Common use of CO-SALE PROVISIONS Clause in Contracts

CO-SALE PROVISIONS. (a) If at any time or from time to time a Shareholder or Shareholders (for purposes of this Section 5, the "Selling Shareholders") propose to effect a Control Sale, the Selling Shareholders shall by notice in writing to the other Shareholders designate a representative (the "Representative") for purposes of this Section 5, and the Representative shall give notice of such proposal (the "Notice of Sale") to each of the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment and other material terms and conditions of the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder shall have until the tenth day after such receipt to deliver to the Representative a written notice (the "Co-Sale Acceptance") of its intention to sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed the number of Shares proposed to be sold by the Selling Shareholders times a fraction, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be the aggregate number of Shares then held by the Selling Shareholders and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of the definition of such term contained in Section 1 hereof, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold to the Person or group of related Persons referred to in such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Other Shareholders to sell the number of Shares determined as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other Shareholders. (b) If the Representative does not receive a Co-Sale Acceptance from an Other Shareholder within the time period specified in subsection (a) above, such Other Shareholder shall be deemed to have declined to exercise its right to sell any of its Shares in such transaction pursuant to this Section 5. In such event, the Selling Shareholders and one or more of the other Shareholders may sell their Shares pursuant to this Section 5 at the price and on substantially the terms and conditions set forth in the Notice of Sale. If the Selling Shareholders and such Other Shareholders do not effect the sale at such price and substantially upon such terms and conditions, the provisions of this Agreement shall again apply to successive transactions. (c) The foregoing provisions of this Section 5 shall not, apply to any transfer of Shares pursuant to Section 3(b) or 3(c) hereof. (d) Notwithstanding any provision of this Section 5 to the contrary, Selling Shareholders may at any time prior to their sale of Shares pursuant to this Section 5 elect not to proceed with such sale, and in such event no Other Shareholder shall be required to sell its Shares in such sale and neither the Selling Shareholders nor any of the Other Shareholders shall have any liability to any other Shareholder in respect of any such election.

CO-SALE PROVISIONS. 4.1 Subject to Section 4.4 hereof, in the event that any Offering Stockholder after the application of Section 3 hereof continues to propose to sell or otherwise transfer any Equity Securities then owned by such Offering Stockholder to any Person (individually a "Third Party" and collectively, "Third Parties") in any one transaction or any series of transactions, directly or indirectly, such sale or other disposition shall not be permitted unless such Offering Stockholder shall offer (or cause the Third Party to offer) the Investor and each Non-Offering Stockholder the right to elect to include, at its sole option, in the sale or other disposition to the Third Party such number of shares of Equity Securities owned by the Investor and each Non-Offering Stockholder as shall be determined in accordance with subsection (a) If at any time or from time to time a Shareholder or Shareholders (for purposes of this Section 5, the "Selling Shareholders") propose to effect a Control Sale, the Selling Shareholders shall by notice in writing to the other Shareholders designate a representative 4.1 (the "RepresentativeTag-Along Shares") for purposes ). At any time within 30 days after the ----------------- giving of this the Reoffer Notice described in Section 53.1 hereof, the Investor and each Non-Offering Stockholder may make an election to include the Representative shall give notice of Tag-Along Shares in such proposal a sale or other disposition (the "Notice of SaleInclusion Election") by giving ------------------ written notice of its Inclusion Election to each such Offering Stockholder and delivering to the Company a stock certificate or certificates representing the Tag-Along Shares, together with a limited power-of-attorney authorizing such Offering Stockholder to sell or otherwise dispose of such Tag-Along Shares pursuant to the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment such Third Party's offer. (a) The Investor and other material terms and conditions of the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder Non-Offering Stockholder shall have until the tenth day after such receipt right to deliver sell, pursuant to the Representative a written notice Third Party's offer, that percentage (the "Co-Sale AcceptanceTag- --- Along Percentage") of its intention to sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed the number of Shares proposed shares of Offered Stock to be sold to the ---------------- Third Party equal to the ratio (expressed as a percentage) of (i) the shares of Equity Securities (treating the Equity Securities as having been converted into, exchanged for or exercised for Common Stock) held by the Selling Shareholders times a fractionInvestor or the Non- Offering Stockholder, as the numerator of which shall case may be the number of Shares then held by such Other Shareholder and the denominator of which shall be as compared with (ii) the aggregate number of Shares then shares of Offered Stock owned by the Offering Stockholder and the Equity Securities held by the Selling Shareholders Investor and all Other Shareholders Non-Offering Stockholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of treating the definition of such term contained in Section 1 hereofEquity Securities as having been converted into, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold to the Person exchanged for or group of related Persons referred to in such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentenceexercised for Common Stock). The CoIn the event that any Non-Sale Acceptance Offering Stockholder does not make an Inclusion Election, the Investor shall be deemed to be an irrevocable commitment by each of also have the selling Other Shareholders right to sell the number of Shares determined that Non-Offering Stockholder's Tag-Along Percentage as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other Shareholderswell as its own. (b) The purchase from the Investor or any Non-Offering Stockholder pursuant to this Section 4.1 shall be on the same terms and conditions, including the price per share and the date of sale or other disposition, as are received by the Offering Stockholder and stated in the Offering Notice. (c) At the consummation of the sale or other disposition of shares of Equity Securities of the Offering Stockholder, the Investor or any Non-Offering Stockholder to the Third Party pursuant to the Third Party's offer, there shall be remitted to the Investor and each Non-Offering Stockholder the total sales price attributable to the shares of Equity Securities which the Investor and each Non-Offering Stockholder sold or otherwise disposed of pursuant thereto, and there shall be furnished to the Investor and each Non- Offering Stockholder such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Investor or any Non-Offering Stockholder. (d) If within 30 days after the Representative does Reoffer Notice is given, the Investor or any Non-Offering Stockholder has not receive a Coaccepted the offer to make an Inclusion Election, the Investor or such Non-Sale Acceptance from an Other Shareholder within Offering Stockholder, as the time period specified in subsection (a) abovecase may be, such Other Shareholder shall will be deemed to have declined waived any and all of its rights with respect to exercise its right the sale or other disposition of shares of Equity Securities described in the Offering Notice. The Offering Stockholder shall have 45 days after such 30-day period in which to sell any of its Shares in such transaction pursuant to this Section 5. In such event, the Selling Shareholders and one or more otherwise dispose of the other Shareholders may sell their Shares pursuant shares of Offering Stockholders' Stock to this Section 5 the Third Party at the a price and on substantially terms not more favorable to the terms and conditions Offering Stockholder than were set forth in the Notice Offering Notice. (e) If, at the end of Sale. If such 45-day period, the Selling Shareholders and such Other Shareholders do Offering Stockholder has not effect completed the sale at of shares of Offering Stockholders' Stock in accordance with the terms of the Third Party's offer, all the restrictions on sale contained in this Agreement with respect to Offering Stockholders' Stock owned by the Offering Stockholder shall again be in effect. 