Common use of Co-Sale Right Clause in Contracts

Co-Sale Right. 3.1 An Offeror may not sell any of the Offered Shares until each of the Investors shall have been given the right (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may To the extent the Investors do not sell any exercise their respective rights of first refusal as to all of the Offered Transfer Shares until pursuant to Section 4.2, each of the Investors Investor shall have been given the right (a “Co-Sale Right”)right, exercisable by Notice delivered upon delivery of a written notice to the Company and Selling Shareholder, with a copy to the Offeror Company, within twenty (20) days from Business Days after the date of the Company Transfer Notice, to sell participate in the sale of any Transfer Shares to the proposed purchaser or purchasers (including, as applicable, extent of such Investor’s Pro Rata Co-Sale Share at the Company same price and any Electing Investors), upon the same terms and conditions offered indicated in the Transfer Notice. A failure by the OfferorInvestor to respond within such prescribed period shall constitute a decision by such Investor not to exercise its right of co-sale as provided herein. To the extent one (1) or more of the Investors exercise such right of co-sale in accordance with the terms and conditions set forth below, a the number of shares up Transfer Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of each Investor shall be subject to the Investor’s Co-Sale following terms and conditions: (a) each Investor may sell all or any part of its Pro Rata Share of the Offered Shares (the Transfer Shares. An Investor’s “Pro Rata Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice Share” of the exercise a specified quantity of the Investor’s Co-Sale Right Transfer Shares shall mean that number of Ordinary Shares (or who has exercised purchase rights under Section 2)that number of Preferred Shares which, shall have thereby waived Co-Sale Rights with respect if converted at the current conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of Transfer Shares proposed to be transferred multiplied by a fraction equal to (i) the Offered Shares. 3.3 If any Investor has made a timely exercise total number of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits Ordinary Shares (on an as converted basis) then held by such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder rights pursuant to this Section 5, divided by (a “Coii) the total number of Ordinary Shares held by the Selling Shareholder plus the total number of Ordinary Shares then held by all Investors exercising co-Selling Investor”)sale rights pursuant to this Section 5, on an as converted basis. As used in this definition, the Offeror phrase “on an as converted basis” shall mean assuming conversion of all Preferred Shares but not sell to such prospective purchaser assuming exercise or purchasers conversion of any Shares unless and untilother outstanding option, simultaneously with such salewarrants, the Offeror purchases such Co-Sale Shares from such Co-Selling or other convertible securities. (b) each Investor for the same consideration and on the same terms and conditions as the proposed transfer described shall effect its participation in the Sale Notice. 3.4 Each Co-Selling Investor shall, sale by promptly after exercising a Co-Sale Right, deliver delivering to the Offeror Selling Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificatesshare certificates in respect of all Shares to be sold by such Investor and a transfer form signed by such Investor, properly endorsed for transfer, evidencing which indicates: (i) the Co-Sale Shares, Series A-1 number of Ordinary Shares which such Investor elects to sell; (ii) that number of Preferred Shares which is at such time convertible into Co-Sale the number of Ordinary Shares or that such Investor elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Preferred Shares in lieu of Common StockOrdinary Shares, any Co-Selling such Investor shall convert the Series A-1 such Preferred Shares into Common Stock Ordinary Shares and deliver Common Stock as provided aboveOrdinary Shares. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may To the extent any Non-Selling Shareholder (including JD) does not sell any exercise its respective rights of first refusal as to all of the Offered Transfer Shares until each of the Investors pursuant to Section 4.2, such Non-Selling Shareholder (including JD) shall have been given the right (a “Co-Sale Right”)right, exercisable by Notice delivered upon delivery of a written notice to the Company and Selling Shareholder, with a copy to the Offeror Company, within twenty (20) days from Business Days after the date of the Company Transfer Notice, to sell participate in the sale of any Transfer Shares to the proposed purchaser or purchasers (including, as applicable, extent of such Non-Selling Shareholder’s Pro Rata Co-Sale Share at the Company same price and any Electing Investors), upon the same terms and conditions offered indicated in the Transfer Notice. A failure by the OfferorNon-Selling Shareholder to respond within such prescribed period shall constitute a decision by such Non-Selling Shareholder not to exercise its right of co-sale as provided herein. To the extent one (1) or more of the Non-Selling Shareholders exercise such right of co-sale in accordance with the terms and conditions set forth below, a the number of shares up Transfer Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of each Non-Selling Shareholder shall be subject to the Investor’s Cofollowing terms and conditions: (a) each Non-Sale Selling Shareholder may sell all or any part of its Pro Rata Share of the Offered Shares (the Transfer Shares. A Non-Selling Shareholder’s “Pro Rata Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice Share” of the exercise a specified quantity of the Investor’s Co-Sale Right Transfer Shares shall mean that number of Class A Ordinary Shares (or who has exercised purchase rights under Section 2)that number of Preferred Shares which, shall have thereby waived Coif converted at the current conversion ratio, would equal that number of Class A Ordinary Shares) which equals the specified quantity of Transfer Shares proposed to be transferred multiplied by a fraction equal to (i) the total number of Class A Ordinary Shares (on an as converted basis) then held by such Non-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor Selling Shareholder exercising its rights of co-sale hereunder rights pursuant to this Section 5, divided by (a “Coii) the total number of Class A Ordinary Shares held by the Selling Shareholder plus the total number of Class A Ordinary Shares then held by all Non-Selling Investor”)Shareholders exercising co-sale rights pursuant to this Section 5, on an as converted basis. As used in this definition, the Offeror phrase “on an as converted basis” shall mean assuming conversion of all Preferred Shares but not sell to such prospective purchaser assuming exercise or purchasers conversion of any other outstanding option, any other warrants, or other convertible securities. For the avoidance of doubt, if the total number of Shares unless and untilany Founder Party sells exceeds thirty percent (30%) of the Shares it, simultaneously with such salehe or she holds as of the date hereof in a single transaction or in a series of transaction in aggregate, or the Offeror purchases such Co-Sale Shares from such Cooccurrence of any Trade Sale, each Non-Selling Investor for Shareholder shall be entitled to sell all the same consideration and on Shares it holds to the same terms and conditions as third party in preference to the proposed transfer described Selling Shareholder. (b) each Non-Selling Shareholder shall effect its participation in the Sale Notice. 3.4 Each Co-Selling Investor shall, sale by promptly after exercising a Co-Sale Right, deliver delivering to the Offeror Selling Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificatesshare certificates in respect of all Shares to be sold by such Non-Selling Shareholder and a transfer form signed by such Non-Selling Shareholder, properly endorsed for transfer, evidencing which indicates: (i) the Conumber of Class A Ordinary Shares which such Non-Sale Shares, Series A-1 Selling Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into Cothe number of Class A Ordinary Shares that such Non-Sale Shares or Selling Shareholder elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Preferred Shares in lieu of Common StockClass A Ordinary Shares, any Cosuch Non-Selling Investor Shareholder shall convert the Series A-1 such Preferred Shares into Common Stock Class A Ordinary Shares and deliver Common Stock as provided aboveClass A Ordinary Shares. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell any of the Offered Shares until each of the Investors shall have been given the right (i) If a “Co-Sale Right”Founder is Transferring stock to a Third Party Purchaser pursuant to Section 3(d)(ii), exercisable by Notice delivered to then each Preferred Stockholder that has not exercised the Company and Series B Option or the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (includingSeries A Option, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Rightright, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell exercisable upon written notice to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated Founder within thirty (30) days after receipt of its executionthe Notice, to participate in such sale of Founder Stock on the same terms and conditions. To the extent one or more of the Preferred Stockholders exercise such right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors of participation in accordance with Sections 2 the terms and 3. Any partial conditions set forth below, the number of shares of Founder Stock that the Founder may sell in the transaction shall be correspondingly reduced. (ii) Each Preferred Stockholder may sell all or any part of that number of shares of Investor Stock equal to the product obtained by multiplying (A) the aggregate number of shares of Founder Stock covered by the Notice by (B) a fraction, the numerator of which is the number of shares of Investor Stock owned by the Preferred Stockholder at the time of the Transfer and the denominator of which is the total number of shares of Investor Stock owned by all the Preferred Stockholders at the time of the Transfer (in each case, calculated on an as converted to Common Stock basis). (iii) If any Preferred Stockholder fails to elect to fully participate in such Founder's sale of Shares made pursuant to this Section 3.5 3(e), the Founder shall give notice of such failure to the Preferred Stockholders who did so elect (the "Participants"). The Participants shall have five days from the date such notice was given to agree to sell their pro rata share of the unsold portion. For purposes of this paragraph, a Participant's pro rata share shall be allocated the ratio of (x) the number of shares of Investor Stock held by such Participant to (y) the total number of shares of Investor Stock held by all the Participants (in each case, calculated on a pro rata basis among Salable Shares and Co-Sale Sharesan as converted to Common Stock basis). 3.6 On consummation (iv) The exercise or non-exercise of the sale rights of the Offered Shares and Co-Sale SharesParticipants hereunder to participate in one or more sales of Founder Stock made by the Founder shall not adversely affect their rights to participate in subsequent sales of Founder Stock subject to this Section 3. (v) In the event the Founder has not sold the Founder Stock subject to the aforementioned provisions within the time period specified in Section 3(d)(ii), the Offeror Founder shall transfer not thereafter sell any Founder Stock subject to the purchaser the stock certificate or certificates that the Investor has delivered provisions of this Agreement without again being subject to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion rights of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such InvestorStockholders as here prescribed.

