they are entitled to sell pursuant to this Section 2.33.3, the other Investors' and/or Founding Stockholders' rights to sell Shares shall be increased proportionately and the other Investors and/or Founding Stockholders shall have an additional five (5) days from the date upon which they are notified of such election or failure to exercise in which to increase the number of Shares to be sold by them hereunder. (c) Within ten (10) business days after the date by which the Investors and/or and the Founder (as applicable) Founding Stockholders were first required to notify the Transferring Stockholder of their intent to exercise the Co-Sale Optionparticipate, the Transferring Stockholder shall notify each participating Selling Investor and Founder of the number of shares Shares held by such Selling Investor or Founder that will be included in the sale and the date on which the Proposed Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Selling Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of its their intent to exercise the Co-Sale Option participate and (ii) the satisfaction of any governmental approval or filing requirements, if any. (d) Any Investor or Each of the Founder Selling Investors may effect its participation in any Proposed Transaction Offer hereunder by delivery to the Proposed Transferee Offeror, or to the Transferring Stockholder for delivery to the Proposed Transferee Offeror, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares Shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed TransactionTransaction Offer, the Proposed Transferee Offeror shall remit directly to each such Selling Investor and Founder that portion of the sale proceeds to which such each Selling Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction Offer is not consummated within the period required by subparagraph subsection (c) hereof or the Proposed Transferee Offeror fails to timely to remit to each such Selling Investor and Founder its portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfers of shares Shares pursuant to such Proposed Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 Section 3.2 and 2.3 this Section 3.3 hereof with respect to such Proposed TransactionTransaction Offer. (f) To the extent that any Investor or Founding Stockholder holds Shares ("Junior Shares") which are junior or inferior in terms of rights to the Shares subject to purchase under such Transaction Offer (e.g., the Common Stock is junior to the Preferred Stock and the Diluted Convertible Preferred Stock is junior to the Preferred Stock), the right of such Investor or Founding Stockholder to participate in a Transaction Offer and to sell a portion of its Shares pursuant to such Transaction Offer shall be conditioned upon either (i) the consent of the Offeror to purchase such Junior Shares on the same terms and conditions (including price) stated in the Transaction Offer or (ii) the willingness of the Offeror to purchase such Junior Shares on such other terms and conditions as may be acceptable to such Investor or Founding Stockholder, as the case may be, provided that in either case such consent or agreement is obtained within the specified time period set forth in subsection (c) hereof. Nothing herein shall be construed to impose any "good faith" or other obligation on the Offeror (or any Transferring Stockholder or Selling Investor) to grant such consent or negotiate such agreement.

Co-Sale Option. In the event that any a Transferring Stockholder Shareholder (a “Co-Sale Transferor”) proposes to Transfer all or any portion of the Offered Shares in a Proposed Transaction, and the Rights of First Refusal rights under Section 2.2 5.1(b) above are not exercised with respect to all of the Offered Shares proposed to be sold, such Transferring Stockholder Shareholder may Transfer such shares remaining unpurchased Offered Shares (the “Co-Sale Shares”) only pursuant to and in accordance with the following provisions of this Section 2.3:5.1(c): (ai) Each Investor holder of Preference Shares, Tencent Ordinary Shares, General Atlantic Ordinary Shares, Super Class Ordinary Shares, Kuok Ordinary Shares, OTPP Ordinary Shares or Keytone Ordinary Shares, who has chosen not to exercise exercised its Right of First Refusal pursuant to under Section 2.2 5.1(b)(iii) above and the Founder (each a “Co-Sale Participant”) shall have the right to participate in the Proposed Transaction on the terms and conditions herein stated (the “Co-Sale Option”), which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Transferring Stockholder Co-Sale Transferor within ten (10) business days after receipt by the Investors and the Founder of a written notice (“Co-Sale Notice”Transferor notifies the Co-Sale Participants in writing (A) from the Transferring Stockholder that the Investors have Co-Sale Participant has not elected to exercise their the Right of First Refusal with respect to any Offered Shares and (B) of the maximum number of shares each Co-Sale Participant may sell pursuant to Section 5.1(c)(ii). The Co-Sale Transferor shall issue such Offered notice prior to any transfer of Co-Sale Shares, and it shall be open for acceptance for no less than ten (10) days. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) Co-Sale Participant wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does not elect to participate in the sale) on the terms and conditions stated in the Offer Notice. (bii) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Co-Sale Participant shall have the right to sell a portion of its shares pursuant to the Proposed Transaction which is equal to or less than the product obtained by multiplying (iA) the total number of Offered the Co-Sale Shares to be sold to a Proposed Transferee pursuant to the Proposed Transaction by (iiB) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be Ordinary Shares held by such Investor or such Founder (as applicable) Co-Sale Participant on the date of the Acceptance Notice (including all Preference Shares held by such Co-Sale Notice (as determined in accordance with Section 1.2 hereofParticipant on an as-converted to Ordinary Share basis) and the denominator of which is the aggregate total number of shares of Common Stock deemed to be Ordinary Shares then held collectively by the Transferring Stockholder, Co-Sale Transferor and by all Investors who have chosen not the Co-Sale Participants entitled to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder co-sale right on the date of the Acceptance Notice (including all Preference Shares held by such Co-Sale Notice Participant on an as-converted to Ordinary Share basis). (as determined in accordance with Section 1.2 hereof). To the extent one or more of such Investors or the Founder elects not to exercise its iii) Each Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares which the non-electing Persons were entitled to sell pursuant to this Section 2.3. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of their intent to exercise the Co-Sale Option, the Transferring Stockholder shall notify each participating Investor and Founder of the number of shares held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of its intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if any. (d) Any Investor or the Founder Participant may effect its participation in any Proposed Transaction hereunder by delivery to the Proposed Transferee Transferee, or to the Transferring Stockholder Co-Sale Transferor for delivery to the Proposed Transferee Transferee, of one or more duly executed instruments of transfer or certificates properly endorsed for Transfer representing the shares it elects to sell therein, provided that no such Investor or Founder Co-Sale Participant shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares Shares being conveyedtransferred. At the time of consummation of the Proposed Transaction, the Proposed Transferee shall remit directly to each such Investor and Founder Co-Sale Participant that portion of the sale proceeds to which such Investor or Founder (as applicable) Co-Sale Participant is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (eiv) Promptly after such sale, the Transferring Stockholder Co-Sale Transferor shall notify each participating Investor and Founder Co-Sale Participant of the consummation thereof and shall furnish such evidence of the completion and date time of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2Co-Sale Participant. In the event that the Proposed Transaction is not consummated within the period required by subparagraph (cSection 5.1(c)(iii) hereof or the Proposed Transferee fails timely to remit to each such Investor and Founder the Co-Sale Participant its portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfers of shares Shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder Shareholder once again complies with the provisions of Sections 2.2 Section 5.1(b), as applicable, and 2.3 Section 5.1(c) hereof with respect to such Proposed Transaction.