4.2 The rights provided in this Section 4 shall not be applicable to any transaction if Section 3.3 makes Section 3 inapplicable thereto or if the Stockholder is no longer subject to the terms of Section 3 by virtue of Section 3.4 hereof. 4.3 The provisions of Section 3 shall take priority over this Section 4, and nothing in this Section 4 shall be construed to relieve a Stockholder of its obligation to deliver an Offering Notice to the Company and the Investor pursuant to the terms of Section 3 in connection with such price a proposed transaction. 4.4 Notwithstanding the foregoing or anything else to the contrary contained herein, no Common Holder may sell or otherwise transfer any Equity Securities to any Third Party for a period of one year from the date hereof, except that after six months from the date hereof the Common Holders may sell Equity Securities which sale(s) yield gross proceeds to the Common Holders of up to $1.5 million in the aggregate (the allocation of such $1.5 million as among the Common Holders to be determined by and substantially upon such terms and conditionsamong the Common Holders). 4.5 Notwithstanding the foregoing, the provisions of this Agreement Section 4 shall again also not apply to successive transactions. sales by the Stockholders who own less than two percent (c2%) The foregoing provisions of this Section 5 shall notthe Equity Securities of the Company as calculated on an as- converted, apply to any transfer of Shares pursuant to Section 3(b) fully-diluted basis or 3(c) hereof. (d) Notwithstanding any provision of this Section 5 to the contrary, Selling Shareholders may at any time prior to their sale by Xxxxxx X. Xxxxxx of Shares pursuant to this Section 5 elect not to proceed with such sale, and in such event no Other Shareholder shall be required to sell its Shares in 135,000 shares of Common Stock provided such sale and neither the Selling Shareholders nor any of the Other Shareholders shall have any liability to any other Shareholder in respect of any such electionis consummated by February 28, 1999.

CO-SALE PROVISIONS. (a) Subject to Section 2.6, any Transfer for value by SCF of Common Stock (the “Co-Sale Shares”) shall be subject to this Section 2.4 other than (i) any Transfer of shares of Common Stock that does not in the aggregate, when added to all other Transfers by SCF exempted from this Section 2.4 pursuant to this clause (i) in the aggregate, since the date of this Agreement, represent more than 2% of the Fully-Diluted Common Stock as of the date hereof (appropriately adjusted to give effect to any stock splits, stock dividends, combinations or reclassifications of the Common Stock), (ii) any Transfer pursuant to clause (d) of Section 2.2, (iii) any Transfer governed by the provisions of Section 2.5 or (iv) any Transfer in an Initial Public Offering. (b) In connection with any proposed Transfer that is subject to this Section 2.4, SCF shall give written notice to the Company, and the Company shall promptly give written notice to each other Stockholder (the “Co-Sale Notice”) at least 15 Business Days prior to any proposed Transfer that is subject to this Section 2.4. The Co-Sale Notice shall specify the proposed transferee, whether such proposed transferee is willing to purchase Common Stock then held by the Non-SCF Holders and, if so, the maximum number of shares of Common Stock such proposed transferee is willing to purchase from such Non-SCF Holders, the number of Co-Sale Shares to be Transferred by SCF to such proposed transferee, the amount and type of consideration to be received therefor, the place and date on which the Transfer is expected to be consummated and the terms of the proposed Transfer. The Co-Sale Notice shall include an offer (the “Participation Offer”) by SCF to include in the proposed Transfer on the terms described in paragraph (c) below a number of shares of Common Stock designated by any Non-SCF Holders, not to exceed, in respect of any such Non-SCF Holder, the product of (A) the sum of the aggregate number of Co-Sale Shares to be sold by SCF to the proposed transferee plus the maximum number of shares of Common Stock such proposed transferee is willing to purchase from Non-SCF Holders and (B) a fraction with a numerator equal to the number of shares of Common Stock held by such other Non-SCF Holder and a denominator equal to the number of shares of Common Stock held by SCF and all Non-SCF Holders that elect to Transfer shares pursuant to this Section 2.4. Notwithstanding anything to the contrary herein, if the consideration proposed to be received by SCF includes securities with respect to which no registration statement covering the issuance of such securities has been declared effective under the Securities Act, if required by the issuer of any such securities, only Non-SCF Holders that are then Accredited Investors may accept the Participation Offer and Transfer shares of Common Stock pursuant to this Section 2.4 unless otherwise agreed to by such issuer; provided, however, that each Stockholder that is not then an Accredited Investor shall be entitled to Transfer to the Company such number of shares of Common Stock that such Stockholder would have been entitled to Transfer pursuant to this Section 2.4 had such Stockholder been an Accredited Investor, and such Stockholder shall be entitled to receive from the Company an equivalent value (as determined in good faith by the Board) in cash to what such Stockholder would have received pursuant to this Section 2.4, subject to any restrictions imposed upon the Company or to which the Company is subject by any agreement to which the Company or any of its subsidiaries is a party or by applicable Law. (c) Except as set forth herein and in paragraph (b) above, the per share consideration to be received for any shares of Common Stock included in a proposed Transfer hereunder shall be the same per share consideration to be received by SCF as set forth in the Participation Offer. Each Non-SCF Holder who wishes to include shares of Common Stock in the proposed Transfer in accordance with the terms set forth in the Participation Offer shall so notify SCF not more than 10 Business Days after the date of the Co-Sale Notice, failing which such Non-SCF Holder shall not be entitled to participate in the proposed Transfer. (d) The Participation Offer shall be conditioned upon SCF’s Transfer of Co-Sale Shares pursuant to the transactions contemplated in the Co-Sale Notice with the transferee named therein. If at any time or Non-SCF Holders have accepted the Participation Offer, SCF shall reduce to the extent necessary the number of Co-Sale Shares it otherwise would have Transferred in the proposed Transfer so as to permit Non-SCF Holders who have accepted the Participation Offer to sell the number of shares that they are entitled to sell under this