Co-Sale Right. 3.1 An Offeror may not sell any of To the Offered Shares until each of extent the Investors shall have been given the right (a “ROFR and Co-Sale Right”)Right Holders have not exercised their right of first refusal with respect to all the Offered Shares, then each ROFR and Co-Sale Right Holder that has not exercised its right of first refusal provided in Section 4.3 above shall have the right, exercisable by Notice delivered upon delivery of a written notice to the Selling Shareholder, with a copy to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company each other ROFR and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares Right Holder (the “Co-Sale SharesNotice”). 3.2 Any Investor who fails to notify the Company and Offeror , within twenty fifteen (2015) days after the Sale Notice receipt of the exercise of First Refusal Expiration Notice (the Investor’s “Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling InvestorPeriod”), to participate in the Offeror shall not sell to such prospective purchaser or purchasers any sale of the remaining Offered Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for at the same consideration price and on subject to the same terms and conditions as the proposed transfer described set forth in the Sale Transfer Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a . The Co-Sale Right, deliver Notice shall set forth the number of Company securities (calculated on a fully-diluted and as-converted basis) that such participating ROFR and Co-Sale Right Holder wishes to the Offeror for transfer to the prospective purchaser include in such sale or purchasers one or more certificates, properly endorsed for transfer, evidencing which amount shall not exceed the Co-Sale Shares, Series A-1 Shares convertible into Pro Rata Portion (as defined below) of such ROFR and Co-Sale Shares Right Holder. To the extent one or any combination more of the two (and, if ROFR and Co-Sale Right Holders exercise such right of participation in accordance with the Offered Shares included Series A Sharesterms and conditions set forth below, the number of Series A Offered Shares comprising Co-Sale Shares). If a prospective purchaser objects to that the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares Shareholder may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified sell in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 transaction shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such salecorrespondingly reduced. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a ROFR and Co-Selling InvestorSale Right Holder does not participate in the sale to the full extent of its Co-Sale Pro Rata Portion, the Offeror shall not sell any Offered Shares to Selling Shareholder and the prospective purchaser unlessparticipating ROFR and Co-Sale Right Holders shall, simultaneously with such sale, within ten (10) days after the Offeror purchases expiration of the Co-Sale Right Period, make such adjustments to the Co-Sale Pro Rata Portion of each participating ROFR and Co-Sale Right Holder so that any remaining Offered Shares from such Investor.may be allocated to other participating ROFR and Co-Sale Right Holders on a pro rata basis. The co-sale right of each ROFR and Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. 3.1 An Offeror may not sell If the Ordinary Investor or any of the Offered Shares until each Management Shareholders (the “Selling Shareholder”) proposes to sell, transfer, assign, exchange or otherwise convey or dispose of all or a portion of the Investors shares of Capital Stock of the Company, or rights to acquire shares of Capital Stock of the Company, held by such Selling Shareholder (excluding any Series A Preference Shares held by such Selling Shareholder), then the Selling Shareholder shall have been given promptly give written notice (the right (a “Co-Sale RightNotice”), exercisable by Notice delivered ) to each of the holders of Series A Preference Shares and the Series B Preference Shares at least fifteen (15) Business Days prior to the Company and the Offeror within twenty (20) days from the date closing of the Company Notice, to sell to such sale. The Co-Sale Notice shall describe in reasonable detail the proposed purchaser or purchasers (sale including, as applicablewithout limitation, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares be sold or transferred (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with nature of such sale, the Offeror purchases consideration to be paid, and the name and address of each prospective purchaser or transferee. Each holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, shall have the right, exercisable upon written notice to the Selling Shareholder within ten (10) Business Days after receipt of the Co-Sale Notice, to participate in such sale of Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions conditions. To the extent one (1) or more of the holders of the Series A Preference Shares and/or one (1) or more of the holders of the Series B Preference Shares, as the proposed transfer described in case may be, exercises such right of co-sale (the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a “Co-Sale Right”) in accordance with the terms and conditions set forth below, deliver the number of Co-Sale Shares that the Selling Shareholder may sell in the relevant transaction shall be correspondingly reduced. The Co-Sale Right of each holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, shall be subject to the Offeror for transfer following terms and conditions: (i) Each holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, may sell all or any part of that number of the Series A Preference Shares and/or Series B Preference Shares held by such holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, that is equal to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing product obtained by multiplying: (A) in the event that the Co-Sale Shares are Ordinary Shares, Series A-1 Shares convertible into (x) the aggregate number of shares of Co-Sale Shares set forth in the Co-Sale Notice by (y) a fraction, the numerator of which is the number of Ordinary Shares held by or any combination that would be received upon conversion of the two (and, if the Offered Shares included Series A Preference Shares and/or Series B Preference Shares, as the case may be, owned by such Investor at the time of the sale and the denominator of which is the aggregate number of Ordinary Shares held by or that would be received by the Selling Shareholder and all Investors which are exercising their Co-Sale Rights at such time; and (B) in the event that the Co-Sale Shares are Series A Preference Shares or Series B Preference Shares, (a) the aggregate number of Series A Preference Shares and/or Series B Preference Shares, as the case may be, set forth in the Co-Sale Notice by (b) a fraction, the numerator of which is the number of Series A Preference Shares comprising and/or Series B Preference Shares, as the case may be, owned by such Investor at the time of the sale and the denominator which is the aggregate number of Series A Preference Shares and/or Series B Preference Shares, as the case may be, held by the Selling Shareholder and all Investors which are exercising their Co-Sale Rights at such time. (ii) Each holder of Series A Preference Shares and/or Series B Preference Shares), as the case may be, shall effect its participation in the sale by promptly delivering to the Secretary of the Company a written notice requesting the Secretary to revise the share ledger to represent the proposed sale of Shares to the prospective purchaser upon the closing of the proposed sale. If a Such notice shall include the following information: (A) The type and number of shares of Capital Stock of the Company which such holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, elects to sell; provided, that if the prospective purchaser objects to the delivery of preferred stock Series A Preference Shares or Series B Preference Shares in lieu of Common StockOrdinary Shares, any Co-Selling Investor such holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, shall convert such Series A Preference Shares and/or Series B Preference Shares, as the Series A-1 case may be, into Ordinary Shares into Common Stock and deliver Common Stock that number of Ordinary Shares as provided abovecalculated in Section 6.1(i)(A). The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the purchaser; and (B) The name and address of the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investorpurchaser.

Co-Sale Right. 3.1 An Offeror may not sell any (a) Upon receipt of a Seller’s Notice, SeaChange shall have the right, exercisable upon written notice to the Selling Shareholder within fifteen (15) days after receipt of the Offered Shares until each of the Investors shall have been given the right (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date of the Company Seller’s Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon participate in such sale of Stock on the same terms and conditions. To the extent SeaChange exercises such right of participation in accordance with the terms and conditions offered by set forth below, the Offeror, a number of shares up of Stock that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. SeaChange’s co-sale right shall be subject to the Investorfollowing terms and conditions: (i) SeaChange may sell all or any part of that number of Shares held by SeaChange that is equal to the product obtained by multiplying (x) the aggregate number of Shares covered by the Seller’s Co-Sale Pro Rata Share Notice by (y) a fraction, the numerator of which is the number of Shares owned by SeaChange at the time of the Offered Shares (sale or transfer and the “Co-Sale Shares”)denominator of which is the combined number of shares of Common Stock of the Company at the time owned by SeaChange and all Selling Shareholders. 3.2 Any Investor who fails (ii) SeaChange shall effect its participation in the sale by promptly delivering to notify the Company Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and Offeror within twenty number of Shares which SeaChange elects to sell. (20iii) days after For purposes of determining the Sale Notice number of Shares which may be sold pursuant to this Section 4, all Shares convertible into or exercisable for Common Stock shall be deemed to have been converted or exercised. (b) The stock certificate or certificates that SeaChange delivers to the Selling Shareholder pursuant to paragraph 4(a) shall be transferred to the prospective purchaser in consummation of the exercise sale of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect Stock pursuant to the Offered Shares. 3.3 If any Investor has made a timely exercise terms and conditions specified in the Seller’s Notice, and the Selling Shareholder shall concurrently therewith remit to SeaChange that portion of a Co-Sale Right, the sale proceeds to which SeaChange is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”)SeaChange hereunder, the Offeror Selling Shareholder shall not sell to such prospective purchaser or purchasers any Shares Stock unless and until, simultaneously with such sale, the Offeror purchases Selling Shareholder shall purchase such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling InvestorSeaChange. (c) To the extent SeaChange does not elect to participate in the sale of Stock subject to the Seller’s Notice, the Offeror shall Selling Shareholder may, not sell any Offered Shares later than ninety (90) days following delivery to the prospective purchaser unlessCompany and SeaChange of the Seller’s Notice, simultaneously with conclude a transfer of the Stock covered by the Seller’s Notice as provided in Section 3(b). (d) Notwithstanding the foregoing, any attempt by a Shareholder to transfer Stock in violation of Section 3 or 4 hereof shall be void and the Company agrees it will not effect such sale, a transfer nor will it treat any alleged transferee as the Offeror purchases Shareholder of such shares without the Co-Sale Shares from such Investorwritten consent of SeaChange.

Co-Sale Right. 3.1 An Offeror may (a) If the Non-Transferor shall not sell any have fully exercised its right under a Right of First Refusal Exercise Notice, the Offered Shares until each of the Investors Non-Transferor shall have been given the right (a the “Co-Sale Right”), exercisable by Notice delivered upon written notice to the Company and the Offeror Transferor within twenty fifteen (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (2015) days after the Sale Notice expiration of the exercise Right of First Refusal Exercise Period to participate in a sale of Right of First Refusal Shares by the Investor’s Transferor. The Co-Sale Right of the Non-Transferor shall be subject to the following terms and conditions: (b) The Non-Transferor be entitled to participate in a sale of Right of First Refusal Shares by selling or who has exercised purchase rights transferring to the ROFR Proposed Transferee up to that number of Common Shares equal to the product of the Selling Percentage (as defined below) and aggregate number of Right of First Refusal Shares set forth in the Right of First Refusal Notice. The “Selling Percentage” shall be determined by dividing (i) the number of Common Shares on a Fully Diluted Basis then owned by the Non-Transferor (directly or indirectly) by (ii) the total number of Common Shares on a Fully Diluted Basis owned (directly or indirectly) by the Transferor and the Non-Transferor. (c) The Non-Transferor shall effect its participation in the sale as provided for under Section 2), shall have thereby waived Co-Sale Rights with respect 2.6(b) by promptly delivering to the Offered Transferor for Transfer to the ROFR Proposed Transferee one or more share certificates, properly endorsed for Transfer, which represent the number of Common Shares determined pursuant to Section 2.6(b) against payment in cash or immediately available funds for the purchase price of such Common Shares, subject to any Governmental Requirement. 3.3 (d) If any Investor has made a timely exercise of a Co-Sale Right, ROFR Proposed Transferee shall object to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses Transfer by the Non-Transferor of its Common Shares pursuant to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”)this Section 2.6, the Offeror Transferor shall not sell Transfer to such prospective purchaser or purchasers ROFR Proposed Transferee any Right of First Refusal Shares unless and until, simultaneously with such saleTransfer, the Offeror purchases such CoTransferor shall have purchased from the Non-Sale Shares from such Co-Selling Investor Transferor for the same consideration and on the same terms and conditions as the proposed transfer described Transfer set forth in the Sale Notice. 3.4 Each CoRight of First Refusal Notice such number of Common Shares that the Non-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver Transferor would have been able to Transfer to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors ROFR Proposed Transferee in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares2.6(b) but for such ROFR Proposed Transferee’s objection. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell (a) If any Seller holding more than 5% of the Offered Shares until each of the Investors shall have been given the right outstanding Common Stock (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20or equivalent) days from the date of the Company desires to Transfer Stock (other than a Permitted Transfer), then such Seller shall deliver the Notice to all of the Stockholders. Each Stockholder party hereto shall have the pro rata right, based on the total number of shares of Common Stock held by such Stockholder, exercisable upon written notice to the Seller within fifteen (15) days after receipt of the Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number participate in such Transfer of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Stock on the same terms and conditions as conditions, up to the proposed transfer described total number of shares of Stock included in the Sale Notice. 3.4 Each . To the extent Stockholders exercise such right of participation (each a "Co-Selling Investor shall, promptly after exercising Sale Stockholder") the number of shares of Stock that the Seller may sell or otherwise dispose of in the Transfer shall be correspondingly reduced so that the maximum number of shares of Stock sold or otherwise disposed of in the Transfer by the Seller or a Co-Sale RightStockholder under this Section 4.2 shall be the number found by multiplying the total number of shares included in the Notice, deliver as delivered under this Section 4.2, by a fraction the numerator of which is the total number of shares owned by the Seller or such Co-Sale Stockholder, as the case may be (on a fully diluted basis) and the denominator of which is the total number of shares owned by the Seller and all Co-Sale Stockholders exercising such rights in the aggregate (on a fully diluted basis). Each Co-Sale Stockholder shall effect its participation in the Transfer by promptly delivering to the Offeror Seller for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing that represent the number of shares of Stock which such Co-Sale Stockholder elects to sell. The Seller will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Co-Sale Shares, Series A-1 Shares convertible into Stockholders in the contemplated Transfer and will not Transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of the Co-Sale Shares Stockholders, or any combination refuses to become a party to this Agreement as a Stockholder. (b) The co-sale right established by this Section 4.2 shall terminate upon the effective date of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects registration statement pertaining to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided aboveCompany's Initial Public Offering. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all rights of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made Sponsors pursuant to this Section 3.5 4.2 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation terminate upon the assignment to each Sponsor of substantially similar rights pursuant to the Investor Rights Agreement upon the distribution of all of the sale shares of Stock held by the Offered Shares and Co-Sale Shares, the Offeror shall transfer LLC to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investormembers.