Co-Sale Option. In the event that any Transferring Stockholder proposes to Transfer all or any portion of the Offered Shares in receives a Proposed TransactionTransaction Offer from an Offeror, and the Rights Right of First Last Refusal under Section 2.2 above are is not exercised with respect to all of the Offered Shares proposed to be sold, such Transferring Stockholder may Transfer such shares Shares only pursuant to and in accordance with the following provisions of this Section 2.33.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above the Investors and the Founder Founding Stockholders, other than the Transferring Stockholder if it, he or she is also an Investor or Founding Stockholder, shall have the right right, subject to the provisions of Section 3.3(f) below, to participate in the Proposed Transaction Offer on the terms and conditions herein stated (the “Co-Sale Option”)stated, which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Transferring Stockholder within the later of (i) thirty (30) days after delivery to it of the Offer Notice and (ii) ten (10) business days after receipt by the Transferring Stockholder notifies the Investors and the Founder of a written notice (“Co-Sale Notice”) from the Transferring Stockholder Founding Stockholders in writing that the Preferred Investors have not collectively elected to exercise their the Right of First Last Refusal with respect to such Offered Shares. The Acceptance Notice shall indicate all of the maximum number of shares each Investor or Shares proposed to be sold (the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does not elect to participate in the sale) on the terms and conditions stated in the Offer Notice"Co-Sale Option"). (b) Each of the Investors and the Founding Stockholders, other than the Transferring Stockholder if it, he or she is also an Investor or Founding Stockholder (each such Investor and Founding Stockholder who has chosen not elects to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder participate, a "Selling Investor"), shall have the right right, subject to the provisions of Section 3.3(f) below, to sell a portion of its shares Shares pursuant to the Proposed Transaction Offer which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant subject to the Proposed Transaction Offer by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held owned by such Selling Investor or such Founder (as applicable) on the date of the Co-Sale Offer Notice on an as converted basis (as determined in accordance with Section 1.2 hereof) including any shares of Common Stock that may be received upon conversion of the Preferred Stock), and the denominator of which is the aggregate total number of shares of Common Stock deemed to be then held collectively by all Investors, Founding Stockholders and the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder Stockholder on the date of the Co-Sale Offer Notice on an as converted basis (as determined in accordance with Section 1.2 hereofincluding any shares of Common Stock that may be received upon conversion of the Preferred Stock). To the extent one or more of such Investors or the Founder elects and/or Founding Stockholders elect not to sell, or fail to exercise its Co-Sale Optiontheir right to sell, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares such Shares which the non-electing Persons were they are entitled to sell pursuant to this Section 2.33.3, the other Investors' and/or Founding Stockholders' rights to sell Shares shall be increased proportionately and the other Investors and/or Founding Stockholders shall have an additional five (5) days from the date upon which they are notified of such election or failure to exercise in which to increase the number of Shares to be sold by them hereunder. (c) Within ten (10) business days after the date by which the Investors and/or and the Founder (as applicable) Founding Stockholders were first required to notify the Transferring Stockholder of their intent to exercise the Co-Sale Optionparticipate, the Transferring Stockholder shall notify each participating Selling Investor and Founder of the number of shares Shares held by such Selling Investor or Founder that will be included in the sale and the date on which the Proposed Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Selling Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of its their intent to exercise the Co-Sale Option participate and (ii) the satisfaction of any governmental approval or filing requirements, if any. (d) Any Investor or Each of the Founder Selling Investors may effect its participation in any Proposed Transaction Offer hereunder by delivery to the Proposed Transferee Offeror, or to the Transferring Stockholder for delivery to the Proposed Transferee Offeror, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares Shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed TransactionTransaction Offer, the Proposed Transferee Offeror shall remit directly to each such Selling Investor and Founder that portion of the sale proceeds to which such each Selling Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction Offer is not consummated within the period required by subparagraph subsection (c) hereof or the Proposed Transferee Offeror fails to timely to remit to each such Selling Investor and Founder its portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfers of shares Shares pursuant to such Proposed Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 Section 3.2 and 2.3 this Section 3.3 hereof with respect to such Proposed TransactionTransaction Offer. (f) To the extent that any Investor or Founding Stockholder holds Shares ("Junior Shares") which are junior or inferior in terms of rights to the Shares subject to purchase under such Transaction Offer (e.g., the Common Stock is junior to the Series A Preferred Stock and the Series A Preferred Stock is junior to the Series B Preferred Stock), the right of such Investor or Founding Stockholder to participate in a Transaction Offer and to sell a portion of its Shares pursuant to such Transaction Offer shall be conditioned upon either (i) the consent of the Offeror to purchase such Junior Shares on the same terms and conditions (including price) stated in the Transaction Offer or (ii) the willingness of the Offeror to purchase such Junior Shares on such other terms and conditions as may be acceptable to such Investor or Founding Stockholder, as the case may be, provided that in either case such consent or agreement is obtained within the specified time period set forth in subsection (c) hereof. Nothing herein shall be construed to impose any "good faith" or other obligation on the Offeror (or any Transferring Stockholder or Selling Investor) to grant such consent or negotiate such agreement.

Co-Sale Option. In the event (i) that any Transferring Stockholder proposes the Right of First Offer set forth in Section 6.05 above is not exercised or is not accepted with respect to Transfer all or any portion of the Offered Shares in a Proposed TransactionMembership Units proposed to be sold pursuant to the Offer Notice, and the Rights Transferring Member receives a bona fide third party offer from a third-party offeror or (ii) that a Right of First Refusal under Offer set forth in Section 2.2 above are 12.2(b) of the Investment Agreement is not exercised or is not accepted with respect to all of the Offered Shares Securities (as defined in the Investment Agreement) proposed to be soldsold pursuant to the Offer Notice (as defined in the Investment Agreement) and the Transferor (as defined in the Investment Agreement) receives a bona fide offer from an unaffiliated third party that is an institutional investor reasonably acceptable to the Board of Advisors (each a "Third Party Offer" with the third party offeror(s) referred to as the "Third Party Offeror"), such Transferring Stockholder Member or Investors and Lenders (the "Transferors") may Transfer such shares Membership Units only pursuant to and in accordance with the following provisions of this Section 2.3:6.06. (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above The Members (other than the Transferors) and the Founder Lenders shall have the right to participate in the Proposed Transaction Third-Party Offer on the terms and conditions herein stated (the “"Co-Sale Option”"), which right except that such Members and the Lenders may sell their respective Membership Units (assuming the Lenders convert their Convertible Debt into Investor Units immediately prior to consummation of the sale hereunder) to the Third-Party Offeror instead of the type of Membership Units being purchased from the Transferors, if different, and such Third Party-Offeror shall be obligated to purchase such respective Membership Units with appropriate adjustments to the purchase price to reflect the difference in the distribution rights attributable to such Membership Units being transferred. The Co-Sale Option shall be exercisable upon written notice (the “Acceptance Notice”) to the Transferring Stockholder Transferors sent within ten (10) business days after receipt by delivery to the Investors Members and the Founder Lenders of a written notice (“Coof the Third-Sale Notice”) from the Transferring Stockholder that the Investors have not elected to exercise their Right of First Refusal with respect to such Offered Shares. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does not elect to participate in the sale) on the terms and conditions stated in the Offer NoticeParty Offer. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 the Members (other than the Transferors) and the Founder Lenders (each a "Selling Member") shall have the right to sell a portion of its shares respective Membership Units (assuming the Lenders convert their Convertible Debt into Investor Units immediately prior to consummation of the sale hereunder) pursuant to the Proposed Transaction Third-Party Offer which is equal to or less than the product obtained number of Membership Units determined by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant Membership Units subject to the Proposed Transaction Third-Party Offer by (ii) a fraction, the numerator of which is the total number amount of shares of Common Stock deemed such Selling Member's Capital Contribution to be held by such Investor or such Founder (as applicable) the Company on the date of the CoThird-Sale Notice (as determined in accordance with Section 1.2 hereof) Party Offer and the denominator of which is the aggregate number total amount of shares of Common Stock deemed all Capital Contributions to be held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder Company on the date of the CoThird-Sale Notice (as determined in accordance with Section 1.2 hereof)Party Offer. To the extent one or more Members or Lenders elect not to sell, or fail to exercise their right to sell, the full number of such Investors or the Founder elects not to exercise its Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares Membership Units which the non-electing Persons were they are entitled to sell pursuant to this Section 2.36.06, the other Members' and Lenders' rights to sell Membership Units shall be increased proportionately and the other Members and Lenders shall have an additional five (5) days from the date upon which they are notified of such election or failure to exercise in which to increase the number of Membership Units to be sold by them hereunder. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) Members and Lenders were first required to notify the Transferring Stockholder Transferors of their intent to exercise the Co-Sale Option, the Transferring Stockholder Transferors shall notify each participating Investor and Founder Selling Member of the number of shares Membership Units held by such Investor or Founder Selling Member that will be included in the sale and the date on which the Proposed Transaction Third-Party Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) Selling Members were required to notify the Transferring Stockholder Transferors of its their intent to exercise the Co-Sale Option participate and (ii) the satisfaction of any governmental approval or filing requirements, if any. (d) Any Investor or Each of the Founder Selling Members may effect its participation in any Proposed Transaction Third- Party Offer hereunder by delivery to the Proposed Transferee Third-Party Offeror, or to the Transferring Stockholder Transferors for delivery to the Proposed Transferee Third-Party Offeror, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares Membership Units it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed TransactionThird-Party Offer, the Proposed Transferee Third-Party Offeror shall remit directly to each such Investor and Founder Selling Member that portion of the sale proceeds to which such Investor or Founder (as applicable) each Selling Member is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)therein. (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction is not consummated within the period required by subparagraph (c) hereof or the Proposed Transferee fails timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfers of shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 and 2.3 hereof with respect to such Proposed Transaction.