Section 2.4, and SCF and such Non-SCF Holders shall sell the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale as set forth in the Co-Sale Notice; provided, however, that if the proposed transferee deals solely with SCF and refuses to purchase from time the Non-SCF Holders who have accepted the Participation Offer with respect to time a Shareholder or Shareholders the number of shares that they are entitled to sell under this Section 2.4, then (for purposes i) SCF shall be entitled to sell up to the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale as set forth in the Co-Sale Notice and (ii) SCF shall then purchase from such Non-SCF Holders who have accepted the Participation Offer, on the terms set forth in the Co-Sale Notice, up to the number of shares that they would have been entitled to sell under this Section 2.4 had the proposed transferee purchased such shares directly from Non-SCF Holders in accordance with the terms of this Section 52.4. Any Non-SCF Holder who participates in a Transfer under this Section 2.4 shall not be liable for any transaction costs associated with such a Transfer other than the legal costs incurred by that Non-SCF Holder and, if SCF is obligated to pay selling commissions, then a pro-rata portion of such selling commissions. (e) Each Non-SCF Holder who Transfers shares of Common Stock pursuant to this Section 2.4 shall not be required to make any representations or warranties for which such Non-SCF Holder would have personal liability in connection with such Transfer other than representations and warranties as to (and SCF and each such Stockholder shall execute an agreement for the benefit of the proposed transferee providing for representations and warranties as to) (i) such Non-SCF Holder’s ownership of the shares of Common Stock to be Transferred free and clear of all liens, claims and other encumbrances other than those arising under this Agreement, the "Selling Shareholders"Certificate of Incorporation or the Bylaws, (ii) propose such Non-SCF Holder’s power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities Laws as are relevant to determining whether an exemption from registration is available in connection with such Transfer; provided, however, for the avoidance of doubt the parties acknowledge that the consideration to be received by SCF and such Non-SCF Holders may consist of, among other things, an interest in an escrow account, a Control Salesecurity or other consideration, the Selling Shareholders shall by notice in writing ultimate value of which may be dependent upon, among other things, the accuracy of representations and warranties relating to the other Shareholders designate a representative Company and its business or the future performance of the Company. (f) The closing of such purchase by the "Representative") for purposes transferee of this Section 5, and the Representative Common Stock of the Non-SCF Holders shall give be on the same date that the transferee acquires Co-Sale Shares from SCF; provided that such Non-SCF Holders have been given 10 days’ advance notice of such proposal closing; provided further, however, that any such closing shall be delayed, to the extent required, until the next succeeding Business Day following the expiration of any required waiting periods under the HSR Act and the obtaining of all other governmental approvals reasonably deemed necessary by a party to the Transfer. (the "Notice of Sale"g) Each Non-SCF Holder who participates in a Transfer pursuant to each of the other Shareholders (for purposes of this Section 52.4 shall promptly perform, whether before or after any such closing, such additional acts (including executing and delivering additional documents, the "Other Shareholders"), terms and conditions of which notice shall identify be no more burdensome to such Non-SCF Holder than the proposed transferee or transferees and the proposed purchase price, terms of payment and other material terms and conditions of the proposed sale. Upon receipt of documents executed by SCF in connection with such Transfer) as are reasonably required to effect more fully the Notice of Saletransactions contemplated by this Section 2.4. (h) If no Non-SCF Holders accept the Participation Offer, each Other Shareholder shall have until the tenth day after such receipt to deliver to the Representative a written notice (the "Co-Sale Acceptance") of its intention to SCF may sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed more than the number of Shares proposed to be sold by shares of Common Stock stated in the Selling Shareholders times a fraction, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be the aggregate number of Shares then held by the Selling Shareholders and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of the definition of such term contained in Section 1 hereof, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold Participation Offer to the Person or group of related Persons referred to in such clause as contemplated therebyproposed transferee, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Other Shareholders to sell the number of Shares determined as provided above at the price and on upon terms no more favorable than the terms and conditions contained stated in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders Participation Offer, but only if such Transfer shall be consummated simultaneously and on completed within 90 days after the same terms. If the prospective transferee or transferees decline to purchase some delivery of the Shares offered by the Selling Shareholders Participation Offer and the selling Other Shareholders, if not so completed then the number provisions of Shares this Article 2 shall apply to be sold any future Transfer of such shares by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other ShareholdersSCF. (bi) If SCF shall have the Representative does not receive a Co-Sale Acceptance from an Other Shareholder within the time period specified in subsection (a) above, such Other Shareholder shall be deemed to have declined to exercise its right to sell any require the Company to cooperate fully with potential acquirors of its Shares Capital Stock of the Company in such a prospective transaction pursuant to this Section 5. In 2.4 by taking all actions reasonably requested by such eventPersons or such potential acquirors, including making the Selling Shareholders Company’s and one or more its subsidiaries’ properties, books and records, and other assets reasonably available for inspection by such potential acquirors and making employees of the other Shareholders Company and its subsidiaries reasonably available for interviews, in each case subject to such confidentiality restrictions or obligations as the Company may sell their Shares reasonably require. (j) Notwithstanding anything in this Agreement to the contrary, if a Transfer of Capital Stock pursuant to this Section 5 at 2.4 is not consummated for whatever reason there shall be no liability on the price and on substantially the terms and conditions set forth in the Notice part of Sale. If the Selling Shareholders and such Other Shareholders do not effect the sale at such price and substantially upon such terms and conditions, the provisions of this Agreement shall again apply to successive transactions. (c) The foregoing provisions of this Section 5 shall not, apply to any transfer of Shares pursuant to Section 3(b) or 3(c) hereof. (d) Notwithstanding any provision of this Section 5 SCF to the contrary, Selling Shareholders may at holders of Co-Sale Shares or any time prior other Person. The decision to their sale of Shares effect a Transfer pursuant to this Section 5 elect not to proceed with such sale, 2.4 by SCF is in the sole and in such event no Other Shareholder shall be required to sell its Shares in such sale and neither the Selling Shareholders nor any absolute discretion of the Other Shareholders shall have any liability to any other Shareholder in respect of any such electionSCF.