Co-Sale Right. 3.1 An Offeror may (a) Subject to the limitations of this Section 8, to the extent that the Corporation and the Non-Transferring Holders do not sell exercise their respective Rights of First Refusal with respect to all or any part of the Offered offered Shares until each pursuant to Section 7 hereof, then to the extent that the Section 7 Selling Holder is a person or entity listed on Schedule 2 attached hereto (a “Section 8 Seller”), such Section 8 Seller shall deliver an additional notice (the “Co-Sale Notice”) upon expiration of the Investors shall have been given 30 day period following delivery of the right Subsequent Offer Notice to each holder of Preferred Stock who has not exercised its Right of First Refusal pursuant to Section 7 (a “Co-Sale RightPreferred Stock Holder”) setting forth the number of Shares which are not being purchased by the Corporation and the Non-Transferring Holders pursuant to their respective Rights of First Refusal (“Residual Shares”), exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s each Co-Sale Preferred Stock Holder shall have the right to sell up to its Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty Share (20as defined below) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Residual Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described specified in the Sale Section 7 Offer Notice. 3.4 Each Co-Selling Investor shall. To exercise its rights hereunder, promptly after exercising a each Co-Sale RightPreferred Stock Holder (a “Selling Preferred Stock Holder”) must have provided a written notice to the Section 8 Seller within ten (10) days after delivery of the Co-Sale Notice, indicating the number of shares it holds that it wishes to sell pursuant to this Section 8(a). (b) A Selling Preferred Stock Holder’s “Pro Rata Co-Sale Share” shall be equal to that number of Residual Shares equal to the product obtained by multiplying (x) the number of Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of Shares (calculated on an as-converted to Common Stock basis) held on the date of the Section 7 Offer Notice by such Selling Preferred Stock Holder and (ii) the denominator of which shall be the sum of (A) the number of Shares (calculated on an as-converted to Common Stock basis) held on the date of the Section 7 Offer Notice by all Selling Preferred Stock Holders participating in such sale and (B) the total number of Shares held by the Section 8 Seller on the date of the Section 7 Offer Notice by such Section 8 Seller. (c) Within fifteen (15) days after the delivery of the Co-Sale Notice, the Section 8 Seller will give written notice to the Corporation and each Selling Preferred Stock Holder specifying the number of Residual Shares to be sold by each Selling Preferred Stock Holder exercising its Right of Co-Sale (the “Co-Sale Confirmation Notice”). (d) Subject to compliance with applicable state and federal securities laws, the sale of the Residual Shares by the Selling Preferred Stock Holders shall occur within ten (10) days after delivery of the Co-Sale Confirmation Notice (the “Co-Sale Closing”). If a Selling Preferred Stock Holder exercised the Right of Co-Sale in accordance with this Section 8, then such Selling Preferred Stock Holder shall deliver to the Offeror for transfer to Section 8 Seller at or before the prospective purchaser or purchasers Co-Sale Closing one or more certificates, properly endorsed for transferTransfer, evidencing representing the number of Residual Shares to which the Selling Preferred Stock Holder is entitled to sell pursuant to this Section 8 (or that number of shares of Preferred Stock which is at such time convertible into such number of Residual Shares). At the Co-Sale SharesClosing, Series A-1 Shares convertible into the Section 8 Seller shall cause such certificates or other instruments to be Transferred and delivered to the Transferee pursuant to the terms and conditions specified in the Section 7 Offer Notice, and the Section 8 Seller will remit, or will cause to be remitted, to each Selling Preferred Stock Holder, at the Co-Sale Shares or any combination of the two (andClosing, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds of the Transfer to which such Investor each Selling Preferred Stock Holder is entitled by reason of its each Selling Preferred Stock Holder’s participation in such sale. To Transfer pursuant to the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Right of Co-Selling Investor, Sale. (e) If any of the Offeror shall not sell any Offered Shares to that were the prospective purchaser unless, simultaneously with such sale, subject of the Offeror purchases Section 7 Offer Notice remain available after the exercise of all Rights of First Refusal and all Rights of Co-Sale under Sections 7 and 8 hereof, then the Section 8 Seller shall be free to Transfer, any such remaining shares to the proposed Transferee on the terms set forth in the Section 7 Offer Notice; provided, however, that if such Shares from are not so Transferred during the seventy five (75) day period following the deemed delivery of the Section 7 Offer Notice, then the Section 8 Seller may not Transfer any of such Investorremaining Shares without complying again in full with the provisions of this Agreement. (f) The provisions of this Section 8 shall not apply to and shall be subordinate to any Transfer or exercise of rights contemplated by Section 7. The provisions of this Section 8 shall not apply to any Transfer permitted by Section 6(a). In the event of any transfer pursuant to this Section 8, the transferee of the Shares shall hold the Shares so acquired with all the rights conferred by, and subject to, all the restrictions imposed by this Agreement.

Co-Sale Right. 3.1 An Offeror may not Notwithstanding anything to the contrary herein, if the Disposing Shareholder shall sell any of the Offered Shares subject to the Disposition Notice to the Bona Fide Purchaser, the Disposing Shareholder shall notify in writing (the “Outside Sale Notice”) each Offeree that declines or is deemed pursuant to Section 4.2(a) to have waived its Right of First Refusal (collectively, the “Non-Electing Offerees”), and no such sale shall be made unless and until each of Non-Electing Offeree (the Investors “Eligible Co-Sale Shareholder”) shall have been given afforded the right (a “Co-Sale Right”), exercisable by Notice delivered upon written notice to the Company and the Offeror Disposing Shareholder within twenty (20) days from the date after receipt of the Company Outside Sale Notice, to sell to participate in the proposed purchaser or purchasers (including, as applicable, sale of Shares at the Company same time and any Electing Investors), upon on the same terms and conditions offered by under which the Offeror, a number of shares up Disposing Shareholder will sell the Offered Shares to the Investor’s Bona Fide Purchaser. Each such Eligible Co-Sale Pro Rata Share Shareholder may sell all or any part of the Offered that number of Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s held by such Eligible Co-Sale Right Shareholder equal to the product obtained by multiplying (or who has exercised purchase rights under Section 2)x) the aggregate number of Offered Shares covered by the relevant Disposition Notice(s) by (y) a fraction the numerator of which is the number of Shares (on an as converted, shall have thereby waived fully-diluted basis) at the time owned by such Eligible Co-Sale Rights with respect to Shareholder and the Offered Shares. 3.3 If any Investor has made a timely exercise denominator of a which is the sum of the aggregate number of Shares (on an as converted, fully-diluted basis) owned by all Eligible Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor Shareholders exercising its rights of their co-sale hereunder rights under this Section 4.3 (a the “Co-Selling InvestorSale Shareholders”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless ) and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (on an as reduced converted, fully-diluted basis) then owned by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such saleDisposing Shareholder. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shareholders participate in the subject sale of Offered Shares hereunder, the Disposing Shareholder shall be required to proportionately reduce the number of its Shares included in the Offered Shares. No Transfer of the Offered Shares shall be made on terms and conditions, including the form of consideration, different from such Investorthose contained in the Disposition Notice unless the Disposing Shareholder re-offers the Offered Shares subject to the Disposition Notice to the Shareholders in accordance with this Section 4.3.

Co-Sale Right. 3.1 An Offeror may not sell (a) If any Seller holding more than 5% of the Offered Shares until each of the Investors shall have been given the right outstanding Common Stock (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20or equivalent) days from the date of the Company desires to Transfer Stock (other than a Permitted Transfer), then such Seller shall deliver the Notice to all of the Stockholders. Each Stockholder shall have the pro rata right, based on the total number of shares of Common Stock held by such Stockholder, exercisable upon written notice to the Seller within fifteen (15) days after receipt of the Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number participate in such Transfer of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Stock on the same terms and conditions as conditions, up to the proposed transfer described total number of shares of Stock included in the Sale Notice. 3.4 Each . To the extent Stockholders exercise such right of participation (each a "Co-Selling Investor shall, promptly after exercising Sale Stockholder") the number of shares of Stock that the Seller may sell or otherwise dispose of in the Transfer shall be correspondingly reduced so that the maximum number of shares of Stock sold or otherwise disposed of in the Transfer by the Seller or a Co-Sale RightStockholder under this Section 3.3 shall be the number found by multiplying the total number of shares included in the Notice, deliver as delivered under this Section 3.3, by a fraction the numerator of which is the total number of shares owned by the Seller or such Co-Sale Stockholder, as the case may be (on a fully diluted basis) and the denominator of which is the total number of shares owned by the Seller and all Co-Sale Stockholders exercising such rights in the aggregate (on a fully diluted basis). Each Co-Sale Stockholder shall effect its participation in the Transfer by promptly delivering to the Offeror Seller for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing that represent the number of shares of Stock which such Co-Sale Stockholder elects to sell. The Seller will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified Stockholders in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does contemplated Transfer and will not enter into an agreement for the sale of Transfer any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares Stock to the prospective purchaser unless, simultaneously with transferee(s) if such sale, transferee(s) refuses to allow the Offeror purchases participation of the Co-Sale Shares from such InvestorStockholders, or refuses to become a party to this Agreement as a Stockholder. (b) The co-sale right established by this Section 3.3 shall terminate upon the effective date of the registration statement pertaining to the Company's Initial Public Offering. In addition, notwithstanding anything in Section 3.3(a) to the contrary, no Employee Stockholder shall have any rights under Section 3.3 with respect to any sale or transfer by DI.

Co-Sale Right. 3.1 An Offeror may not sell (a) If, prior to the third anniversary of a Qualified Public Offering, any of the Offered Shares until each of the Investors shall have been given the right Management Shareholder (a “Co-Sale RightSelling Management Shareholder”), exercisable by Notice delivered subject to the terms and conditions of this Agreement including Section 2.1(e), proposes to transfer (a “Proposed Management Shareholder Transfer”) any Common Shares (the “Management Shareholder Shares”), then the Selling Management Shareholder shall promptly give written notice (the “Notice”) to the Company and the Offeror Co-Sale Holders (as defined below) describing in reasonable detail the Proposed Management Shareholder Transfer including, without limitation, the number of Management Shareholder Shares, the nature of such sale or transfer, the consideration to be paid, and the name and the address of each prospective purchaser or transferee, which shall be accompanied by a copy of the documentation (whether in draft form or otherwise) setting forth the Proposed Management Shareholder Transfer. The Notice shall state whether or not the Proposed Management Shareholder Transfer is being made pursuant to the provisions of Section 2.3(d). The Co-Sale Holders shall have the right, exercisable upon written notice to the Selling Management Shareholder within twenty thirty (2030) days from the date after receipt of the Company Notice, to sell to participate in the proposed purchaser or purchasers (including, as applicable, the Company and sale of any Electing Investors), upon Management Shareholder Shares on the same terms and conditions offered by indicated in the OfferorNotice (or the actual terms of the Proposed Management Shareholder Transfer, a number of shares up if more favorable to the Investor’s transferor). To the extent the Co-Sale Pro Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Management Shareholder Shares that the Selling Management Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of the Co-Sale Holders shall be subject to the following terms and conditions: (i) The Co-Sale Holders may sell all or any part of their Co-Sale Pro-Rata Share of the Offered Shares Management Shareholder Shares. (the “ii) The Co-Sale Shares”). 3.2 Any Investor who fails Holders shall deliver only Common Shares to notify the purchaser. The Company agrees to effect the conversion of the Series A Preferred Shares held by Xxxx Xxxxx Xxxxx and Offeror within twenty (20) days after the Sale Notice of EI into Common Shares and the exercise of the Investor’s Xxxxxxx Warrants into Common Shares in accordance with the terms and conditions thereof, concurrent with the actual transfer of such shares to the purchaser. (iii) The Co-Sale Right (or who has exercised purchase rights under Section 2), Holders shall have thereby waived effect their participation in the sale by promptly delivering to the Selling Management Shareholder for transfer to the prospective purchaser a transfer form signed by any such participating Co-Sale Rights with respect to Holder, which indicates: (A) the Offered Shares. 3.3 If any Investor has made a timely exercise type and number of a Equity Securities which such Co-Sale RightHolder elects to sell; (B) that number of Series A Preferred Shares which is at such time convertible into the number of Common Shares that Blue Ridge China or EI elects to sell along with a notice of conversion of such number of Series A Preferred Shares; or (C) to the extent applicable to such Co-Sale Holder, any combination of the foregoing. (iv) The share certificate or certificates such Co-Sale Holder delivers to the Selling Management Shareholder pursuant to paragraph 2.3(a)(iii) shall be transferred to the prospective purchaser upon consummation of the sale of the Management Shareholder Shares pursuant to the terms and conditions specified in the Notice (or the actual terms of the Proposed Management Shareholder Transfer, if more favorable to the transferor), and the Selling Management Shareholder shall concurrently therewith remit to such Co-Sale Holder that portion of the sale proceeds to which such Co-Sale Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor such Co-Sale Holder exercising its rights of co-sale hereunder (a “Co-Selling Investor”)hereunder, the Offeror Selling Management Shareholder shall not sell to such prospective purchaser or purchasers any Common Shares unless and until, simultaneously with such salesales, the Offeror purchases Selling Management Shareholder shall purchase such shares or other securities from such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale NoticeHolder. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to (v) To the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing extent none of the Co-Sale SharesHolders elect to participate in the sale of the Common Shares subject to the Notice, Series A-1 Shares convertible into the Selling Management Shareholder may, not later than ninety (90) days following delivery to Co-Sale Shares or any combination Holders of the two (andNotice, if conclude a transfer of the Offered Common Shares included Series A Shares, covered by the number of Series A Shares comprising Notice and not elected to be purchased by the Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale SharesHolders, on terms and conditions (other than the time permitted to close the purchase) no not more favorable to the Offeree transferor than those specified described in the Sale Notice. Any Proposed Management Shareholder Transfer on terms and conditions more favorable than those described in the Notice, as well as any subsequent proposed transfer of any Common Shares by the Selling Management Shareholder, shall again be subject to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the co-sale rights of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such InvestorHolders and shall require compliance by the Selling Management Shareholder with the procedures described in this Section 2.3.