Co-Sale Option. In the event that any Transferring Restricted Stockholder or its Permitted Transferees, or any Investor or its transferees (a “Co-Sale Transferor”) proposes to Transfer all or any portion of the Offered Shares in shares of Common Stock held by such Person to a Proposed TransactionPerson other than the Company, the Investors, an Affiliate of the Investors, or a Permitted Transferee (a “Co-Sale Transferee”), and the Rights of First Refusal under Section 2.2 above (to the extent applicable) are not exercised with respect to all of the Offered Shares proposed to be soldTransferred (a “Co-Sale Transaction”), such Transferring Stockholder Co-Sale Transferor may Transfer such shares of Common Stock, as applicable (the “Co-Sale Shares”), only pursuant to and in accordance with the following provisions of this Section 2.3:. (a) Each Investor who has chosen Any Co-Sale Transferor proposing to effect a Co-Sale Transaction shall first provide written notice to the other parties hereto (the “Rights Holders”) specifying (i) the number of Co-Sale Shares and type of securities of the Co-Sale Transferor subject to the Co-Sale Transaction and, if applicable, a statement that the Company and the Investors have not elected to exercise its Right their Rights of First Refusal pursuant with respect to Section 2.2 above all of the Offered Shares, (ii) the consideration per share to be paid for such Co-Sale Shares, (iii) the identities of the Co-Sale Transferees and (iv) all other material terms and conditions of the Founder Co-Sale Transaction (the “Co-Sale Offer Notice”). (b) Each Rights Holder shall have the right to participate in the Proposed Co-Sale Transaction on the terms and conditions herein stated (the “Co-Sale Option”), which right shall be exercisable within ten (10) days after receipt of the Co-Sale Offer Notice upon written notice (the “Acceptance Notice”) to the Transferring Stockholder within ten (10) business days after receipt by the Investors and the Founder of a written notice (“Co-Sale Notice”) from the Transferring Stockholder that the Investors have not elected to exercise their Right of First Refusal with respect to such Offered SharesTransferor. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) Shares such Rights Holder wishes to sell Transfer (including the number of shares Shares it would sell Transfer if one or more Investors or the Founder does Rights Holders do not elect to participate in the sale) on the terms and conditions stated in the Co-Sale Offer Notice. (bc) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Rights Holder shall have the right to exercise its Co-Sale Option and sell a portion of its shares Shares pursuant to the Proposed Co-Sale Transaction which is up to a number of Shares equal to or less than the product obtained by multiplying (iX) the total number of Offered Co-Sale Shares to be sold to a Proposed Co-Sale Transferee pursuant to the Proposed Co-Sale Transaction by (iiY) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor or such Founder (as applicable) Rights Holder on the date of the Co-Sale Offer Notice (as determined in accordance with Section 1.2 hereof) ), and the denominator of which is the aggregate total number of shares of Common Stock held by the Co-Sale Transferor and deemed to be held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder on the date of the Co-Sale Notice Rights Holders (as determined in accordance with Section 1.2 hereof). To the extent one or more of such Investors or the Founder elects Rights Holders elect not to exercise its their Co-Sale Option, then the rights of the other such Investors and the Founder Rights Holders (in each case, who exercise its their Co-Sale Option) to sell shares Shares shall be increased proportionately based on their relative holdings by the full amount of shares Shares which the non-electing Persons Rights Holders were entitled to sell pursuant to this Section 2.3. (cd) Within ten thirty (1030) business days after the date by which the Investors and/or the Founder (as applicable) Rights Holders were required to notify deliver the Transferring Stockholder of their intent Acceptance Notice to exercise the Co-Sale OptionTransferor, the Transferring Stockholder Co-Sale Transferor shall notify each participating Investor and Founder Rights Holder of the number of shares held Shares elected to be sold by such Investor or Founder Rights Holder that will be included in the sale and the date on which the Proposed Co-Sale Transaction will be consummated, which shall be no later than the later of (i) thirty forty-five (3045) days after the date by which the Investors and/or the Founder (as applicable) Rights Holders were required to notify the Transferring Stockholder Co-Sale Transferor of its their intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if any. (de) Any Investor or the Founder Rights Holder may effect its participation in any Proposed Co-Sale Transaction hereunder by delivery to the Proposed Transferee Co-Sale Transferee, or to the Transferring Stockholder Co-Sale Transferor for delivery to the Proposed Transferee Co-Sale Transferee, of one or more instruments or certificates certificates, properly endorsed for Transfer Transfer, representing the shares Shares it elects to sell therein, provided that no such Investor or Founder shall be in the event that the Rights Holders are required to make provide any representations or warranties or provide any indemnities in connection therewith with the Co-Sale Transaction (other than with respect to its representations or indemnities concerning each Rights Holder’s valid ownership of its Shares, free of all liens and encumbrances (other than those arising under applicable securities laws) and authority, power, and right to enter into and consummate such Co-Sale Transaction without violating any other agreement), then no Rights Holder shall be liable for more than its pro rata share (based upon the shares being conveyedamount of consideration received) of any liability for misrepresentation or indemnity, and such liability shall not exceed the total purchase price received by such Rights Holder for its Shares. At the time of consummation of the Proposed Co-Sale Transaction, the Proposed Co-Sale Transferee shall remit directly to each such Investor and Founder Rights Holder that portion of the sale proceeds to which such Investor or Founder (as applicable) Rights Holder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (ef) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Co-Sale Transaction is not consummated within the period required by subparagraph (cd) hereof or the Proposed Co-Sale Transferee fails timely to remit to each such Investor and Founder participating Rights Holder its portion of the sale proceeds, the Proposed Co-Sale Transaction shall be deemed to lapse, and any Transfers of shares Offered Shares or Co-Sale Shares pursuant to such a Proposed Transaction, to the extent applicable, or Co-Sale Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder or Co-Sale Transferor once again complies with the provisions of Sections 2.2 and 2.3 hereof hereof, to the extent applicable, with respect to such Proposed Transaction or Co-Sale Transaction.