CO-SALE PROVISIONS. 4.1 Until the closing of the Public Offering, in the event that any Founder after the application of Section 3 hereof continues to propose to sell or otherwise transfer Equity Securities aggregating in excess of twenty- five percent of the Equity Securities then owned by such Founder to any Person (individually a "Third Party" and collectively, "Third Parties") in any one transaction or any series of transactions, directly or indirectly, such sale or other disposition shall not be permitted unless such Founder shall offer (or cause the Third Party to offer) the Other Founders and the Investors the right to elect to include, at the sole option of the Other Founders and the Investors, in the sale or other disposition to the Third Party such number of shares of Equity Securities owned by the Other Founders and the Investors as shall be determined in accordance with subsection (a) If at any time or from time to time a Shareholder or Shareholders (for purposes of this Section 5, the "Selling Shareholders") propose to effect a Control Sale, the Selling Shareholders shall by notice in writing to the other Shareholders designate a representative 4.1 (the "RepresentativeTag-Along --------- Shares") for purposes ). At any time within 30 days after the giving of this the Reoffer Notice ------ described in Section 53.1 hereof, each Other Founder and Investor may make an election to include the Representative shall give notice of Tag-Along Shares in such proposal a sale or other disposition (the "Notice of SaleInclusion Election") by giving written notice of its Inclusion Election to each ------------------ such Founder and delivering to the Company a stock certificate or certificates representing the Tag-Along Shares, together with a limited power-of-attorney authorizing such Founder to sell or otherwise dispose of such Tag-Along Shares pursuant to the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment such Third Party's offer. (a) Each Investor and other material terms and conditions of the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder Founder shall have until the tenth day after such receipt right to deliver sell, pursuant to the Representative a written notice Third Party's offer, that percentage (the "Co-Sale AcceptanceTag- --- Along Percentage") of its intention to sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed the number of Shares proposed shares of Offered Stock to be sold to the ---------------- Third Party equal to the ratio (expressed as a percentage) of (i) the shares of Equity Securities (treating the Equity Securities as having been converted into, exchanged for or exercised for Common Stock) held by the Selling Shareholders times a fractionInvestor or Other Founder, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be as compared with (ii) the aggregate number of Shares then shares of Offered Stock owned by the Founder and the Equity Securities held by all Investors and Other Founders (treating the Selling Shareholders Equity Securities as having been converted into, exchanged for or exercised for Common Stock). In the event that (i) the Investors and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred Founders in the aggregate elect to sell fewer Tag-Along Shares than they are entitled to sell in clause the aggregate and (ii) certain Investors or Other Founders wish to sell an aggregate amount in excess of each such Person's Tag-Along Percentage, then the definition of such term contained in Section 1 hereof, such calculation excess available Tag-Along Shares shall be allocated among such Investors and Other Founders pro rata based upon the number of Shares then to be sold shares of Equity Securities (treating the Equity Securities as having been converted into, exchanged for or exercised for Common Stock) owned by the Selling Shareholders plus the number of Shares theretofore sold to the Person such Investors and Other Founders, or group of related Persons referred to in as otherwise agreed among such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Investors and Other Shareholders to sell the number of Shares determined as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other ShareholdersFounders. (b) If The purchase from the Representative does not receive a Co-Sale Acceptance from an Investors and Other Shareholder within the time period specified in subsection (a) above, such Other Shareholder shall be deemed to have declined to exercise its right to sell any of its Shares in such transaction Founders pursuant to this Section 5. In such event, 4.1 shall be on the Selling Shareholders and one or more of the other Shareholders may sell their Shares pursuant to this Section 5 at the price and on substantially the terms and conditions set forth in the Notice of Sale. If the Selling Shareholders and such Other Shareholders do not effect the sale at such price and substantially upon such same terms and conditions, including the provisions price per share and the date of this Agreement shall again apply to successive transactionssale or other disposition, as are received by the Founder and stated in the Offering Notice. (c) The foregoing provisions At the consummation of this Section 5 shall notthe sale or other disposition of shares of Equity Securities of the Founder, apply the Investors and any Other Founders to any transfer of Shares the Third Party pursuant to Section 3(b) the Third Party's offer, there shall be remitted to the Investors and Other Founders the total sales price attributable to the shares of Equity Securities which the Investors and Other Founders sold or 3(c) hereofotherwise disposed of pursuant thereto, and there shall be furnished to such Investors and Other Founders such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Investors and Other Founders. (d) Notwithstanding If within 30 days after the Reoffer Notice is given, a Investor or Other Founder has not accepted the offer to make an Inclusion Election, such Investor and Other Founder will be deemed to have waived any provision and all of its rights with respect to the sale or other disposition of shares of Equity Securities described in the Offering Notice. The Founder shall have 45 days after such 30-day period in which to sell or otherwise dispose of the shares of Founders' Stock to the Third Party at a price and on terms not more favorable to the Founder than were set forth in the Offering Notice. (e) If, at the end of such 45-day period, the Founder has not completed the sale of shares of Founders' Stock in accordance with the terms of the Third Party's offer, all the restrictions on sale contained in this Agreement with respect to Founders' Stock owned by the Founder shall again be in effect. 4.2 The rights provided in this Section 5 4 shall not be applicable to any transaction if Section 3.3 makes Section 3 inapplicable thereto. 4.3 The provisions of Section 3 shall take priority over this Section 4, and nothing in this Section 4 shall be construed to relieve a Founder of its obligation to deliver an Offering Notice to the contrary, Selling Shareholders may at any time prior to their sale Company and each of Shares the Investors and Other Founders pursuant to this the terms of Section 5 elect not to proceed 3 in connection with such sale, and in such event no Other Shareholder shall be required to sell its Shares in such sale and neither the Selling Shareholders nor any of the Other Shareholders shall have any liability to any other Shareholder in respect of any such electiona proposed transaction.