Co-Sale Right. 3.1 An Offeror may not sell If the Offering Holder receives a firm offer for the purchase of any part of the Offered Shares until Available Securities within 90-days after the Release Date, the Offering Holder shall promptly provide notice (a "FIRM OFFER NOTICE") in writing to each of the Investors other Preferred Holders, describing in reasonable detail the terms of the proposed sale, Shareholders Agreement including, without limitation, the number of Available Securities to be sold or transferred, the consideration to be paid per share, and the name and address of the prospective purchaser. (1) Each Preferred Holder shall have been given the right (a “Co-Sale Right”)right, exercisable by Notice delivered delivery of written notice (a "PREFERRED CO-SALE NOTICE") to the Company Offering Holder and the Offeror Company within twenty thirty (2030) days from the date after receipt of the Company a Firm Offer Notice, to sell to participate in the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon sale of such Available Securities on the same terms and conditions offered by as specified in the OfferorFirm Offer Notice and, a number of shares accordingly, to sell up to the Investor’s a pro rata share of its Equity Securities in connection therewith. The Preferred Co-Sale Pro Rata Share Notice shall set forth the number of Equity Securities that such Preferred Holder wishes to include in such sale pursuant to the Offered exercise of its right of participation hereunder (together with any further participation amount). For purposes of this Section 7.3(b), a Preferred Holder's "pro rata share" of its Equity Securities shall mean such number of Equity Securities as is equal (on an as-converted basis) to the product of (i) the number of Available Securities described in the Firm Offer Notice (determined on an as-converted basis) and (ii) a fraction, the numerator of which is the number of Ordinary Shares then held by such Preferred Holder (determined on an as-converted basis) and the “Codenominator of which is the number of Ordinary Shares then held by all Preferred Holders (determined on an as-Sale Shares”converted basis). 3.2 Any Investor who fails (2) To the extent that any Preferred Holder (other than the Offering Holder) does not exercise its co-sale right hereunder with respect to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2)its full pro rata share, Preferred Holders participating in their full pro rata share shall have thereby waived Co-Sale Rights a right of further participation with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise sale of a Available Securities by the Offering Holder such that each participating Preferred Holder shall be entitled to include in such sale such additional shares as equals the lesser of (x) the number of Equity Shares which such Preferred Holder indicated in its Co-Sale RightNotice it would be willing to sell pursuant to the exercise of its right of further participation (determined on an as-converted basis) and (y) the product obtained by multiplying (i) the sum of the unexercised part of all Preferred Holders' pro rata share by (ii) a fraction the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by the participating Preferred Holder and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) which all Preferred Holders exercising their right of further participation seek to sell. (3) Within ten (10) days following the expiration of the 30-day period for Preferred Holders to exercise their co-sale rights hereunder, the Company shall provide a notice to the Offering Holder and each Preferred Holder indicating for each Preferred Holder the number of Ordinary Shares which such Preferred Holder will be permitted to include in the sale of Available Securities by the Offering Holder. Following receipt of such notice, each Preferred Holder exercising its right of participation hereunder (and any right of further participation) shall promptly deliver to the Offering Shareholder, for sale to the prospective purchaser, one or more certificates, properly endorsed for transfer, representing such number of Equity Securities (determined on an as-converted basis) as such Preferred Holder is entitled to include in such sale. However, if the prospective purchaser objects to the delivery of any Ordinary Share Equivalents in lieu of Ordinary Shares, such Preferred Holder shall convert such Ordinary Share Equivalents into Ordinary Shares prior to delivery thereof to the Offering Holder. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. Shareholders Agreement (4) The certificates that a participating Preferred Holder delivers to the Offering Holder pursuant to Section 7.2(b) shall be transferred to the prospective purchaser in consummation of the sale thereof pursuant to the terms and conditions specified in the Firm Offer Notice, and the Offering Holder shall concurrently therewith remit to such Preferred Holder that portion of the sale proceeds to which such Preferred Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor a Preferred Holder exercising its rights of co-sale hereunder (a “Co-Selling Investor”)right hereunder, the Offeror Offering Holder shall not sell to such prospective purchaser or purchasers any Shares Equity Securities unless and until, simultaneously with such sale, the Offeror purchases Offering Shareholder shall purchase such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from such Preferred Holder on terms and conditions substantially the same as those provided in the Transfer Notice in respect of a Co-Selling Investor, the Offeror shall not sell any Offered Shares sale to the prospective purchaser unless, simultaneously purchaser. (5) To the extent one or more of the Preferred Holders exercises its right of participation (together with such saleany right of further participation) under this Section 7.3(b), the Offeror purchases number of Available Securities that the Co-Sale Shares from such InvestorOffering Holder may sell in the transaction described by the Firm Offer Notice shall be correspondingly reduced.

Co-Sale Right. 3.1 An Offeror may not sell (a) If at any time any Stockholder (a “Selling Stockholder”) desires to Transfer all or any part of the Offered Shares until Stock owned by him or it to any Person other than any other Stockholder or the Corporation (the “Buyer”) or pursuant to a Permitted Transfer, and such Selling Stockholder has complied with the provisions of Section 2.3 hereof, such Selling Stockholder shall give notice in writing to each of the Investors shall have been given (the right (a “Co-Sale RightRemaining Investors”), exercisable by Notice delivered ) of his or its intention to proceed with the Company and the Offeror within twenty (20) days from the date of the Company Notice, transaction as permitted pursuant to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares Section 2.3 hereof (the “Co-Sale SharesOffer”). 3.2 Any . Each Remaining Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect the right to sell to the Offered Shares. 3.3 If any Investor has made Buyer, as a timely exercise of a Co-Sale Right, condition to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-by the Selling Investor”)Stockholder, the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for at the same consideration price per share and on the same terms and conditions as the proposed transfer described involved in the Sale Noticesale by such Selling Stockholder, up to a number of shares of Stock equal to the product of (i) the quotient determined by dividing the Percentage Interest of such Remaining Investor, by the aggregate Percentage Interest owned by the Selling Stockholder and all Remaining Investors electing to participate in such Transfer and (ii) the number of shares of Stock to be sold in the contemplated Transfer. For purposes of the foregoing, unless the Selling Stockholder is selling Preferred Stock or the Buyer agrees to purchase Preferred Stock from the Remaining Investors, the Remaining Investors may only sell Common Stock. Furthermore, if the Selling Stockholder is selling shares of Preferred Stock of any given series, the Remaining Investors’ co-sale rights granted pursuant hereto shall be limited to participating in the sale of only that series proposed to be sold by the Selling Stockholder. 3.4 (b) Each Co-Remaining Investor wishing to participate in any sale under this Section 2.4 shall notify the Selling Investor shall, promptly Stockholder in writing of such intention as soon as practicable after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing such Remaining Investor’s receipt of the Co-Sale SharesOffer made pursuant to Section 2.4(a), Series A-1 Shares convertible into and in any event not later than ten (10) days after the date the Co-Sale Shares Offer was made. (c) The Selling Stockholder and the participating Remaining Investors shall sell to the Buyer all, or any combination at the option of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common StockBuyer, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced Stock proposed to be sold by any exercised Co-Sale Rights, them at the “Salable Shares”), along with any Co-Sale Shares, on price and upon other terms and conditions (other than the time permitted to close the purchase) no not more favorable to the Offeree Buyer than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares Offer provided by such Selling Stockholder pursuant to Section 2.4(a) above; provided, however, that any purchase of less than all of such Stock by the Buyer shall be made from any Remaining Investor and the Selling Stockholder pro rata based upon the relative number of shares of the Stock that such Selling Stockholder and each Remaining Investor is otherwise entitled to sell pursuant to Section 2.4(a). The Selling Stockholder will not sell any shares of Stock to the Buyer if such Buyer refuses to allow the participation of the Remaining Investors. (d) In connection with any Transfer of Stock to a Buyer, the Buyer shall be required to execute such documents as the Corporation shall reasonably request agreeing to be bound by this Agreement as a “Stockholder” hereunder (and, in the case of any holder of Preferred Stock, as an “Investor” hereunder).