Co-Sale Option. In the event that any Transferring Selling Stockholder proposes wishes to Transfer sell all or any a portion of its shares of capital stock of the Offered Shares in Company other than to a Proposed TransactionPermitted Transferee, and the Rights rights of First Refusal under first refusal, if any, granted pursuant to Section 2.2 above 4.3 are not exercised with respect to all of the Offered Shares Securities proposed to be sold, such Transferring Selling Stockholder may Transfer such shares available Offered Securities only pursuant to and in accordance with the following provisions of this Section 2.3:4.4. Prior to a Class A Voting Termination Event, the provisions of this Section 4.4 shall not apply to a sale of Class A Common Stock. (a) Each Investor who has chosen not With respect to exercise its Right a sale of First Refusal pursuant Offered Preferred Stock, each of the Preferred Stockholders other than the Selling Stockholder (collectively, with respect to Section 2.2 above a sale of Offered Preferred Stock, the "Preferred Co-Sale Stockholders") and, with respect to a sale of Offered Common Stock, each of the Common Stockholders and Preferred Stockholders (provided they convert their shares of Preferred Stock to be sold as Standard Common Stock prior to the Founder sale of the Offered Common Stock) other than the Selling Stockholder (collectively, with respect to a sale of Offered Common Stock, the "Common Co-Sale Stockholders" and together with the Preferred Co-Sale Stockholders, the "Co-Sale Stockholders"), shall have the right to participate in the Proposed Transaction sale of the applicable Offered Securities on the terms and conditions herein stated (the “"Co-Sale Option”"), which right shall be exercisable upon written notice (the “"Acceptance Notice”") to the Transferring Selling Stockholder within ten (10) business days after receipt by the Investors and Selling Stockholder notifies the Founder of a written notice (“applicable Co-Sale Notice”Stockholders in writing that (i) from in the Transferring Stockholder that event Section 4.3 applies, the Investors Stockholders have not elected to exercise their Right Rights of First Refusal with respect to such all of the Offered SharesSecurities or (ii) if Section 4.3 does not apply, the Selling Shareholder intends to accept an offer to sell the Offered Securities. In the event that Section 4.3 is no longer effective, Selling Shareholder shall provide each Stockholder with a notice containing the same information as the Notice of Intention. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) of capital stock that such Co-Sale Stockholder wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does other Co-Sale Stockholders do not elect to participate in the sale) on the terms and conditions stated in the Offer NoticeNotice of Intention. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Co-Sale Stockholders shall have the right to exercise its Co-Sale Option and sell a portion of its shares pursuant capital stock to the Proposed Transaction be determined by such Co-Sale Stockholder, which is equal to or less than portion may not exceed the product obtained by multiplying (i) the total number of Offered Shares Securities that were proposed to be sold by the Selling Stockholder pursuant to Section 4.3 (less any shares being purchased pursuant to a Proposed Transferee pursuant to the Proposed Transaction Right of First Refusal, if any) by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor or such Founder (as applicable) Co-Sale Stockholder on the date of the Co-Sale Acceptance Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the aggregate total number of shares of Common Stock deemed to be then held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights as of First Refusal pursuant to Section 2.2 and the Founder on the date of the such Co-Sale Stockholder's Acceptance Notice by the Selling Stockholder and alt Co-Sale Stockholders desiring to participate (as determined in accordance with Section 1.2 hereof). To the extent that one or more of such Investors or the Founder elects Co-Sale Stockholders elect to not to exercise its their Co-Sale Option, then the rights of the other such Investors and the Founder Co-Sale Stockholders (in each case, who exercise its their Co-Sale Option) to sell shares pursuant to their Co-Sale Option shall be increased proportionately based on their relative holdings by the full amount of shares which the non-electing Persons Co-Sale Stockholders were entitled to sell pursuant to this Section 2.34.4. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) Co-Sale Stockholders were first required to notify the Transferring Selling Stockholder of their intent to exercise the their Co-Sale Option, the Transferring Selling Stockholder shall notify each participating Investor and Founder Co-Sale Stockholder of the number of shares held by such Investor or Founder Co-Sale Stockholder that will be included in the sale and the date on which the Proposed Transaction such sale will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required consummated pursuant to notify the Transferring Stockholder of its intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if anySection 4.3(c). (d) Any Investor or Each of the Founder Co-Sale Stockholders participating in a sale under this Section 4.4 may effect its participation in any Proposed Transaction such sale hereunder by delivery to the Proposed Transferee proposed Transferee, or to the Transferring Selling Stockholder for delivery to the Proposed Transferee proposed Transferee, of one or more instruments or certificates certificates, properly endorsed for Transfer Transfer, representing the shares of capital stock it elects to sell therein, provided that no such Investor or Founder Co-Sale Stockholder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares of capital stock being conveyed. The number of shares of capital stock that the Selling Stockholder may sell to the proposed Transferee shall be reduced by the number of shares of such capital stock so delivered by the participating Co-Sale Stockholders. At the time of consummation of the Proposed Transactionsale, the Proposed proposed Transferee shall remit directly to each such Investor and Founder Co-Sale Stockholder that portion of the sale proceeds to which such Investor or Founder (as applicable) each Co-Sale Stockholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction sale is not consummated within the period required by subparagraph Section 4.3(c) and above subsection (c) hereof or the Proposed proposed Transferee fails to timely to remit to each such Investor and Founder Co-Sale Stockholder its portion of the sale proceeds, the Proposed Transaction such sale shall be deemed to lapse, and any Transfers of shares of capital stock pursuant to such Proposed Transaction sale shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Selling Stockholder once again complies with the provisions of Sections 2.2 4.3 and 2.3 4.4 hereof with respect to such Proposed TransactionOffered Securities.