CO-SALE PROVISIONS. (a) If at In the event that any time holder or from time holders of the Corporation’s Class A Common Stock (the “Transferring Holders”) proposes to time sell or otherwise Transfer any shares of Class A Common Stock (other than pursuant to a Shareholder Tag-Along Transaction) to any transferee (except (x) an Affiliate of the transferor or Shareholders (for purposes y) an Initial Stockholder or an Affiliate of this Section 5such Initial Stockholder) and, following such sale or Transfer, such transferee (the “Nonparty Buyer”), together with its Affiliates, would beneficially own shares of Class A Common Stock entitling the Nonparty Buyer and such Affiliates to exercise a majority of the voting power represented by all the outstanding Class A Common Stock (a “Co-Sale Transaction”), the "Selling Shareholders"Nonparty Buyer shall cause written notice (the “Co-Sale Notice”) propose of such proposed Co-Sale Transaction to effect be given to the Corporation and each holder of Class A Common Stock other than the Transferring Holders (each such other holder, a Control Sale“Co-Sale Offeree”) not less than 30 days prior to consummation of such Co-Sale Transaction. The Co-Sale Notice shall include the number of shares of Class A Common Stock proposed to be Transferred in the Co-Sale Transaction, the Selling Shareholders shall name and address of the Nonparty Buyer, the weighted average price paid for all shares of Class A Common Stock purchased by notice the Nonparty Buyer (or its Affiliates) in writing to the other Shareholders designate a representative (preceding 18-month period, the "Representative") for purposes proposed amount and form of this Section 5, consideration and the Representative shall give notice of such proposal (the "Notice of Sale") to each of the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment and other material terms and conditions of payment contemplated by the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder shall have until the tenth day after such receipt to deliver to the Representative a written notice (the "Co-Sale Acceptance") of its intention to sell in Transaction, and the date on which such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed the number of Shares proposed Transaction is expected to be sold by the Selling Shareholders times a fraction, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be the aggregate number of Shares then held by the Selling Shareholders and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of the definition of such term contained in Section 1 hereof, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold to the Person or group of related Persons referred to in such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Other Shareholders to sell the number of Shares determined as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other Shareholdersconsummated. (b) If the Representative does not receive a Each Co-Sale Acceptance from an Other Shareholder Offeree may, by written notice to the Nonparty Buyer (or its designated representative) delivered within ten days after delivery of the time period specified in subsection (a) aboveCo-Sale Notice, such Other Shareholder shall be deemed to have declined to exercise its right elect to sell to the Nonparty Buyer all or any of its Shares in such transaction pursuant to this Section 5. In such event, the Selling Shareholders and one or more portion of the other Shareholders may sell their Shares pursuant to this Section 5 issued and outstanding shares of Class A Common Stock owned by such Co-Sale Offeree as of the date of the Co-Sale Notice, contemporaneously with the consummation of the Co-Sale Transaction, at the price Co-Sale Price and on substantially the same terms and conditions set forth in the Notice Co-Sale Notice, which terms and conditions shall be the same as those on which the Transferring Holders’ issued and outstanding shares of Sale. If Class A Common Stock are being sold. (c) Upon consummation of the Selling Shareholders sale of any Class A Common Stock pursuant to clause (a) of this Section 5.1, each Transferring Holder and Co-Sale Offeree participating in such Co-Sale Transaction shall deliver, against payment of the Co-Sale Price, certificates evidencing such Class A Common Stock (or other evidence thereof reasonably acceptable to the Nonparty Buyer) to be sold, duly endorsed for Transfer or accompanied by duly endorsed stock powers, and such Other Shareholders do not effect other documents as are deemed reasonably necessary by the sale at Transferring Holders and the Corporation for the proper Transfer of such price Common Stock to the Nonparty Buyer on the books of the Corporation. (d) In the event that shares of Class A Common Stock are transferred to a Nonparty Buyer in violation of this Section 5.1, all voting rights associated with all issued and substantially outstanding shares of Class A Common Stock held by such Nonparty Buyer (and its Affiliates) will be automatically and permanently suspended immediately upon the consummation of the Co-Sale Transaction involving such terms and conditionsNonparty Buyer. (e) Subject to Section 11.12, the provisions of this Agreement Section 5.1 shall again apply to successive transactions. (c) The foregoing be in addition to, and not in limitation of, the provisions of this Section 5 shall not, apply to any transfer of Shares pursuant to Section 3(b) or 3(c) hereof. (d) Notwithstanding any provision of this Section 5 to the contrary, Selling Shareholders may at any time prior to their sale of Shares pursuant to this Section 5 elect not to proceed with such sale, and in such event no Other Shareholder shall be required to sell its Shares in such sale and neither the Selling Shareholders nor any 7.4 of the Other Shareholders shall have any liability to any other Shareholder in respect Certificate of any such electionIncorporation.