Co-Sale Right. 3.1 An Offeror may not sell If any Primary Stockholder (a "Selling Stockholder") proposes to Transfer all or any portion of such holder's Common Equivalents other than a Permitted Transfer, such Selling Stockholder shall give written notice thereof (the "Selling Stockholder's Notice") to each Investor Stockholder that then owns at least twenty-five percent (25%) of the Offered Shares until each of the Investors shall have been given the right (a “Co-Sale Right”), exercisable Common Equivalents purchased by Notice delivered it pursuant to the Company Purchase Agreement, determined on a Fully Diluted basis. The Selling Stockholder's Notice shall describe the Common Equivalents subject to Transfer and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered of such Transfer. Upon receipt of a Selling Stockholder's Notice, each Investor Stockholder, by giving written notice to the OfferorSelling Stockholder of its election to participate not later than ten business days following receipt of the Selling Stockholder's Notice, may participate in such Transfer by including therein a number of shares up its Common Equivalents equal to the Investor’s Co-Sale Pro Rata Share product of (i) the Offered Shares number of Common Equivalents (based on the “Co-Sale Shares”). 3.2 Any Investor who fails number shares of Common Stock, determined on a Fully Diluted basis, represented thereby) to notify be Transferred by the Company and Offeror within twenty Selling Stockholder in connection with such Transfer, multiplied by (20ii) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”)fraction, the Offeror shall not sell numerator of which is the number of shares of Common Stock, determined on a Fully Diluted basis, then owned by such Investor Stockholder immediately prior to giving effect to such prospective purchaser or purchasers any Shares unless Transfer and untilthe denominator of which is the aggregate number of shares of Common Stock, simultaneously with determined on a Fully Diluted basis, then owned by the Primary Stockholders and the Investor Stockholders immediately prior to giving effect to such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Transfer. Such Transfer shall be made on the same terms and conditions as the proposed transfer described in the Sale Selling Stockholder's Notice. 3.4 Each Co-Selling Investor shall; provided, promptly after exercising a Co-Sale Righthowever, deliver to the Offeror sale price for transfer to the prospective purchaser Common Equivalents included in such sale shall be determined net of any applicable exercise or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination conversion price. The number of the two Common Equivalents (and, if the Offered Shares included Series A Shares, based on the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu shares of Common Stock, any Co-Stock represented thereby) to be Transferred by the Selling Investor Stockholder in connection with such Transfer shall convert be reduced by a number of Common Equivalents (based on the Series A-1 Shares into number of shares of Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with represented thereby) Transferred by the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made Investor Stockholders pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares3. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell any of To the Offered Shares until each of extent the Investors shall have been given the right (a “ROFR and Co-Sale Right”)Right Holders have not exercised their right of first refusal with respect to all the Offered Shares, then each ROFR and Co-Sale Right Holder that has not exercised its right of first refusal provided in Section 6.3 above shall have the right, exercisable by Notice delivered upon written notice to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicableSelling Shareholder, the Company and any Electing Investors), upon the same terms each other ROFR and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares Right Holder (the “Co-Sale SharesNotice”). 3.2 Any Investor who fails to notify the Company and Offeror ) within twenty fifteen (2015) days after the Sale Notice receipt of the exercise of First Refusal Expiration Notice (the Investor’s “Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling InvestorPeriod”), to participate in such sale of the Offeror shall not sell to such prospective purchaser or purchasers any Offered Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for at the same consideration price and on subject to the same terms and conditions as the proposed transfer described set forth in the Sale Transfer Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a . The Co-Sale Right, deliver Notice shall set forth the number of Company securities (on an as-converted to the Offeror for transfer Ordinary Shares basis) that such participating ROFR and Co-Sale Right Holder wishes to the prospective purchaser include in such sale or purchasers one or more certificates, properly endorsed for transfer, evidencing which amount shall not exceed the Co-Sale Shares, Series A-1 Shares convertible into Pro Rata Portion (as defined below) of such ROFR and Co-Sale Shares Right Holder. To the extent one or any combination more of the two (and, if ROFR and Co-Sale Right Holders exercise such right of participation in accordance with the Offered Shares included Series A Sharesterms and conditions set forth below, the number of Series A Offered Shares comprising Co-Sale Shares). If a prospective purchaser objects to that the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares Shareholder may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified sell in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 transaction shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such salecorrespondingly reduced. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a ROFR and Co-Selling InvestorSale Right Holder does not participate in the sale to the full extent of its Co-Sale Pro Rata Portion, the Offeror shall not sell any Offered Shares to Selling Shareholder and the prospective purchaser unlessparticipating ROFR and Co-Sale Right Holders shall, simultaneously with such sale, within ten (10) days after the Offeror purchases end of the Co-Sale Right Period, make such adjustments to the Co-Sale Pro Rata Portion of each participating ROFR and Co-Sale Right Holder so that any remaining Offered Shares from such Investor.may be allocated to other participating ROFR and Co-Sale Right Holders on a pro rata basis. The co-sale right of each ROFR and Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. 3.1 An Offeror may not sell a. If any stockholder or stockholders of the Offered Shares until each Company (the “Selling Stockholder(s)”) wishes to sell, to a single buyer or to one or more buyers, as part of a single transaction or series of connected transactions, shares of Common Stock of the Investors Company representing (in aggregate) 50 percent or more of the Company’s voting power (or which would otherwise result in a change of control of the Company), the Selling Stockholder(s) may only sell (and the Company shall, within its powers to do so, ensure that such Selling Stockholder(s) shall have been given only sell) such number of shares of Common Stock subject to and in accordance with this Section 8(e). b. The Selling Stockholder(s) shall give to the right Subscriber not less than 30 calendar days’ notice in advance of the proposed sale (a “Co-Sale RightNotice”), exercisable by . The Co-Sale Notice delivered to shall specify: (A) the Company and the Offeror within twenty (20) days from the date identity of the Company proposed purchaser (the “Buyer”); (B) the price per security which the Buyer is proposing to pay; (C) the manner in which the consideration is to be paid; (D) the number of and class of securities which each Selling Stockholder proposes to sell; and (E) the address where the counter-notice should be sent. The Subscriber shall be entitled within 20 calendar days after receipt of the Co-Sale Notice, to notify the Selling Stockholder that it wishes to sell that number of its Securities equal to the proposed purchaser or purchasers product obtained by multiplying (including, as applicable, x) the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a aggregate number of shares up of Common Stock proposed to be sold by the Investor’s Co-Sale Pro Rata Share Selling Stockholder(s) by (y) a fraction, the numerator of which is the Offered Shares (number of Securities at the “Co-Sale Shares”). 3.2 Any Investor who fails to notify time owned by the Company Subscriber and Offeror within twenty (20the denominator of which is the aggregate number of shares of Common Stock at the time owned by the Selling Stockholder(s) days after and the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale RightSubscriber, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Buyer on the same terms and conditions as the proposed transfer described set out in the Co-Sale Notice, by sending a counter-notice which shall specify the number of Securities which the Subscriber wishes to sell, and the number of shares of Common Stock to be sold by the Selling Stockholder(s) shall be reduced accordingly. c. If the Subscriber does not send a counter-notice within such 20 calendar Day period it shall be deemed to have specified that it wishes to sell no Securities. d. The Company shall use its best efforts to ensure that no sale by any Selling Stockholder shall be made pursuant to any Co-Sale Notice more than three months after service of that Co-Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver e. If the Subscriber is not afforded the right to act upon or participate in the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing transaction contemplated by the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors Notice in accordance with Sections 2 and 3. Any partial sale the provisions of Shares made pursuant to this Section 3.5 8(e), or, having given notice of its wish to participate in such transaction the Subscriber’s Securities are not acquired simultaneously with, and on the same terms as, the Selling Stockholder(s)’ securities, the Selling Stockholder(s) may not complete (and the Company shall use its best efforts to ensure that they shall not complete) such transaction and the Board shall be allocated on a pro rata basis among Salable Shares bound to refuse to register (and Co-Sale Sharesthe Company shall procure that the Board does refuse to register) any transfer of securities intended to carry such transaction into effect. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Sharesf. In this Section 8(f), the Offeror shall transfer references to the purchaser singular shall include the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investorplural and vice versa.

Co-Sale Right. 3.1 An Offeror may not sell (a) If any Shareholder or group of Shareholders (the “Selling Shareholder(s)”), in one or a series of related transactions, proposes to sell, transfer, assign, exchange or otherwise convey or dispose of all or a portion of the Offered Shares until each of the Investors Company, or rights to acquire Shares of the Company, to a Person and/or its Affiliates which would result in such Person and/or its Affiliates, collectively, holding a majority of all of the aggregate outstanding Ordinary Class Shares outstanding at such time, calculated on an as-converted basis (collectively, the “Outstanding Shares”), then the Selling Shareholder(s) shall have been given promptly give written notice (the right (a “Co-Sale RightNotice”), exercisable by Notice delivered ) to each of the other Shareholders at least fifteen Business Days prior to the Company and the Offeror within twenty (20) days from the date closing of the Company Notice, to sell to such sale. The Co-Sale Notice shall describe in reasonable detail the proposed purchaser or purchasers (sale including, as applicablewithout limitation, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares be sold or transferred (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with nature of such sale, the Offeror purchases consideration to be paid, and the name and address of each prospective purchaser or transferee. Each other Shareholder shall have the right, exercisable upon written notice to the Selling Shareholder(s) within ten Business Days after receipt of the Co-Sale Notice, to participate in such sale of Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as conditions, including to sell at the proposed transfer described in same price per share. To the Sale Notice. 3.4 Each Coextent one or more of the other Shareholders exercises such right of co-Selling Investor shall, promptly after exercising a sale (the “Co-Sale Right”) in accordance with the terms and conditions set forth below, deliver the number of Co-Sale Shares that the Selling Shareholder(s) may sell in the relevant transaction shall be correspondingly reduced. The Co-Sale Right of each Shareholder shall be subject to the Offeror for transfer following terms and conditions: (a) Each Shareholder may sell all or any part of that number of the Ordinary Class Shares, Series A Preference Shares and/or Series B Preference Shares, as the case may be, held by such Shareholder that is equal to the product obtained by multiplying the aggregate number of shares of Co-Sale Shares set forth in the Co-Sale Notice by (y) a fraction, the numerator of which is the aggregate number of Ordinary Class Shares held by such Shareholder at the time of the sale and the denominator of which is the aggregate number of Ordinary Class Shares held by the Selling Shareholder(s) and all other Shareholders which are exercising their Co-Sale Rights at such time. (b) For purposes of determining any calculations under this Section 9, the number of Ordinary Class Shares held by any Shareholder or Shareholders, including the Selling Shareholder(s), shall be calculated on an as-converted basis (e.g., taking into account the sum of the number of Ordinary Class Shares held by such Shareholder at such time plus the number of Ordinary Class Shares that would be held by such Shareholder upon conversion of such Shareholders’ Series A Preference Shares and/or Series B Preference Shares, as applicable). (c) Each Shareholder shall effect its participation in the sale by promptly delivering to the Secretary of the Company a written notice requesting the Secretary to revise the share ledger to represent the proposed sale of shares to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing upon the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination closing of the two (andproposed sale. Such notice shall include the type and number of shares of Outstanding Shares of the Company which such Shareholder elects to sell; provided, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Series A Preference Shares or Series B Preference Shares in lieu of Common StockOrdinary Class Shares, any Co-Selling Investor such holder of Series A Preference Shares and/or Series B Preference Shares, as the case may be, shall convert such Series A Preference Shares and/or Series B Preference Shares, as the Series A-1 case may be, into Ordinary Shares into Common Stock and deliver Common Stock that number of Ordinary Shares as calculated as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered . (d) Upon receipt of notice from the Company that the transfer of such shares in the stock ledger has occurred, the Selling Shareholder(s) shall concurrently therewith assign to exercise a each such other Shareholder who shall have properly effected its Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor Rights hereunder that portion of the sale proceeds to which such Investor Shareholder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment of proceeds or otherwise refuse to purchase shares or other securities from a Shareholder exercising its Co-Selling InvestorSale Rights, the Offeror Selling Shareholder(s) shall not sell any Offered Shares to the such prospective purchaser unlessor purchasers any shares of Outstanding Shares of the Company unless and until, simultaneously with such sale, the Offeror purchases Selling Shareholder(s) shall purchase such shares of Outstanding Shares of the Co-Sale Shares Company from such Investorother Shareholder or Shareholders, as the case may be.

Co-Sale Right. 3.1 An Offeror may (a) Subject to the limitations of this Section 8, to the extent that the Corporation and the Non-Transferring Holders do not sell exercise their respective Rights of First Refusal with respect to all or any part of the Offered offered Shares until each pursuant to Section 7 hereof, then to the extent that the Section 7 Selling Holder is a person or entity listed on Schedule 2 attached hereto (a “Section 8 Seller”), such Section 8 Seller shall deliver an additional notice (the “Co-Sale Notice”) upon expiration of the Investors shall have been given 30 day period following delivery of the right Subsequent Offer Notice to each Series A Preferred Stock Holder who has not exercised its Right of First Refusal pursuant to Section 7 (a “Co-Sale RightPreferred Stock Holder”) setting forth the number of Shares which are not being purchased by the Corporation and the Non-Transferring Holders pursuant to their respective Rights of First Refusal (“Residual Shares”), exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s each Co-Sale Preferred Stock Holder shall have the right to sell up to its Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty Share (20as defined below) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Residual Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described specified in the Sale Section 7 Offer Notice. 3.4 Each Co-Selling Investor shall. To exercise its rights hereunder, promptly after exercising a each Co-Sale RightPreferred Stock Holder (a “Selling Preferred Stock Holder”) must have provided a written notice to the Section 8 Seller within ten (10) days after delivery of the Co-Sale Notice, indicating the number of shares it holds that it wishes to sell pursuant to this Section 8(a). (b) A Selling Preferred Stock Holder’s “Pro Rata Co-Sale Share” shall be equal to that number of Residual Shares equal to the product obtained by multiplying (x) the number of Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of Shares (calculated on an as-converted to Common Stock basis) held on the date of the Section 7 Offer Notice by such Selling Series A Holder and (ii) the denominator of which shall be the sum of (A) the number of Shares (calculated on an as-converted to Common Stock basis) held on the date of the Section 7 Offer Notice by all Selling Preferred Stock Holders participating in such sale and (B) the total number of Shares held by the Section 8 Seller on the date of the Section 7 Offer Notice by such Section 8 Seller. (c) Within fifteen (15) days after the delivery of the Co-Sale Notice, the Section 8 Seller will give written notice to the Corporation and each Selling Preferred Stock Holder specifying the number of Residual Shares to be sold by each Selling Preferred Stock Holder exercising its Right of Co-Sale (the “Co-Sale Confirmation Notice”). (d) Subject to compliance with applicable state and federal securities laws, the sale of the Residual Shares by the Selling Preferred Stock Holders shall occur within ten (10) days after delivery of the Co-Sale Confirmation Notice (the “Co-Sale Closing”). If a Selling Preferred Stock Holder exercised the Right of Co-Sale in accordance with this Section 8, then such Selling Preferred Stock Holder shall deliver to the Offeror for transfer to Section 8 Seller at or before the prospective purchaser or purchasers Co-Sale Closing one or more certificates, properly endorsed for transferTransfer, evidencing representing the number of Residual Shares to which the Selling Preferred Stock Holder is entitled to sell pursuant to this Section 8 (or that number of shares of Preferred Stock which is at such time convertible into such number of Residual Shares). At the Co-Sale SharesClosing, Series A-1 Shares convertible into the Section 8 Seller shall cause such certificates or other instruments to be Transferred and delivered to the Transferee pursuant to the terms and conditions specified in the Section 7 Offer Notice, and the Section 8 Seller will remit, or will cause to be remitted, to each Selling Preferred Stock Holder, at the Co-Sale Shares or any combination of the two (andClosing, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds of the Transfer to which such Investor each Selling Preferred Stock Holder is entitled by reason of its each Selling Preferred Stock Holder’s participation in such sale. To Transfer pursuant to the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Right of Co-Selling Investor, Sale. (e) If any of the Offeror shall not sell any Offered Shares to that were the prospective purchaser unless, simultaneously with such sale, subject of the Offeror purchases Section 7 Offer Notice remain available after the exercise of all Rights of First Refusal and all Rights of Co-Sale under Sections 7 and 8 hereof, then the Section 8 Seller shall be free to Transfer, any such remaining shares to the proposed Transferee on the terms set forth in the Section 7 Offer Notice; provided, however, that if such Shares from are not so Transferred during the seventy five (75) day period following the deemed delivery of the Section 7 Offer Notice, then the Section 8 Seller may not Transfer any of such Investorremaining Shares without complying again in full with the provisions of this Agreement. (f) The provisions of this Section 8 shall not apply to and shall be subordinate to any Transfer or exercise of rights contemplated by Section 7. The provisions of this Section 8 shall not apply to any Transfer permitted by Section 6(a). In the event of any transfer pursuant to this Section 8, the transferee of the Shares shall hold the Shares so acquired with all the rights conferred by, and subject to, all the restrictions imposed by this Agreement.