Co-Sale Option. In the event that any Transferring Stockholder proposes to Transfer all or any portion Party complies with the provisions of the Offered Shares in a Proposed TransactionSection 3.2 above, and the Rights Right of First Refusal under Section 2.2 above are Offer is not exercised with respect to all of the Offered Shares proposed to be soldShares, such Transferring Stockholder Party may Transfer such shares available Offered Shares only pursuant to and in accordance with the following provisions of this Section 2.33.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder Outside Investors shall have the right to participate in the Proposed Transaction Offer on the terms and conditions herein stated stated. The class of Shares with which the Outside Investors shall have the right to participate in the Transaction Offer shall be determined in accordance with the following: (a) if the “Co-Sale Option”), which Transferring Party elects to Transfer Convertible Preferred Stock of either series then the Outside Investors shall have the right to participate in the Transaction Offer with Convertible Preferred Stock of either series; (b) if the Transferring Party elects to Transfer Redeemable Preferred Stock of either series then the Outside Investors shall have the right to participate in the Transaction Offer with Redeemable Preferred Stock of either series; and (c) if the Transferring Party elects to Transfer Common Stock then the Outside Investors shall have the right to participate in the Transaction Offer with Common Stock. The right to participate shall be exercisable upon written notice (the “"Acceptance Notice”") to the Transferring Stockholder Party within the later of (i) thirty (30) days after delivery to the Outside Investor of the Offer Notice and (ii) ten (10) business days after receipt by the Transferring Party notifies the Outside Investors and that the Founder Right of a written notice First Offer has not been exercised with respect to all of the Offered Shares (“the "Co-Sale Notice”) from the Transferring Stockholder that the Investors have not elected to exercise their Right of First Refusal with respect to such Offered SharesOption"). The Acceptance Notice shall indicate the maximum number of shares each Shares such Outside Investor or the Founder (as applicable) wishes to sell (sell, including the number of shares Shares it would sell if one or more other Outside Investors or the Founder does do not elect to participate in the sale) sale on the terms and conditions stated in the Offer Notice, except that any Outside Investor who holds Preferred Stock shall be permitted to sell to the relevant purchaser Shares of Common Stock acquired upon conversion thereof or, at its election, an option to acquire such Common Stock when it receives the same upon such conversion at the election of such Outside Investor or as otherwise provided in the Charter with the same effect as if Common Stock were being conveyed. In the event that different classes or series of Shares become the subject of the same Transaction Offer, the prices of such respective classes or series of Shares shall be mutually agreed upon among all parties to such Transaction Offer to appropriately reflect the conversion, redemption and exercise rights attaching to, as well as the relative preferences and priorities of, the different classes or series of shares. If the parties cannot mutually agree upon such pricing prior to the date upon which the Transaction Offer is due to be consummated, the Transaction Offer shall be deemed to lapse and any Transfers of Shares pursuant to such Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Party once again complies with the provisions of Section 3.2 and this Section 3.3 hereof with respect to such Transaction Offer. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Outside Investors shall have the right to sell a portion of its shares Shares pursuant to the Proposed Transaction Offer which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant subject to the Proposed Transaction Offer by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held owned by such Outside Investor or such Founder (as applicable) on the date of the Co-Sale Offer Notice on an as converted basis (as determined in accordance with Section 1.2 hereof) including any Common Stock issuable upon exercise of the Convertible Preferred Stock or other convertible securities or exercise of any options, warrants or subscription rights then owned by the Outside Investor), and the denominator of which is the aggregate total number of shares of Common Stock deemed to be then held collectively by the Transferring Stockholder, all Outside Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder Stockholders on the date of the Co-Sale Offer Notice (on an as determined in accordance with Section 1.2 hereof)converted basis. To the extent one or more of such Outside Investors or the Founder elects elect not to sell, or fail to exercise its Co-Sale Optiontheir right to sell, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares such Shares which the non-electing Persons were they are entitled to sell pursuant to this Section 2.33.3, the other Outside Investors' rights to sell Shares shall be increased proportionately and the other Outside Investors shall have an additional five (5) days from the date upon which they are notified (by the Transferring Party pursuant to Section 3.3(c) below) of such election or failure to exercise in which to increase the number of Shares to be sold by them hereunder by notice to that effect to the Transferring Party. (c) Within ten (10) business days after the date by which the Outside Investors and/or the Founder (as applicable) were first required to notify the Transferring Stockholder Party of their intent to exercise the Co-Sale Optionparticipate, the Transferring Stockholder Party shall notify each participating Outside Investor and Founder of the number of shares Shares held by such Outside Investor or Founder that will be included in the sale sale; whether, and if so, to what extent any Outside Investor elected not to sell or failed to exercise the rights to sell; the extent to which such participating Outside Investor may elect to increase the number of Shares to be sold by it under Section 3.3(b) above; the period within which such participating Outside Investor is required to notify the Transferring Party of its election to increase such numbers of Shares to be sold by it; and the date on which the Proposed Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Outside Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder Party of its their intent to exercise the Co-Sale Option participate and (ii) the satisfaction of any governmental approval or filing requirements, if any. (d) Any Investor or Each of the Founder participating Outside Investors may effect its participation in any Proposed Transaction Offer hereunder by delivery to the Proposed Transferee Offeror, or to the Transferring Stockholder Party for delivery to the Proposed Transferee Offeror, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares Shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed TransactionTransaction Offer, the Proposed Transferee Offeror shall remit directly to each such Outside Investor and Founder that portion of the sale proceeds to which such each Outside Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction Offer is not consummated within the period required by subparagraph subsection (c) hereof or the Proposed Transferee Offeror fails timely to remit to each such Outside Investor and Founder its portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfers of shares Shares pursuant to such Proposed Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder Party once again complies with the provisions of Sections 2.2 Section 3.2 and 2.3 this Section 3.3 hereof with respect to such Proposed TransactionTransaction Offer.

Co-Sale Option. In the event that any Transferring ----------- -------------- Stockholder proposes to Transfer all or any portion of the Offered Shares in receives a Proposed TransactionTransaction Offer from an Offeror, and the Rights Right of First Last Refusal under Section 2.2 above are is not exercised with respect to all of the Offered Shares proposed to be soldexercised, such Transferring Stockholder may Transfer such shares Shares only pursuant to and in accordance with the following provisions of this Section 2.33.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder Investors shall have the right to participate in the Proposed Transaction Offer on the terms and conditions herein stated stated. The class of Shares with which the Investors shall have the right to participate in the Transaction Offer shall be determined in accordance with the following: (a) if the “Co-Sale Option”), which Transferring Stockholder elects to Transfer Series B Convertible Preferred Stock then the Investors shall have the right to participate in the Transaction Offer with Series A Convertible Preferred Stock; (b) if the Transferring Stockholder elects to Transfer Senior Redeemable Stock or Junior Redeemable Stock then the Investors shall have the right to participate in the Transaction Offer with Senior Redeemable Stock; and (c) if the Transferring Stockholder elects to Transfer Common Stock then the Investors shall have the right to participate in the Transaction Offer with Common Stock. The right to participate shall be exercisable upon written notice (the “"Acceptance Notice”") to the Transferring Stockholder within the later of (i) thirty (30) days after delivery to it of the Offer Notice and (ii) ten (10) business days after receipt by the Investors and the Founder of a written notice (“Co-Sale Notice”) from the Transferring Stockholder notifies the Investors that the Investors have not elected to exercise their the Right of First Last Refusal with respect to such Offered Sharesall of the Shares proposed to be sold (the "Co-Sale Option"). The Acceptance Notice shall indicate the maximum number of shares each Shares such Investor or the Founder (as applicable) wishes to sell (including the number of shares Shares it would sell if one or more other Investors or the Founder does do not elect to participate in the sale) sale on the terms and conditions stated in the Offer Notice, except that any Investor who holds Preferred Stock shall be permitted to sell to the relevant purchaser Shares of Common Stock acquired upon conversion thereof or, at its election, an option to acquire such Common Stock when it receives the same upon such conversion at the election of such Investor or as otherwise provided in the Charter with the same effect as if Common Stock were being conveyed. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Investors shall have the right to sell a portion of its shares Shares pursuant to the Proposed Transaction Offer which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant subject to the Proposed Transaction Offer by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held owned by such Investor or such Founder (as applicable) on the date of the Co-Sale Offer Notice on an as converted basis (as determined in accordance with Section 1.2 hereof) including any Common Stock issuable upon exercise of the Series A Convertible Preferred Stock), and the denominator of which is the aggregate total number of shares of Common Stock deemed to be then held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder Stockholders on the date of the Co-Sale Offer Notice (on an as determined in accordance with Section 1.2 hereof)converted basis. To the extent one or more of such Investors or the Founder elects elect not to sell, or fail to exercise its Co-Sale Optiontheir right to sell, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares such Shares which the non-electing Persons were they are entitled to sell pursuant to this Section 2.33.3, the other Investors' rights to sell Shares shall be increased proportionately and the other Investors shall have an additional five (5) days from the date upon which they are notified of such election or failure to exercise in which to increase the number of Shares to be sold by them hereunder. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) were first required to notify the Transferring Stockholder of their intent to exercise the Co-Sale Optionparticipate, the Transferring Stockholder shall notify each participating Investor and Founder of the number of shares Shares held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of its their intent to exercise the Co-Sale Option participate and (ii) the satisfaction of any governmental approval or filing requirements, if any. (d) Any Investor or the Founder Each of participating Investors may effect its participation in any Proposed Transaction Offer hereunder by delivery to the Proposed Transferee Offeror, or to the Transferring Stockholder for delivery to the Proposed Transferee Offeror, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares Shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed TransactionTransaction Offer, the Proposed Transferee Offeror shall remit directly to each such Investor and Founder that portion of the sale proceeds to which such each Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction Offer is not consummated within the period required by subparagraph subsection (c) hereof or the Proposed Transferee Offeror fails timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfers of shares Shares pursuant to such Proposed Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 Section 3.2 and 2.3 this Section 3.3 hereof with respect to such Proposed TransactionTransaction Offer.