CO-SALE PROVISIONS. 4.1 Subject to Section 4.4 hereof, in the event that any Offering Stockholder after the application of Section 3 hereof continues to propose to sell or otherwise transfer any Equity Securities then owned by such Offering Stockholder to any Person (individually a "Third Party" and collectively, "Third Parties") in any one transaction or any series of transactions, directly or indirectly, such sale or other disposition shall not be permitted unless such Offering Stockholder shall offer (or cause the Third Party to offer) the Investor and each Non-Offering Stockholder the right to elect to include, at its sole option, in the sale or other disposition to the Third Party such number of shares of Equity Securities owned by the Investor and each Non-Offering Stockholder as shall be determined in accordance with subsection (a) If at any time or from time to time a Shareholder or Shareholders (for purposes of this Section 5, the "Selling Shareholders") propose to effect a Control Sale, the Selling Shareholders shall by notice in writing to the other Shareholders designate a representative 4.1 (the "RepresentativeTag-Along Shares") for purposes ). At any time within 30 days after the ----------------- giving of this the Reoffer Notice described in Section 53.1 hereof, the Investor and each Non-Offering Stockholder may make an election to include the Representative shall give notice of Tag-Along Shares in such proposal a sale or other disposition (the "Notice of SaleInclusion Election") by giving ------------------ written notice of its Inclusion Election to each such Offering Stockholder and delivering to the Company a stock certificate or certificates representing the Tag-Along Shares, together with a limited power-of-attorney authorizing such Offering Stockholder to sell or otherwise dispose of such Tag-Along Shares pursuant to the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment such Third Party's offer. (a) The Investor and other material terms and conditions of the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder Non-Offering Stockholder shall have until the tenth day after such receipt right to deliver sell, pursuant to the Representative a written notice Third Party's offer, that percentage (the "Co-Sale AcceptanceTag- --- Along Percentage") of its intention to sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed the number of Shares proposed shares of Offered Stock to be sold to the ---------------- Third Party equal to the ratio (expressed as a percentage) of (i) the shares of Equity Securities (treating the Equity Securities as having been converted into, exchanged for or exercised for Common Stock) held by the Selling Shareholders times a fractionInvestor or the Non- Offering Stockholder, as the numerator of which shall case may be the number of Shares then held by such Other Shareholder and the denominator of which shall be as compared with (ii) the aggregate number of Shares then shares of Offered Stock owned by the Offering Stockholder and the Equity Securities held by the Selling Shareholders Investor and all Other Shareholders Non-Offering Stockholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of treating the definition of such term contained in Section 1 hereofEquity Securities as having been converted into, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold to the Person exchanged for or group of related Persons referred to in such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentenceexercised for Common Stock). The CoIn the event that any Non-Sale Acceptance Offering Stockholder does not make an Inclusion Election, the Investor shall be deemed to be an irrevocable commitment by each of also have the selling Other Shareholders right to sell the number of Shares determined that Non-Offering Stockholder's Tag-Along Percentage as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other Shareholderswell as its own. (b) The purchase from the Investor or any Non-Offering Stockholder pursuant to this Section 4.1 shall be on the same terms and conditions, including the price per share and the date of sale or other disposition, as are received by the Offering Stockholder and stated in the Offering Notice. (c) At the consummation of the sale or other disposition of shares of Equity Securities of the Offering Stockholder, the Investor or any Non-Offering Stockholder to the Third Party pursuant to the Third Party's offer, there shall be remitted to the Investor and each Non-Offering Stockholder the total sales price attributable to the shares of Equity Securities which the Investor and each Non-Offering Stockholder sold or otherwise disposed of pursuant thereto, and there shall be furnished to the Investor and each Non-Offering Stockholder such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Investor or any Non-Offering Stockholder. (d) If within 30 days after the Representative does Reoffer Notice is given, the Investor or any Non-Offering Stockholder has not receive a Coaccepted the offer to make an Inclusion Election, the Investor or such Non-Sale Acceptance from an Other Shareholder within Offering Stockholder, as the time period specified in subsection (a) abovecase may be, such Other Shareholder shall will be deemed to have declined waived any and all of its rights with respect to exercise its right the sale or other disposition of shares of Equity Securities described in the Offering Notice. The Offering Stockholder shall have 45 days after such 30-day period in which to sell any of its Shares in such transaction pursuant to this Section 5. In such event, the Selling Shareholders and one or more otherwise dispose of the other Shareholders may sell their Shares pursuant shares of Offering Stockholders' Stock to this Section 5 the Third Party at the a price and on substantially terms not more favorable to the terms and conditions Offering Stockholder than were set forth in the Notice Offering Notice. (e) If, at the end of Sale. If such 45-day period, the Selling Shareholders and such Other Shareholders do Offering Stockholder has not effect completed the sale at of shares of Offering Stockholders' Stock in accordance with the terms of the Third Party's offer, all the restrictions on sale contained in this Agreement with respect to Offering Stockholders' Stock owned by the Offering Stockholder shall again be in effect. 4.2 The rights provided in this Section 4 shall not be applicable to any transaction if Section 3.3 makes Section 3 inapplicable thereto or if the Stockholder is no longer subject to the terms of Section 3 by virtue of Section 3.4 hereof. 4.3 The provisions of Section 3 shall take priority over this Section 4, and nothing in this Section 4 shall be construed to relieve a Stockholder of its obligation to deliver an Offering Notice to the Company and the Investor pursuant to the terms of Section 3 in connection with such price a proposed transaction. 4.4 Notwithstanding the foregoing or anything else to the contrary contained herein, no Common Holder may sell or otherwise transfer any Equity Securities to any Third Party for a period of one year from the date hereof, except that after six months from the date hereof the Common Holders may sell Equity Securities which sale(s) yield gross proceeds to the Common Holders of up to $1.5 million in the aggregate (the allocation of such $1.5 million as among the Common Holders to be determined by and substantially upon such terms and conditionsamong the Common Holders). 4.5 Notwithstanding the foregoing, the provisions of this Agreement Section 4 shall again also not apply to successive transactions. sales by the Stockholders who own less than two percent (c2%) The foregoing provisions of this Section 5 shall notthe Equity Securities of the Company as calculated on an as-converted, apply to any transfer of Shares pursuant to Section 3(b) fully-diluted basis or 3(c) hereof. (d) Notwithstanding any provision of this Section 5 to the contrary, Selling Shareholders may at any time prior to their sale by Xxxxxx X. Xxxxxx of Shares pursuant to this Section 5 elect not to proceed with such sale, and in such event no Other Shareholder shall be required to sell its Shares in 135,000 shares of Common Stock provided such sale and neither the Selling Shareholders nor any of the Other Shareholders shall have any liability to any other Shareholder in respect of any such electionis consummated by February 28, 1999.