Co-Sale Right. 3.1 An Offeror may not If any Original Shareholder (the “Selling Original Shareholder”) proposes to sell or transfer, directly or indirectly, any of its Shares to any third party other than such Affiliates agreed by Tencent and the Offered Shares until each of the Investors shall have been given the right (a “Co-Sale Right”)Series A Preferred Majority, exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date extent any holder of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company Series Pre-A Preferred Shares and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number holder of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Series A Preferred Shares (the “Co-Sale SharesRight Holder”). 3.2 Any Investor who fails ) does not exercise its respective rights of first refusal as to notify the Company and Offeror within twenty (20) days after the Sale Notice all of the exercise Transfer Shares of the Investor’s Selling Original Shareholder pursuant to Section 4.2, such Co-Sale Right Holder shall have the right (or who has exercised purchase rights under Section 2but not the obligations), shall have thereby waived exercisable upon delivery of a written notice to the Selling Original Shareholders, with a copy to the Company, within fifteen (15) Business Days after the expiration of the Refusal Period, to participate in the sale of any Transfer Shares to the extent of such Co- Sale Right Holder’s Pro Rata Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for Share at the same consideration price and on upon the same terms and conditions as the proposed transfer described indicated in the Sale Transfer Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a . A failure by any Co-Sale Right, deliver Right Holder to respond within such prescribed period shall constitute a decision by such Co-Sale Right Holder not to exercise its right of co-sale as provided herein. The foregoing co-sale right of each Co-Sale Right Holder shall be subject to the Offeror following terms and conditions: (a) each Co-Sale Right Holder may sell all or any part of its Pro Rata Share of the Transfer Shares. A Co-Sale Right Holder’s “Pro Rata Co-Sale Share” of a specified quantity of Transfer Shares of any Selling Original Shareholder shall mean that number of Ordinary Shares (or that number of Preferred Shares which, if converted at the current conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of the remaining Transfer Shares which are among the Transfer Shares that the Original Shareholders propose to sell or transfer after the full exercise of the right of first of refusal of the Non-Selling Shareholders in accordance with Section 4.2, multiplied by a fraction equal to (i) the total number of Ordinary Shares (on an a fully -diluted and as-converted basis) then held by such Co-Sale Right Holder exercising co-sale rights pursuant to this Section 5, divided by (ii) the total number of Ordinary Shares held by the Selling Original Shareholder plus the total number of Ordinary Shares then held by all Co-Sale Right Holders exercising co-sale rights pursuant to this Section 5, on a fully-diluted and as-converted basis. (b) each Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the applicable Selling Original Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the share certificates in respect of all Shares to be sold by such Preferred Shareholder and a transfer form signed by such Co-Sale SharesRight Holder, Series A-1 which indicates: (i) the number of Ordinary Shares convertible into which such Co-Sale Right Holder elects to sell (on a fully diluted and as-converted basis); (ii) that number of Preferred Shares or which is at such time convertible into the number of Ordinary Shares that such Co-Sale Right Holder elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Preferred Shares in lieu of Common StockOrdinary Shares, any such Co-Selling Investor Sale Right Holder shall convert the Series A-1 such Preferred Shares into Common Stock Ordinary Shares and deliver Common Stock as provided aboveOrdinary Shares. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell Prior to any sale or transfer of all its Class A Units (other than a sale or transfer to one or more Affiliates of Tellurian), the Initial Limited Partner shall deliver, or cause to be delivered, a written notice (the “Notice of Sale”) to the Partner including (a) the statement of the Offered Shares until each Initial Limited Partner’s bona fide intention to sell or transfer all of its Class A Units, (b) if known, the name of the Investors shall have been given prospective transferee, (c) the right number of Class A Units to be sold or transferred, (a “Co-Sale Right”), exercisable by Notice delivered to d) the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares contemplated sale or transfer, (e) the price per Class A Unit, and (f) the expected closing date. The Partner may request to sell or transfer all of its Class A Units in the contemplated transaction described in the Notice of Sale by delivering written notice (the “Co-Sale SharesNotice”). 3.2 Any Investor who fails ) to notify the Company and Offeror Initial Limited Partner within twenty (20) 45-days after the Sale delivery of the Notice of the exercise Sale. Promptly after receipt of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A SharesNotice, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects Initial Limited Partner will use its commercially reasonable efforts to cause the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees buyer(s) to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected agree to purchase all of the Available Shares pursuant Class A Units elected to Section 2, be sold by the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, Partner at a purchase price and on terms and conditions (other than the time permitted to close the purchase) no more favorable equal to the Offeree than those per Class A Unit purchase price and terms specified in the Sale Notice, to the purchaser or purchasers identified in the Sale NoticeNotice of Sale. If the Offeror proposed transferee does not enter into an agreement for the sale of any wish to purchase all of the Salable Shares Class A Units made available by the Initial Limited Partner and Co-Sale Shares within such periodthe Partner, or if such agreement is not consummated within thirty (30) days then the number of its execution, Class A Units to be sold by the right provided under Sections 2 Partner and 3 the Initial Limited Partner to the proposed transferee shall be revived as reduced proportionately, pro rata based on the respective Class A Percentages of the Partner and the Initial Limited Partner, provided that the General Partner shall not withhold its consent required under Section 4.6(a) of the Partnership Agreement to the unsold Offered Shares, which shall Partner’s participation in any such sale that results in the Partner holding fewer than 100 Class A Units. If the Partner does not be sold unless first reoffered elect to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made sell its Class A Units pursuant to this Section 3.5 shall be allocated on 8.11 by delivering a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of Notice within the sale of 45-day period described above, then the Offered Shares and Co-Sale Shares, the Offeror Initial Limited Partner shall transfer be entitled to sell to the purchaser proposed transferee that number of Class A Units described in the stock certificate or certificates that Notice of Sale under the Investor has delivered to terms and conditions set forth in the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion Notice of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such InvestorSale.

Co-Sale Right. 3.1 An Offeror may not sell any of the Offered Shares until Notwithstanding Article 10.1(d), each of the Investors Investor shall have been given the right (a “Co-Sale Right”)right, exercisable by Notice delivered upon written notice to the Company and the Offeror within twenty (20) days from the date of the Company NoticeSelling Shareholder, to sell with a copy to the proposed purchaser or purchasers Company, within thirty (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (2030) days after the Sale Notice receipt of the exercise of the Investor’s Co-Sale Right Transfer Notice (or who has exercised purchase rights under Section 2defined in Article 10.1), shall to participate in the Transfer of any Transfer Shares that the Investors have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses not agreed to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”)pursuant to Article 10.1, the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as indicated in the Transfer Notice (or the actual terms of the proposed transfer described Transfer, if more favorable to the Investor). A failure by the Investor to respond within such thirty (30) day period shall be deemed to constitute a decision by such Investor not to exercise its right of co-sale as provided herein. To the extent one or more of the Investors exercise such co-sale right in accordance with the terms and conditions set forth below, the number of Transfer Shares that the Selling Shareholder may Transfer in the Sale Notice.transaction shall be correspondingly reduced. The foregoing co-sale right of each Investor shall be subject to the following terms and conditions: 3.4 (i) Each Co-Selling Investor shall, promptly after exercising a may sell all or any part of its Pro Rata Co-Sale RightShare of Transfer Shares; (ii) If any Investor should sell all or any part of its Pro Rata Co-Sale Share of Transfer Shares to any third party, deliver then the Selling Shareholder may Transfer its Shares only if such third party purchases the Investor’s Shares on no less favorable terms and conditions applicable to the Offeror Selling Shareholder; and (iii) Each Investor shall effect its participation in the sale by promptly delivering to the Selling Shareholder, with a copy to the Company, for transfer Transfer to the prospective purchaser or purchasers one or more certificatesshare certificates in respect of all Shares to be sold and a transfer form signed by the Investor, properly endorsed for transfer, evidencing which indicates the Co-Sale type and number of Shares which such Investor elects to sell (which shall be required to be the same type as the Transfer Shares provided that if the Transfer Shares are Ordinary Shares, Series A-1 an Investor may elect to Transfer Preferred Shares convertible into Co-Sale to the extent that such Investor does not have Ordinary Shares or any combination of the two (andto Transfer); provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Ordinary Share Equivalents in lieu of Common StockOrdinary Shares, any Co-Selling such Investor shall convert the Series A-1 such Ordinary Share Equivalents into Ordinary Shares into Common Stock and deliver Common Stock Ordinary Shares as provided abovein Article 10.2(a)(iii). The Company agrees to shall make any such conversion concurrent with the actual sale Transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may To the extent that the Company and Preferred Holders have not sell exercised their right of first refusal with respect to any or all the Offered Shares, then each Preferred Holder which has not exercised its right of first refusal with respect to the Offered Shares until each of the Investors or waived his, her or its right in writing shall have been given the right (a “Co-Sale Right”)right, exercisable by Notice delivered upon written notice to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicableSelling Shareholder, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares each other Preferred Holder (the “Co-Sale SharesNotice”). 3.2 Any Investor who fails to notify the Company and Offeror ) within twenty (20) days after the Sale Notice receipt of the exercise of First Refusal Expiration Notice (the Investor’s “Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling InvestorPeriod”), to participate in the Offeror shall not sell to sale of the shares held by such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Preferred Holder on the same terms and conditions as the proposed transfer described set forth in the Sale Transfer Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a provided that each Preferred Holder may specifically waive his, her or its rights under this Section 4.4 in writing. The Co-Sale Right, deliver Notice shall set forth the number of the shares (“Co-Sale Shares”) (on both an absolute and as-converted to the Offeror for transfer Ordinary Shares basis) that such participating Preferred Holder wishes to the prospective purchaser include in such sale or purchasers one or more certificates, properly endorsed for transfer, evidencing which amount shall not exceed the Co-Sale SharesPro Rata Portion (as defined below) of such Preferred Holder. To the extent one or more of the Preferred Holders exercise such right of co-sale in accordance with the terms and conditions set forth below, Series A-1 Shares convertible into the number of the Co-Sale Shares or any combination that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Preferred Holder shall be subject to the two following terms and conditions: (and, if a) Co-Sale Pro Rata Portion. Each Preferred Holder which has not exercised its right of first refusal with respect to the Offered Shares included Series A Sharesmay sell all or any part of that number of Ordinary Shares held by it that is equal to the product obtained by multiplying (x) the aggregate number of the remaining Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Series A Ordinary Shares comprising Co(on an as-Sale Shares). If a prospective purchaser objects to converted basis) owned by such Preferred Holder at the delivery time of preferred stock in lieu the sale or transfer and the denominator of Common Stock, any Cowhich is the total combined number of Ordinary Shares (on an as-Selling Investor shall convert converted basis) at the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale time owned by all Preferred Holders which has not exercised their right of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right first refusal with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and the Selling Shareholder (“Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such salePro Rata Portion”). To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse Preferred Holder does not participate in the sale to purchase shares or other securities from a the full extent of its Co-Selling InvestorSale Pro Rata Portion, the Offeror shall not sell any Offered Shares Selling Shareholder and the participating Preferred Holders shall, within five (5) days after the end of such Co-Sale Right Period, make such adjustments to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Pro Rata Portion of each participating Preferred Holder so that any remaining Co-Sale Shares from such Investormay be allocated to other participating Preferred Holders on a pro rata basis.