Co-Sale Option. In Each Investor Shareholder entitled to co-sale rights hereunder will have the event that any Transferring Stockholder proposes right, exercisable upon written notice to Transfer all or any portion the Selling Shareholder and the Company, within thirty (30) days after receipt of the Offered Shares in a Proposed Transaction, and the Rights of First Refusal under Section 2.2 above are not exercised with respect to all of the Offered Shares proposed to be sold, such Transferring Stockholder may Transfer such shares only pursuant to and in accordance with the following provisions of this Section 2.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder shall have the right to participate in the Proposed Transaction on the terms and conditions herein stated Expiration Notice (the “Co-Sale OptionPeriod”), which to elect to participate in such sale of the Offered Shares on the same terms and conditions as specified in the Transfer Notice. To the extent that an Investor Shareholder exercises such right of participation in accordance with the terms and conditions set forth hereinafter, the number of Ordinary Share Equivalents that the Selling Shareholder may sell in the Transfer shall be exercisable upon written notice correspondingly reduced. Each Investor Shareholder may sell all or any part of its pro rata share of Offered Shares (the “Acceptance Notice”) to the Transferring Stockholder within ten (10) business days after receipt by the Investors and the Founder of a written notice (“Co-Sale NoticeShares”) from the Transferring Stockholder that the Investors have not elected equivalent to exercise their Right of First Refusal with respect to such Offered Shares. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does not elect to participate in the sale) on the terms and conditions stated in the Offer Notice. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder shall have the right to sell a portion of its shares pursuant to the Proposed Transaction which is equal to or less than the product obtained by multiplying (i) the total aggregate number of the Offered Shares to be sold to a Proposed Transferee pursuant to (on an as converted basis) covered by the Proposed Transaction First Refusal Expiration Notice by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be Ordinary Shares (calculated on a as-converted basis) held by such participating Investor or such Founder (as applicable) on Shareholder at the date time of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof) transaction and the denominator of which is the aggregate number of shares of Common Stock deemed to be held collectively Ordinary Shares (calculated on a as-converted basis) owned by the Transferring StockholderSelling Shareholder and all Investor Shareholders entitled to co-sale rights hereunder at the time of the transaction. To the extent that any Investor Shareholder does not participate in the sale to the full extent of its pro rata portion of the Offered Shares, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 the Selling Shareholder and the Founder on participating Investor Shareholders shall, within ten (10) days after the date end of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof). To Period, make such adjustments to the extent one or more pro rata portion of such Investors or the Founder elects not to exercise its Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares which the non-electing Persons were entitled to sell pursuant to this Section 2.3. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of their intent to exercise the Co-Sale Option, the Transferring Stockholder shall notify each participating Investor and Founder of the number of shares held by such Investor or Founder Shareholder so that will any remaining Offered Shares may be included in the sale and the date on which the Proposed Transaction will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required allocated to notify the Transferring Stockholder of its intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if any. (d) Any Investor or the Founder may effect its participation in any Proposed Transaction hereunder by delivery to the Proposed Transferee or to the Transferring Stockholder for delivery to the Proposed Transferee of one or more instruments or certificates properly endorsed for Transfer representing the shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed Transaction, the Proposed Transferee shall remit directly to each such Investor and Founder that portion of the sale proceeds to which such Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither Shareholders on a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction is not consummated within the period required by subparagraph (c) hereof or the Proposed Transferee fails timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfers of shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 and 2.3 hereof with respect to such Proposed Transactionpro rata basis.

Co-Sale Option. In the event that any Transferring Selling Stockholder proposes wishes to Transfer sell all or any a portion of its shares of capital stock of the Offered Shares in a Proposed TransactionCompany pursuant to Section 4.3 hereof, and the Rights of First Refusal under Section 2.2 above are not exercised with respect to all of the Offered Shares Securities proposed to be sold, such Transferring Selling Stockholder may Transfer such shares available Offered Securities only pursuant to and in accordance with the following provisions of this Section 2.3:4.4. (a) Each Investor who has chosen not With respect to exercise its Right a sale of First Refusal pursuant Offered Preferred Stock, each of the Preferred Stockholders other than the Selling Stockholder (collectively, with respect to Section 2.2 above a sale of Offered Preferred Stock, the “Co-Sale Stockholders”) and, with respect to a sale of Offered Common Stock, each of the Common Stockholders and Preferred Stockholders (provided they convert their shares of Preferred Stock to Class C Common Stock prior to the Founder sale of the Offered Securities) other than the Selling Stockholder (collectively, with respect to a sale of Offered Common Stock, the “Co-Sale Stockholders”), shall have the right to participate in the Proposed Transaction sale of the applicable Offered Securities on the terms and conditions herein stated (the “Co-Sale Option”), which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Transferring Selling Stockholder within ten (10) business days after receipt by the Investors and Selling Stockholder notifies the Founder of a written notice (“applicable Co-Sale Notice”) from the Transferring Stockholder Stockholders in writing that the Investors Stockholders have not elected to exercise their Right Rights of First Refusal with respect to such all of the Offered SharesSecurities. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) of capital stock that such Co-Sale Stockholder wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does other Co-Sale Stockholders do not elect to participate in the sale) on the terms and conditions stated in the Offer NoticeNotice of Intention. (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Co-Sale Stockholders shall have the right to exercise its Co-Sale Option and sell a portion of its shares pursuant capital stock to the Proposed Transaction be determined by such Co-Sale Stockholder, which is equal to or less than portion may not exceed the product obtained by multiplying (i) the total number of Offered Shares Securities that were proposed to be sold by the Selling Stockholder pursuant to Section 4.3 (less any shares being purchased pursuant to a Proposed Transferee pursuant to the Proposed Transaction Right of First Refusal) by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor or such Founder (as applicable) Co-Sale Stockholder on the date of the Co-Sale Acceptance Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the aggregate total number of shares of Common Stock deemed to be then held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights as of First Refusal pursuant to Section 2.2 and the Founder on the date of the such Co-Sale Stockholder’s Acceptance Notice by the Selling Stockholder and all Co-Sale Stockholders desiring to participate (as determined in accordance with Section 1.2 hereof). To the extent that one or more of such Investors or the Founder elects Co-Sale Stockholders elect to not to exercise its their Co-Sale Option, then the rights of the other such Investors and the Founder Co-Sale Stockholders (in each case, who exercise its their Co-Sale Option) to sell shares pursuant to their Co-Sale Option shall be increased proportionately based on their relative holdings by the full amount of shares which the non-electing Persons Co-Sale Stockholders were entitled to sell pursuant to this Section 2.34.4. (c) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) Co-Sale Stockholders were first required to notify the Transferring Selling Stockholder of their intent to exercise the their Co-Sale Option, the Transferring Selling Stockholder shall notify each participating Investor and Founder Co-Sale Stockholder of the number of shares held by such Investor or Founder Co-Sale Stockholder that will be included in the sale and the date on which the Proposed Transaction such sale will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required consummated pursuant to notify the Transferring Stockholder of its intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if anySection 4.3(c). (d) Any Investor or Each of the Founder Co-Sale Stockholders participating in a sale under this Section 4.4 may effect its participation in any Proposed Transaction such sale hereunder by delivery to the Proposed Transferee proposed transferee, or to the Transferring Selling Stockholder for delivery to the Proposed Transferee proposed transferee, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares of capital stock it elects to sell therein, provided that no such Investor or Founder Co-Sale Stockholder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares of capital stock being conveyed. At the time of consummation of the Proposed Transactionsale, the Proposed Transferee proposed transferee shall remit directly to each such Investor and Founder Co-Sale Stockholder that portion of the sale proceeds to which such Investor or Founder (as applicable) each Co-Sale Stockholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction sale is not consummated within the period required by subparagraph Section 4.3(c) and above subsection (c) hereof or the Proposed Transferee proposed transferee fails to timely to remit to each such Investor and Founder Co-Sale Stockholder its portion of the sale proceeds, the Proposed Transaction such sale shall be deemed to lapse, and any Transfers of shares of capital stock pursuant to such Proposed Transaction sale shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Selling Stockholder once again complies with the provisions of Sections 2.2 4.3 and 2.3 4.4 hereof with respect to such Proposed TransactionOffered Securities.