CO-SALE PROVISIONS. (a) Any Transfer for value by SCF of Common Stock (the “Co-Sale Shares”) prior to a Qualified Public Offering shall be subject to this Section 2.4 other than (i) any Transfer of shares of Common Stock that does not in the aggregate, when added to all other Transfers by SCF exempted from this Section 2.4 pursuant to this clause (i) in the aggregate, since the date of this Agreement, represent more than 5% of the Fully-Diluted Common Stock as of the date hereof (appropriately adjusted to give effect to any stock splits, stock dividends, combinations or reclassifications of the Common Stock), (ii) any Transfer pursuant to clause (iv) of Section 2.2, (iii) any Transfer governed by the provisions of Section 2.5 or (iv) any Transfer in an underwritten public offering that constitutes a Qualified Public Offering. (b) In connection with any proposed Transfer that is subject to this Section 2.4, SCF shall give written notice to each other Stockholder (the “Co-Sale Notice”) at least ten (10) Business Days prior to any proposed Transfer that is subject to this Section 2.4. The Co-Sale Notice shall specify the proposed transferee, whether such proposed transferee is willing to purchase Common Stock then held by the Stockholders (other than SCF) and, if so, the maximum number of shares of Common Stock such proposed transferee is willing to purchase from such Stockholders, the number of Co-Sale Shares to be Transferred by SCF to such proposed transferee, the amount and type of consideration to be received therefor, and the place and date on which the Transfer is expected to be consummated. The Co-Sale Notice shall include an offer (the “Participation Offer”) by SCF to include in the proposed Transfer on the terms described in paragraph (c) below a number of shares of Common Stock designated by any of the other Stockholders, not to exceed, in respect of any such other Stockholder, the product of (A) the sum of the aggregate number of Co-Sale Shares to be sold by SCF to the proposed transferee plus the maximum number of shares of Common Stock such proposed transferee is NUWAVE ENERGY TECHNOLOGIES, INC. STOCKHOLDERS AGREEMENT willing to purchase from Stockholders (other than SCF) and (B) a fraction with a numerator equal to the number of shares of Common Stock held by such other Stockholder and a denominator equal to the number of shares of Common Stock held by SCF and all Stockholders that elect to Transfer shares pursuant to this Section 2.4. Notwithstanding anything to the contrary herein, if the consideration proposed to be received by the Co-Sale Transferor includes securities with respect to which no registration statement covering the issuance of such securities has been declared effective under the Securities Act, if required by the issuer of any such securities, only Stockholders that are then Accredited Investors may accept the Participation Offer and Transfer shares of Common Stock pursuant to this Section 2.4 unless otherwise agreed to by such issuer. (c) Except as set forth herein and in paragraph (b) above, the per share consideration to be received for any shares of Common Stock included in a proposed Transfer hereunder shall be the same per share consideration to be received by SCF as set forth in the Participation Offer. Each Stockholder who wishes to include shares of Common Stock in the proposed Transfer in accordance with the terms set forth in the Participation Offer shall so notify SCF not more than five (5) Business Days after the date of the Co-Sale Notice, failing which such Stockholder shall not be entitled to participate in the proposed Transfer. (d) The Participation Offer shall be conditioned upon SCF’s Transfer of Co-Sale Shares pursuant to the transactions contemplated in the Co-Sale Notice with the transferee named therein. If at any time or other Stockholders have accepted the Participation Offer, SCF shall reduce to the extent necessary the number of Co-Sale Shares it otherwise would have Transferred in the proposed Transfer so as to permit other Stockholders who have accepted the Participation Offer to sell the number of shares that they are entitled to sell under this Section 2.4, and SCF and such other Stockholders shall sell the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale as set forth in the Co-Sale Notice; provided, however, that if the proposed transferee deals solely with SCF and refuses to purchase from time the other Stockholders who have accepted the Participation Offer with respect to time a Shareholder or Shareholders the number of shares that they are entitled to sell under this Section 2.4, then (for purposes i) SCF shall be entitled to sell up to the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale as set forth in the Co-Sale Notice and (ii) SCF shall then purchase from such other Stockholders who have accepted the Participation Offer, on the terms set forth in the Co-Sale Notice, up to the number of shares that they would have been entitled to sell under this Section 2.4 had the proposed transferee purchased such shares directly from such Stockholders in accordance with the terms of this Section 52.4. Any Stockholder other than SCF who participates in a Transfer under this Section 2.4 shall not be liable for any transaction costs associated with such a Transfer other than the legal costs incurred by that Stockholder and, if SCF is obligated to pay selling commissions, then a pro-rata portion of such selling commissions. (e) Each Stockholder who Transfers shares of Common Stock pursuant to this Section 2.4 shall not be required to make any representations or warranties for which such Stockholder would have personal liability in connection with such Transfer other than representations and warranties as to (and SCF and each such Stockholder shall execute an agreement for the benefit of the proposed transferee providing for representations and warranties NUWAVE ENERGY TECHNOLOGIES, INC. STOCKHOLDERS AGREEMENT as to) (i) such Stockholder’s ownership of the shares of Common Stock to be Transferred free and clear of all liens, claims and other encumbrances other than those arising under this Agreement, (ii) such Stockholder’s power and authority to effect such Transfer, and (iii) such matters pertaining to compliance with securities laws as are relevant to determining whether an exemption from registration is available in connection with such Transfer; provided, however, for the avoidance of doubt the parties acknowledge that the consideration to be received by SCF and such other Stockholders may consist of, among other things, an interest in an escrow account, a security or other consideration, the "Selling Shareholders") propose to effect a Control Saleultimate value of which may be dependent upon, among other things, the Selling Shareholders shall by notice in writing accuracy of representations and warranties relating to the Company and its business or the future performance of the Company. (f) The closing of such purchase by the transferee shall be on the same date that the transferee acquires Co-Sale Shares from SCF; provided that such other Shareholders designate a representative Stockholders have been given ten (the "Representative"10) for purposes of this Section 5, and the Representative shall give days advance notice of such proposal closing; provided further, however, that any such closing shall be delayed, to the extent required, until the next succeeding Business Day following the expiration of any required waiting periods under the HSR Act and the obtaining of all other governmental approvals reasonably deemed necessary by a party to the Transfer. (the "Notice of Sale"g) Each Stockholder who participates in a Transfer pursuant to each of the other Shareholders (for purposes of this Section 52.4 shall promptly perform, whether before or after any such closing, such additional acts (including, without limitation, executing and delivering additional documents, the "Other Shareholders"), terms and conditions of which notice shall identify be no more burdensome to such Stockholder than the proposed transferee or transferees and the proposed purchase price, terms of payment and other material terms and conditions of the proposed sale. Upon receipt of documents executed by SCF in connection with such Transfer) as are reasonably required to effect more fully the Notice of Saletransactions contemplated by this Section 2.4. (h) If no other Stockholder accepts the Participation Offer, each Other Shareholder shall have until the tenth day after such receipt to deliver to the Representative a written notice (the "Co-Sale Acceptance") of its intention to SCF may sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed more than the number of Shares proposed to be sold by shares of Common Stock stated in the Selling Shareholders times a fraction, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be the aggregate number of Shares then held by the Selling Shareholders and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of the definition of such term contained in Section 1 hereof, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold Participation Offer to the Person or group of related Persons referred to in such clause as contemplated therebyproposed transferee, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Other Shareholders to sell the number of Shares determined as provided above at the price and on upon the terms and conditions contained stated in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders Participation Offer, but only if such Transfer shall be consummated simultaneously and on completed within 90 days after the same terms. If the prospective transferee or transferees decline to purchase some delivery of the Shares offered by the Selling Shareholders Participation Offer and the selling Other Shareholders, if not so completed then the number of Shares to be sold by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other Shareholders. (b) If the Representative does not receive a Co-Sale Acceptance from an Other Shareholder within the time period specified in subsection (a) above, such Other Shareholder shall be deemed to have declined to exercise its right to sell any of its Shares in such transaction pursuant to this Section 5. In such event, the Selling Shareholders and one or more of the other Shareholders may sell their Shares pursuant to this Section 5 at the price and on substantially the terms and conditions set forth in the Notice of Sale. If the Selling Shareholders and such Other Shareholders do not effect the sale at such price and substantially upon such terms and conditions, the provisions of this Agreement Article II shall again apply to successive transactions. (c) The foregoing provisions of this Section 5 shall not, apply to any transfer future Transfer of Shares pursuant to Section 3(b) or 3(c) hereofsuch shares by SCF. (d) Notwithstanding any provision of this Section 5 to the contrary, Selling Shareholders may at any time prior to their sale of Shares pursuant to this Section 5 elect not to proceed with such sale, and in such event no Other Shareholder shall be required to sell its Shares in such sale and neither the Selling Shareholders nor any of the Other Shareholders shall have any liability to any other Shareholder in respect of any such election.