Co-Sale Right. 3.1 An Offeror may To the extent any Non-Selling Shareholder does not sell exercise its respective rights of first refusal as to any of the Offered Shares until Transfer Share pursuant to Section 4.2, each of the Investors shall have been given the right (a “Co-Sale Right”)Right Holder shall have the right, exercisable by Notice delivered upon delivery of a written notice to the Company and Selling Shareholder, with a copy to the Offeror Company, within twenty ten (2010) days from after the date of the Company ROFR Expiry Notice, to sell participate in the sale of any Transfer Shares to the proposed purchaser or purchasers (including, as applicable, extent of such Co-Sale Right Holder’s Pro Rata Co-Sale Share at the Company same price and any Electing Investors), upon the same terms and conditions offered indicated in the Transfer Notice. A failure by the Offeror, a number of shares up to the Investor’s any Co-Sale Right Holder to respond within such prescribed period shall constitute a decision by such Co-Sale Right Holder not to exercise its right of co-sale as provided herein. To the extent one (1) or more of Co-Sale Right Holders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Transfer Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions: (a) each Co-Sale Right Holder may sell all or any part of its Pro Rata Share of the Offered Shares (the “Co-Sale remaining Transfer Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s . A Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Holder’s “Pro Rata Co-Sale Rights with respect Share” of the remaining Transfer Shares shall mean that number of Ordinary Shares (or that number of Preferred Shares which, if converted at the current conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of remaining Transfer Shares multiplied by a fraction equal to (i) the Offered Shares. 3.3 If any Investor has made a timely exercise total number of a CoOrdinary Shares (on an as-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases converted basis) then held by such Co-Sale Shares from such Co-Selling Investor for the same consideration and Right Holder on the same terms and conditions as date of the proposed transfer described in ROFR Expiry Notice , divided by (ii) the Sale Notice. 3.4 Each Co-total number of Ordinary Shares held by the Selling Investor shall, promptly after exercising a Shareholder plus the total number of Ordinary Shares then held by all the Co-Sale RightRight Holders on the date of the ROFR Expiry Notice, deliver on an as-converted basis. As used in this definition, the phrase “on an as-converted basis” shall mean assuming conversion of all Preferred Shares but not assuming exercise or conversion of any other outstanding option, warrants, or other convertible securities. (b) each Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the Offeror Selling Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the share certificates in respect of all Shares to be sold by such Co-Sale Shares, Series A-1 Shares convertible into Right Holder and a transfer form signed by such Co-Sale Right Holder, which indicates: (i) the number of Ordinary Shares or which such Co-Sale Right Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Co-Sale Right Holder elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Preferred Shares in lieu of Common StockOrdinary Shares, any such Co-Selling Investor Sale Right Holder shall convert the Series A-1 such Preferred Shares into Common Stock Ordinary Shares and deliver Common Stock as provided aboveOrdinary Shares. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may (a) Notwithstanding anything to the contrary herein, if the Key Holder Transferor shall sell the Key Holder Transfer Shares subject to the Key Holder Proposed Transfer Notice to the Bona Fide Purchaser, the Key Holder Transferor shall notify in writing (the “Third Party Sale Notice”) each Preferred Shareholder that has not sell any exercised pursuant to Section 4.2 its Right of First Refusal (collectively, the Offered Shares “Non-Electing Offerees”), and no such sale shall be made unless and until each of Non-Electing Offeree (the Investors “Eligible Co-Sale Shareholder”) shall have been given afforded the right (a “Co-Sale Right”), exercisable by Notice delivered upon written notice to the Company and the Offeror Key Holder Transferor within twenty (20) days from Business Days after the date receipt of the Company NoticeThird Party Sale Notice (the “Co-Sale Period”), to sell to participate in the proposed purchaser or purchasers (including, as applicable, sale of the Company Key Holder Transfer Shares at the same time and any Electing Investors), upon on the same terms and conditions offered by under which the Offeror, a number of shares up Key Holder Transferor will sell the Key Holder Transfer Shares to the Investor’s Bona Fide Purchaser. (b) Each such Eligible Co-Sale Pro Rata Share Shareholder may sell all or any part of the Offered that number of Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s held by such Eligible Co-Sale Right Shareholder equal to the product obtained by multiplying (or who has exercised purchase rights under Section 2)x) the aggregate number of Key Holder Transfer Shares covered by the relevant Third Party Sale Notice by (y) a fraction the numerator of which is the number of Shares (on an as converted, shall have thereby waived fully-diluted basis) at the time owned by such Eligible Co-Sale Rights Shareholder and the denominator of which is the sum of the aggregate number of Shares (on an as converted, fully-diluted basis) owned by all Eligible Co-Sale Shareholders exercising their co-sale rights under this Section 4.3 (the “Co-Sale Shareholders”) and the number of Shares (on an as converted, fully-diluted basis) then owned by the Key Holder Transferor. To the extent that any Co-Sale Shareholders participate in the subject sale of Key Holder Transfer Shares hereunder, the Key Holder Transferor shall be required to proportionately reduce the number of its Shares included in the Key Holder Transfer Shares. No transfer of the Co-Sale Shares shall be made on terms and conditions, including the form of consideration, more favorable than those contained in the Proposed Key Holder Transfer Notice unless the Key Holder Transferor re-offers the Key Holder Transfer Shares to all Preferred Shareholders in accordance with respect to the Offered Sharesthis Section 4. 3.3 If any Investor has made a timely (c) Upon the exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from Right by an Investor exercising its rights of co-sale hereunder (a “Eligible Co-Selling Investor”)Sale Shareholder, where the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for have not converted into Ordinary Shares pursuant to the same consideration and on terms of this Agreement or the same terms and conditions as Restated Articles, the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor Company shall, promptly after exercising a at the request of the relevant Eligible Co-Sale RightShareholder, deliver upon or prior to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing of the Co-Sale Shares, Series A-1 Shares convertible into procure the conversion of such Co-Sale Shares or any combination of the two (and, if the Offered to Ordinary Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 the terms of this Agreement and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Sharesthe Restated Articles. 3.6 On consummation (d) The closing of the sale any purchase of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from by the Co-Sale Shareholder shall be held at the principal office of the Company fifteen (15) Business Days after the later of the expiration of the Co-Sale Period or at such Investorother time and place as the parties to the transaction may agree.

Co-Sale Right. 3.1 An Offeror may not sell (a) If any Seller holding more than 5% of the Offered Shares until each of the Investors shall have been given the right outstanding Common Stock (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20or equivalent) days from the date of the Company Notice, desires to sell to the proposed purchaser or purchasers Transfer Stock (including, as applicable, the Company and any Electing Investorsother than a Permitted Transfer), upon then such Seller shall deliver the same terms and conditions offered by Notice to all of the OfferorStockholders. Each Stockholder shall have the pro rata right, a based on the total number of shares up of Common Stock held by such Stockholder, exercisable upon written notice to the Investor’s Co-Sale Pro Rata Share of the Offered Shares Seller within fifteen (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (2015) days after the Sale Notice receipt of the exercise Notice, HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION APPENDIX VIII-15 to participate in such Transfer of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Stock on the same terms and conditions as conditions, up to the proposed transfer described total number of shares of Stock included in the Sale Notice. 3.4 Each . To the extent Stockholders exercise such right of participation (each a "Co-Selling Investor shall, promptly after exercising Sale Stockholder") the number of shares of Stock that the Seller may sell or otherwise dispose of in the Transfer shall be correspondingly reduced so that the maximum number of shares of Stock sold or otherwise disposed of in the Transfer by the Seller or a Co-Sale RightStockholder under this Section 3.3 shall be the number found by multiplying the total number of shares included in the Notice, deliver as delivered under this Section 3.3, by a fraction the numerator of which is the total number of shares owned by the Seller or such Co-Sale Stockholder, as the case may be (on a fully diluted basis) and the denominator of which is the total number of shares owned by the Seller and all Co-Sale Stockholders exercising such rights in the aggregate (on a fully diluted basis). Each Co-Sale Stockholder shall effect its participation in the Transfer by promptly delivering to the Offeror Seller for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing that represent the number of shares of Stock which such Co-Sale Stockholder elects to sell. The Seller will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified Stockholders in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does contemplated Transfer and will not enter into an agreement for the sale of Transfer any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares Stock to the prospective purchaser unless, simultaneously with transferee(s) if such sale, transferee(s) refuses to allow the Offeror purchases participation of the Co-Sale Shares from such InvestorStockholders, or refuses to become a party to this Agreement as a Stockholder. (b) The co-sale right established by this Section 3.3 shall terminate upon the effective date of the registration statement pertaining to the Company's Initial Public Offering. In addition, notwithstanding anything in Section 3.3(a) to the contrary, no Employee Stockholder shall have any rights under Section 3.3 with respect to any sale or transfer by DI.