Co-Sale Option. In the event that any Transferring Stockholder proposes to Transfer all or any portion of the Offered Shares in a Proposed Transaction, and the Rights of First Refusal under Section 2.2 above are not exercised with respect to all of the Offered Shares proposed to be sold, such Transferring Stockholder (the "Selling Stockholder") may Transfer such remaining shares only pursuant to and in accordance with the following provisions of this Section 2.3: (aA) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder shall have the right to participate in the Proposed Transaction on the terms and conditions herein stated (the “"Co-Sale Option”"), which right shall be exercisable upon written notice (the “"Acceptance Notice”") to the Transferring Selling Stockholder within ten fifteen (1015) business days Business Days after receipt by Company and the Investors and the Founder of a written notice (“Co-"Co- Sale Notice”") from the Transferring Selling Stockholder that the Investors Company and the Major Stockholders have not elected to exercise their Right Rights of First Refusal with respect to such Offered Shares. The Acceptance Notice shall indicate the maximum number of shares each Investor or the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does do not elect to participate in the sale) on the terms and conditions stated in the Offer Notice. (bB) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder shall have the right to sell a portion of its shares pursuant to the Proposed Transaction which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares (on an as-if converted basis) to be sold to a Proposed Transferee pursuant to the Proposed Transaction by (ii) a fraction, (x) the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor or such Founder (as applicable) on the date of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof) and (y) the denominator of which is the aggregate total number of shares of Common Stock held by the Selling Stockholder plus the total number of shares of Common Stock deemed to be held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder on the date of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof). To the extent one or more of such Investors or the Founder elects elect not to exercise its their Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its their Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares which the non-electing Persons Investors were entitled to sell pursuant to this Section 2.3 (it being understood that no Investor shall be entitled to sell any shares of Preferred Stock pursuant to this Section 2.3, but shall be permitted to convert its applicable portion of such Preferred Stock for shares of Common Stock concurrently with, and subject to, the consummation of the Proposed Transaction). (cC) Within ten fifteen (1015) business days Business Days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Selling Stockholder of their intent to exercise the Co-Sale Option, the Transferring Selling Stockholder shall notify each participating Investor and Founder of the number of shares held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Selling Stockholder of its their intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if anyany (with the parties to the Proposed Transaction using diligent efforts to make any such filings and obtain any such approvals). (dD) Any Investor or the Founder may effect its participation in any Proposed Transaction hereunder by delivery to the Proposed Transferee Transferee, or to the Transferring Selling Stockholder for delivery to the Proposed Transferee Transferee, of one or more instruments or certificates certificates, properly endorsed for Transfer Transfer, representing the shares it elects to sell therein, provided and shall participate in such Proposed Transaction on the same terms and conditions as set forth in the Offer Notice including the granting of all indemnifications (including participating in any escrow arrangements and purchase price adjustments to the extent of their respective pro rata share of the proceeds from such Transfer) to the Proposed Transferee; provided, however that no such Investor or Founder the Investors shall not be required to make any representations or and warranties or provide indemnify any indemnities in connection therewith party other than with respect to its their ownership of the shares being conveyedof, and their ability to Transfer, such shares. At the time of consummation of the Proposed Transaction, the Proposed Transferee shall remit directly to each such Investor and Founder that portion of the sale proceeds to which such Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)therein. (eE) Promptly after such sale, the Transferring Selling Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date time of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2Investor. In the event that the Proposed Transaction is not consummated within the period required by subparagraph (c) hereof or the Proposed Transferee fails timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfers of shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Selling Stockholder once again complies with the provisions of Sections 2.2 and 2.3 hereof with respect to such Proposed Transaction. (F) Notwithstanding the forgoing, any Proposed Transaction that qualifies as an Extraordinary Transaction (as such term is defined in the Company's Third Amended and Restated Certificate of Incorporation, as may be amended from time to time) shall be governed by the terms and conditions as set forth therein and the provision of this Section 2.3 shall not apply thereto.

Co-Sale Option. In the event that any Transferring Stockholder proposes to Transfer all or any portion of the Offered Shares in a Proposed Transaction, and the Rights Right of First Refusal under Section 2.2 above are is not exercised with respect to all or part of the Offered Shares shares of Stock proposed to be soldsold by any Transferring Investor, such Transferring Stockholder Investor may Transfer such shares only pursuant to and in accordance with the following provisions of this Section 2.35.3: (a) Each Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 above and the Founder Outside Investors shall have the right to participate in the Proposed Transaction Offer on the terms and conditions herein stated (the “Co-Sale Option”)stated, which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Transferring Stockholder Investor within ten thirty (1030) business days after receipt by the Outside Investors and the Founder of a written receive notice (“Co-Sale Notice”) from the Transferring Stockholder Investor that the Investors have Company has not elected to exercise their the Company Right of First Refusal with respect to such Offered Shares. The Acceptance Notice shall indicate all of the maximum number shares of shares each Investor or Stock proposed to be sold (the Founder (as applicable) wishes to sell (including the number of shares it would sell if one or more Investors or the Founder does not elect to participate in the sale) on the terms and conditions stated in the Offer Notice"Co-Sale Option"). (b) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder Outside Investors shall have the right to sell a portion of its shares Stock pursuant to the Proposed Transaction Offer which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant shares of Stock subject to the Proposed Transaction Offer by (ii) a fraction, the numerator NUMERATOR of which is the total number of shares of Common Stock deemed to be held owned by such Outside Investor or such Founder (as applicable) on the date of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof) Offer Notice, and the denominator DENOMINATOR of which is the aggregate total number of shares of Common Stock deemed to be then held collectively by all Outside Investors and the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 and the Founder Investor on the date of the Co-Sale Offer Notice (as determined in accordance with Section 1.2 hereofeach case, calculated on a fully diluted basis). To the extent one or more of such Outside Investors or the Founder elects not to sell, or fails to exercise its Co-Sale Optionright to sell, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) to sell shares shall be increased proportionately based on their relative holdings by the full amount of such shares of Stock which the non-electing Persons were it is entitled to sell pursuant to this Section 2.35.3, the other Outside Investors' rights to sell shares of Stock shall be increased proportionately and such other Outside Investors shall have an additional five (5) days from the date upon which they are notified of such election or failure to exercise in which to increase the number of shares of Stock to be sold by them hereunder. For purposes of this Section 5.3, any Warrants held by an Outside Investor which are exercisable for shares of Common Stock shall be treated as so exercised, and any shares Series B Preferred Stock held by an Outside Investor which are convertible into shares of Common Stock shall be treated as so converted. In addition, any Outside Investor that holds Warrants or shares of Series B Preferred Stock shall be permitted to sell to the relevant purchaser shares of Common Stock acquired upon exercise or conversion thereof or, at its election, (i) an option to acquire such Common Stock when it receives the same upon such exercise or conversion of the Warrants or Series B Preferred Stock, as the case may be, or (ii) the Warrants (net of the exercise price thereof) or the shares of Series B Preferred Stock (on an as-converted basis), in each case, with the same effect as if Common Stock were being conveyed. (c) Within ten (10) business days after the date by which the Outside Investors and/or the Founder (as applicable) were first required to notify the Transferring Stockholder Investor of their intent to exercise the Co-Sale Optionparticipate, the Transferring Stockholder Investor shall notify each participating Outside Investor and Founder of the number of shares of Stock held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder Management Investor of its their intent to exercise the Co-Sale Option participate and (ii) ten (10) days after the satisfaction of any governmental approval or filing requirements, if any. (d) Any Investor or Each of the Founder participating Outside Investors may effect its participation in any Proposed Transaction Offer hereunder by delivery to the Proposed Transferee Offeror, or to the Transferring Stockholder Investor for delivery to the Proposed Transferee Offeror, of one or more instruments or certificates certificates, properly endorsed for Transfer transfer, representing the shares of Stock it elects to sell therein, provided together with executed copies of any purchase agreement or related documents that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of (i) accompanied the shares being conveyedoriginal Offer Notice and (ii) are also executed by the Transferring Investors. At the time of consummation of the Proposed TransactionTransaction Offer, the Proposed Transferee Offeror shall remit directly to each such Outside Investor and Founder that portion of the sale proceeds to which such Outside Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)therein. (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction Offer is not consummated within the period required by subparagraph subsection (c) hereof or the Proposed Transferee Offeror fails to remit timely to remit to each such Outside Investor and Founder its portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfers of shares of Stock pursuant to such Proposed Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder Investor once again complies with the provisions of Sections 2.2 Section 5.2 and 2.3 this Section 5.3 hereof with respect to such Proposed TransactionTransaction Offer.