CO-SALE PROVISIONS. (a) If any Group A Holder proposes to Transfer Common Stock or Preferred Stock for value (such Person being referred to herein as a "Transferor") other than (i) a Transfer in a Qualified Public Offering, (ii) Transfers permitted in Sections 3.2(b) of this Agreement, or (iii) any Transfer governed by the provisions of Section 3.5, then such Transferor shall offer (the "Participation Offer") to include in the proposed Transfer a number of Common Stock or Preferred Stock, as the case may be, designated by any Party but excluding the Transferor (each, a "Potential Co-Sale Person"), not to exceed, in respect of any such Potential Co-Sale Person, the product (rounded to the nearest whole Share) of (A) the aggregate number of Common Stock or Preferred Stock, as the case may be, to be sold by the Transferor to the proposed transferee (the "Proposed Transferee") and (B) a fraction with a numerator equal to the number of Fully-Diluted Common Stock owned by such Potential Co-Sale Person and a denominator equal to the number of Fully-Diluted Common Stock owned by the Transferor and all Potential Co-Sale Persons. (b) The Transferor shall give written notice to each Potential Co-Sale Person of the Participation Offer (the "Transferor's Notice") at any time least 15 days prior to the proposed Transfer. The Transferor's Notice shall specify the Proposed Transferee, the number of Common Stock or from time Preferred Stock to time be Transferred to such Proposed Transferee, the amount and type of consideration to be received therefor (including whether and how such consideration may vary depending upon the number of shares of Common Stock to be included hereunder with respect to a Shareholder proposed Transfer of Preferred Stock), and the place and date on which the Transfer is to be consummated. Each Potential Co-Sale Person who wishes to include Common Stock or Shareholders (for purposes Preferred Stock in the proposed Transfer in accordance with the terms of this Section 53.4 shall so notify the Transferor not more than 10 days after its receipt of the Transferor's Notice. The Participation Offer shall be conditioned upon the Transferor's Transfer of Shares pursuant to the transactions contemplated in the Transferor's Notice with the Proposed Transferee named therein. If any Potential Co-Sale Person has accepted the Participation Offer, the "Selling Shareholders") propose to effect a Control Sale, the Selling Shareholders Transferor shall by notice in writing reduce to the other Shareholders designate a representative (extent necessary the "Representative") for purposes number of Shares it otherwise would have sold in the proposed sale so as to permit each Potential Co-Sale Person to sell the number of Shares that they are entitled to sell under this Section 53.4, and the Representative shall give notice of such proposal (the "Notice of Sale") to Transferor and each of the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment and other material terms and conditions of the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder shall have until the tenth day after such receipt to deliver to the Representative a written notice (the "Potential Co-Sale Acceptance") of its intention to Person shall sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed Participation Offer to the number of Shares proposed to be sold by Proposed Transferee in accordance with the Selling Shareholders times a fraction, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be the aggregate number of Shares then held by the Selling Shareholders and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of the definition terms of such term contained in Section 1 hereof, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold to the Person or group of related Persons referred to in such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Other Shareholders to sell the number of Shares determined as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selling Shareholders and the selling Other Shareholders shall be proportionately reduced, based upon the respective numbers of Shares originally proposed to be sold by the Selling Shareholders and the selling Other Shareholders. (b) If the Representative does not receive a Co-Sale Acceptance from an Other Shareholder within the time period specified in subsection (a) above, such Other Shareholder shall be deemed to have declined to exercise its right to sell any of its Shares in such transaction pursuant to this Section 5. In such event, the Selling Shareholders and one or more of the other Shareholders may sell their Shares pursuant to this Section 5 at the price and on substantially the terms and conditions sales set forth in the Notice Transferor's Notice. In the event of Sale. If the Selling Shareholders and such Other Shareholders do not effect the sale at such price and substantially upon such terms and conditions, the provisions of this Agreement shall again apply to successive transactions. (c) The foregoing provisions of a Transfer governed by this Section 5 3.4 of Preferred Stock, Potential Co-Sale Persons shall not, apply have the right to any transfer of Shares pursuant to Section 3(b) include either Preferred Stock or 3(c) hereof. (d) Notwithstanding any provision of this Section 5 to the contrary, Selling Shareholders may at any time prior to their sale of Shares pursuant to this Section 5 elect not to proceed with such sale, and in such event no Other Shareholder shall be required to sell its Shares Common Stock in such sale and neither the Selling Shareholders nor any on an Equivalent Basis; provided, however, that a Party may not include Common Stock in a Transfer of the Other Shareholders shall have any liability to any other Shareholder in respect Preferred Stock without first including all shares of any such electionPreferred Stock owned by it or its Affiliates.