Co-Sale Option. In the event that any Transferring Stockholder Founder proposes to Transfer all or any portion of the Offered such Transferring Founder's Shares in to a Proposed TransactionBuyer, and the Rights of First Refusal Offer under Section 2.2 above are not exercised with respect to all or any of the Offered Shares proposed to be sold, such Transferring Stockholder Founder may Transfer such shares any Remaining Shares (a "Proposed Transaction") only pursuant to and in accordance with the following provisions of this Section 2.3: (a) Each Investor who has chosen not to exercise its Right As soon as practicable following the expiration of First Refusal pursuant to Section 2.2 above the Company Option Period, and in no event later than five (5) business days thereafter, the Transferring Founder shall have provide notice to each of the Investors (the "Co-Sale Notice") of its right to participate in the Proposed Transaction on a pro rata basis with the terms and conditions herein stated Transferring Founder (the “"Co-Sale Option”"). To the extent one or more Investors exercise their Co-Sale Option in accordance with this Section 2.3, which right the number of Offered Shares that the Transferring Founder may Transfer in connection with the Proposed Transaction shall be exercisable upon correspondingly reduced. (b) Each of the Investors shall have the right to exercise its Co-Sale Option by giving written notice of such intent to participate (the “"Co-Sale Acceptance Notice”") to the Transferring Stockholder Founder within ten (10) business days after receipt by such Investor of the Investors and the Founder of a written notice (“Co-Sale Notice”) from Notice (the Transferring Stockholder that the Investors have not elected to exercise their Right of First Refusal with respect to such Offered Shares"Co-Sale Election Period"). The Each Co-Sale Acceptance Notice shall indicate the maximum number of shares each Shares subject thereto which the Investor or the Founder (as applicable) wishes to sell (sell, including the number of shares Shares it would sell if one or more other Investors or the Founder does do not elect to participate in the sale. Any Investor holding Series A Preferred Stock or Warrants shall be permitted to sell to the relevant Buyer in connection with any exercise of the Co-Sale Option, at its option, (i) on the terms and conditions stated in the Offer Noticeshares of Common Stock acquired upon conversion of such Series A Preferred Stock or exercise of such Warrants, or (ii) shares of Series A Preferred Stock or Warrants. (bc) Each such Investor who has chosen not to exercise its Right of First Refusal pursuant to Section 2.2 and the Founder shall have the right to sell a portion of its shares pursuant to Shares in connection with the Proposed Transaction which is equal to or less than the product obtained by multiplying (i) the total number of Offered Shares to be sold to a Proposed Transferee pursuant to the Proposed Transaction by (ii) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor or such Founder (as applicable) on the date of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the aggregate total number of shares of Common Stock deemed to be then held collectively by the Transferring Stockholder, all Investors who have chosen not to exercise their Rights of First Refusal pursuant to Section 2.2 Founder and the Founder Investors on the date of the Co-Sale Notice (as determined in accordance with Section 1.2 hereof). To In the extent one or more of such Investors or the Founder elects event any Investor does not to exercise its Co-Sale Option, then the rights of the other such Investors and the Founder (in each case, who exercise its Co-Sale Option) elect to sell shares shall be increased proportionately based on their relative holdings by the full amount of shares such Shares which the non-electing Persons were such Investor is entitled to sell pursuant to this Section 2.3, then any Investors who have elected to sell Shares shall have the right to sell, on a pro-rata basis (based on the number of Shares held by each such Investor) with any other Investors and up to the maximum number of Shares stated in each such Investor's Co-Sale Acceptance Notice, any Shares not elected to be sold by such Investor. (cd) Within ten (10) business days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder expiration of their intent to exercise the Co-Sale OptionElection Period, the Transferring Stockholder Founder shall notify each participating Investor and Founder of the number of shares Shares held by such Investor or Founder that will be included in the sale and the date on which the Proposed Transaction will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Investors and/or the Founder (as applicable) were required to notify the Transferring Stockholder of its intent to exercise the Co-Sale Option and (ii) the satisfaction of governmental approval or filing requirements, if any. (d) Any Investor or the Founder may effect its participation in any Proposed Transaction hereunder by delivery to the Proposed Transferee or to the Transferring Stockholder for delivery to the Proposed Transferee of one or more instruments or certificates properly endorsed for Transfer representing the shares it elects to sell therein, provided that no such Investor or Founder shall be required to make any representations or warranties or provide any indemnities in connection therewith other than with respect to its ownership of the shares being conveyed. At the time of consummation of the Proposed Transaction, the Proposed Transferee shall remit directly to each such Investor and Founder that portion of the sale proceeds to which such Investor or Founder (as applicable) is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities). (e) Promptly after such sale, the Transferring Stockholder shall notify each participating Investor and Founder of the consummation thereof and shall furnish such evidence of the completion and date of completion of such sale and of the terms thereof as may reasonably be requested by any such Investor or Founder. So long as the Proposed Transferee is neither a party nor an Affiliate of a party to this Agreement, such Proposed Transferee shall take the shares so Transferred free and clear of any further restrictions of this Section 2. In the event that the Proposed Transaction is not consummated within the period required by subparagraph (c) hereof or the Proposed Transferee fails timely to remit to each such Investor and Founder its portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfers of shares pursuant to such Proposed Transaction shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the provisions of Sections 2.2 and 2.3 hereof with respect to such Proposed Transaction.be