Co-Sale Right. 3.1 An Offeror may If the Transferring Shareholder is a holder of Ordinary Shares, then each Investor who does not sell any exercise its Right of the Offered Shares until each of the Investors First Refusal pursuant to Section 5.1 above shall have been given the right right, exercisable upon written notice to the Transferring Shareholder within 20 days after the date the Transfer Notice is delivered to the Investors, to participate in the sale of Offered Securities on substantially the same terms and conditions as the Transferring Shareholder to the extent of that Investor’s Co-Sale Ratio with respect to its Offered Securities (a the “Co-Sale Right”), exercisable by Notice delivered provided, however, that the Series B Investors, the Series C Investors and MSPE shall be entitled, on a pro rata basis, to exercise such Co-Sale Right and to participate in any aforesaid sale of the Offered Securities in priority to any other Investors, and further provided that such Co-Sale Right shall not apply to any sale of the Offered Securities to an Investor pursuant to the Company and the Offeror within twenty (20) days from the date exercise of the Company NoticeRight of First Refusal of such Investor under Section 5.1, or the Right of First Refusal With Respect to sell to Preferred Shares of such Investor under Section 5.2. Each notice of an exercise of the proposed purchaser or purchasers (including, as applicable, Co-Sale Right shall state the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares of the Offered Securities such Investor wishes to sell under its Co-Sale Right. Any Investor may elect to sell all or some of the shares of the Offered Securities then held by such Investor up to the that Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights Ratio with respect to the Offered Shares. 3.3 If any Investor has made a timely Securities. To the extent the Investors exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Section 5.3, the Transferring Shareholder (i) may only sell its shares of the Offered Securities if the proposed transferee completes the purchase of the shares which the Investors seek to sell pursuant to the exercise of a their Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder and (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor ii) shall, promptly after exercising a at the request of any Investor, reduce the number of shares of the Offered Securities to be sold by the number of shares of the Offered Securities that such Investor wishes to sell under its Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may To the extent any Non-Selling Shareholder does not sell any exercise its respective rights of first refusal as to all of the Offered Transfer Shares until each of the Investors shall have been given the right pursuant to Section 4.2, such Non-Selling Shareholder (a “Co-Sale RightRight Holder”)) shall have the right, exercisable by Notice delivered upon delivery of a written notice to the Company and Selling Shareholder, with a copy to the Offeror Company, within twenty (20) days from Business Days after the date receipt of the Company Transfer Notice, to sell participate in the sale of any Transfer Shares to the proposed purchaser or purchasers (including, as applicable, extent of such Co-Sale Right Holder’s Pro Rata Co-Sale Share at the Company same price and any Electing Investors), upon the same terms and conditions offered indicated in the Transfer Notice. A failure by the Offeror, a number of shares up to the Investor’s Co-Sale Right Holder to respond within such prescribed period shall constitute a decision by such Co-Sale Right Holder not to exercise its right of co-sale as provided herein. To the extent one (1) or more of the Co-Sale Right Holders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Transfer Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions: (a) each Co-Sale Right Holder may sell all or any part of its Pro Rata Share of the Offered Shares (the “Co-Sale Transfer Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s . A Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Holder’s “Pro Rata Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise Share” of a Co-Sale Rightspecified quantity of Transfer Shares shall mean that number of Ordinary Shares (or that number of Preferred Shares which, if converted at the current conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of Transfer Shares proposed to be transferred multiplied by a fraction equal to (i) the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from total number of Ordinary Shares (on an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless as converted and until, simultaneously with such sale, the Offeror purchases fully diluted basis) then held by such Co-Sale Right Holder exercising co-sale rights pursuant to this Section 5, divided by (ii) the total number of Ordinary Shares from such Co-held by the Selling Investor for Shareholder plus the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a total number of Ordinary Shares then held by all Co-Sale RightRight Holders exercising co-sale rights pursuant to this Section 5, deliver on an as converted and fully diluted basis. As used in this definition, the phrase “on an as converted and fully diluted basis” shall mean assuming conversion of all Preferred Shares but not assuming exercise or conversion of any other outstanding option, warrants, or other convertible securities. Notwithstanding the foregoing, if the transfer of the Transfer Shares by the Selling Shareholder(s) will result in a change of Control of the Company, each Co-Sale Right Holder shall be entitled to sell up to all of its Shares (no more than the maximum number of Transfer Shares identified in the Transfer Notice) to the Offeror prospective purchaser(s). (b) each Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the Selling Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the share certificates in respect of all Shares to be sold by such Co-Sale Shares, Series A-1 Shares convertible into Right Holder and a transfer form signed by such Co-Sale Right Holder, which indicates: (i) the number of Ordinary Shares or which such Co-Sale Right Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Co-Sale Right Holder elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Preferred Shares in lieu of Common StockOrdinary Shares, any such Co-Selling Investor Sale Right Holder shall convert the Series A-1 such Preferred Shares into Common Stock Ordinary Shares and deliver Common Stock as provided aboveOrdinary Shares. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may If any Key Shareholder Transfer Shares are not sell any of the Offered Shares until purchased pursuant to Section 5 above and thereafter are to be sold to a prospective transferee, each of the Investors shall have been given the right Investor that has not exercised its rights under Section 5.2 (a each an “Co-Sale RightEligible Holder”)) shall have the right, exercisable by Notice delivered upon delivery of a written notice to the Company and Selling Key Shareholder, with a copy to the Offeror within twenty (20) days from Company, prior to the date end of the Company NoticeKey Shareholder Transfer Period, to sell to participate in the proposed purchaser or purchasers (including, as applicable, Key Shareholder Transfer of such Key Shareholder Transfer Shares at the Company same price and any Electing Investors), upon the same terms and conditions offered indicated in the Key Shareholder Transfer Notice. A failure by the Offeror, respective Investor to respond within such prescribed period shall constitute a number of shares up decision by such Investor not to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights right of co-sale hereunder (a “Coas provided in this Section 6. To the extent an Investor exercises such right of co-Selling Investor”)sale in accordance with the terms and conditions set forth below, the Offeror number of Key Shareholder Transfer Shares that the Selling Key Shareholder may sell in the Key Shareholder Transfer shall not be correspondingly reduced. The foregoing co-sale right of the Investors shall be subject to the following terms and conditions: (a) Any Investor may sell to such prospective purchaser all or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such part of its Pro Rata Co-Sale Shares from such Co-Selling Investor for Share of the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Key Shareholder Transfer Shares. Each Co-Selling Investor shall, promptly after exercising a Investor’s “Pro Rata Co-Sale RightShare” of a specified quantity of Key Shareholder Transfer Shares shall mean that specified quantity of Key Shareholder Transfer Shares proposed to be transferred, deliver multiplied by a fraction equal to (i) the total number of Ordinary Shares (on an as-converted basis) then held by the Investor exercising its co-sale rights pursuant to this Section 6.1, divided by (ii) the total number of Ordinary Shares then held by all of the Investors exercising their co-sale rights pursuant to this Section 6.1, on an as converted basis. As used in this definition, the phrase “on an as-converted basis” shall mean assuming conversion of all Preferred Shares but not assuming exercise or conversion of any other outstanding option, warrants, or other convertible securities. (b) Each Investor shall effect its participation in the sale by promptly delivering to the Offeror Selling Key Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificatesshare certificates in respect of all Shares to be sold by such Investor and a transfer form signed by such Investor, properly endorsed for transfer, evidencing which indicates: (i) the Co-Sale Shares, Series A-1 number of Ordinary Shares which such Investor elects to sell; (ii) that number of Preferred Shares which is at such time convertible into Co-Sale the number of Ordinary Shares or that such Investor elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Preferred Shares in lieu of Common StockOrdinary Shares, any Co-Selling such Investor shall convert the Series A-1 such Preferred Shares into Common Stock Ordinary Shares and deliver Common Stock as provided abovethe Ordinary Shares in their stead. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell (1) Subject to Article 2.1 hereof, when I-Mab HK (including any Affiliate of I-Mab HK who acquires equity of the Offered Shares until each Company through Exempt Transfer pursuant to Article 2.1(i) hereof) and/or any Management member and/or the Management Holdco and/or the ESOP Holdco propose to transfer any equity of the Investors Company held by them, if any Investor decides not to exercise the Right of First Refusal specified in Article 3.2 of this Agreement, such Investor shall have been given the right to, within five (a “Co-Sale Right”)5) Working Days after expiration of the First RoFR Exercise Period, exercisable by Notice delivered respond in writing to the Company and I-Mab HK and/or any Management member and/or the Offeror within twenty Management Holdco and/or the ESOP Holdco (20as the Selling Shareholder(s)) days from requesting to participate in the date sale of equity of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon by such Selling Shareholder(s) under the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares sale (the “Co-Sale SharesRights”). 3.2 Any . Except for the situation described in Article 3.3(2), the amount of equity that any Investor who fails intends to notify exercise the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to by participating in the sale shall not exceed the product of the following: (i) the quantity of the Offered Shares. 3.3 If any Investor has made Equity, multiplied by (ii) a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”)fraction, the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, numerator of which is the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination amount of equity of the two (and, if Company held by the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered who intends to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any denominator of which is the total number of equity of the Company held by all Investors who intend to exercise the Co-Sale Shares, on terms Rights and conditions (other than the time permitted amount of equity of the Company held by the said Selling Shareholder(s) at that time. The said Selling Shareholder(s) shall procure the Proposed Transferee to close the purchase) no more favorable agree to the Offeree than those specified in above-mentioned co-sale by the Sale Notice, Investors; if the Proposed Transferee does not agree to the purchaser or purchasers identified in above-mentioned co-sale, the Sale Notice. If said Selling Shareholder(s) shall not transfer Offered Equity to the Offeror does not enter into an agreement for the sale of any Proposed Transferee unless prior written consent of the Salable Shares and Investors who intend to exercise the Co-Sale Shares within Rights is obtained or the said Selling Shareholder(s) agree to purchase the equity to be sold by the Investors who intend to exercise the Co-Sale Rights at the same price and conditions. (2) Subject to other terms of this Agreement, when I-Mab HK (including any Affiliate of I-Mab HK who acquires equity of the Company through Exempt Transfer pursuant to Article 2.1(i) hereof) and/or the Management and/or the Management Holdco and/or the ESOP Holdco have already cumulatively sold equity held by them in the Company in excess of 6% of the then total registered capital of the Company, and I-Mab HK and/or the Management and/or the Management Holdco and/or the ESOP Holdco wish to further sell equity directly or indirectly held by them in the Company to any Proposed Transferee, and any Investor decides not to exercise its Right of First Refusal as specified in Article 3.2 of this agreement, then such period, or if such agreement is not consummated within thirty (30) days of its execution, Investor has the right provided under Sections 2 and 3 shall be revived as to to, within five (5) Working Days after expiration of the unsold Offered SharesFirst RoFR Exercise Period, which shall not be sold unless first reoffered respond in writing to the Company and I-Mab HK and/or the Investors in accordance with Sections 2 and 3. Any partial Management and/or the Management Holdco and/or the ESOP Holdco (as the Selling Shareholder(s)), requesting to sell any part or all equity of the Company held by it to the Proposed Transferee under the same conditions of sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and (the “Full Co-Sale Shares. 3.6 On consummation of Rights”). If the sale of Proposed Transferee does not agree to purchase any part or all equity that any Investor requests to sell by exercising the Offered Shares and Fully Co-Sale SharesRights, I-Mab HK and/or the Offeror Management and/or the Management Holdco and/or the ESOP Holdco (as the Selling Shareholder(s)) shall transfer purchase all equity requested to be sold by the purchaser Investors who intend to exercise the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Full Co-Sale Shares from such InvestorRights at the same conditions, otherwise they shall not transfer Offered Equity to the Proposed Transferee. (3) This Article 3.3 does not apply to any Exempt Transfer listed in Article 2.1, the repurchase under Article 3.5, or implementation of the compensation measures described in Article 3.6.

Co-Sale Right. 3.1 An Offeror may To the extent any ROFR Rights Holder does not sell exercise its respective rights of first refusal as to any or all of the Offered Transfer Shares until each of pursuant to Section 4.2, such ROFR Rights Holder (hereinafter, the Investors shall have been given the right (a “Co-Sale RightRights Holder”)) shall have the right, exercisable by Notice delivered upon delivery of a written notice to the Company and Selling Shareholder, with a copy to the Offeror Company, within twenty (20) days from Business Days following the date expiration of the Company NoticeFirst Refusal Period (or if there is a re-allotment in accordance with Section 4.2, the Second Refusal Period), to sell participate in the sale of any Transfer Shares to the proposed purchaser or purchasers extent of such Co-Sale Rights Holder’s Pro Rata Co-Sale Share (including, as applicable, defined below) at the Company same price and any Electing Investors), upon the same terms and conditions offered indicated in the Transfer Notice. A failure by the Offeror, a number of shares up to the Investor’s Co-Sale Rights Holder to respond within such prescribed period shall constitute a decision by such Co-Sale Rights Holder not to exercise its right of co-sale as provided herein. To the extent one (1) or more of the Co-Sale Rights Holders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Transfer Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of each Co-Sale Rights Holder shall be subject to the following terms and conditions: (a) each Co-Sale Rights Holder may sell all or any part of its Pro Rata Share of the Offered Shares (the “Co-Sale Transfer Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived . A Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Holder’s “Pro Rata Co-Sale RightShare” of a specified quantity of Transfer Shares shall mean that number of Ordinary Shares (or that number of Preferred Shares which, if converted at the then conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of the Transfer Shares proposed to be transferred multiplied by a fraction equal to (i) the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from total number of Ordinary Shares (on an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases as converted basis) then held by such Co-Sale Rights Holder exercising co-sale rights pursuant to this Section 5, divided by (ii) the total number of Ordinary Shares from such Co-held by the Selling Investor for Shareholder plus the same consideration and on total number of Ordinary Shares then held by all the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale RightRights Holders exercising co-sale rights pursuant to this Section 5, deliver on an as converted basis. As used in this definition, the phrase “on an as converted basis” shall mean assuming conversion of all Preferred Shares but not assuming exercise or conversion of any other outstanding option, warrants, or other convertible securities. (b) each Co-Sale Rights Holder shall effect its participation in the sale by promptly delivering to the Offeror Selling Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the share certificates in respect of all Shares to be sold by such Co-Sale Shares, Series A-1 Shares convertible into Rights Holder and a transfer form signed by such Co-Sale Rights Holder, which indicates: (i) the number of Ordinary Shares or which such Co-Sale Rights Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Co-Sale Rights Holder elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Preferred Shares in lieu of Common StockOrdinary Shares, any such Co-Selling Investor Sale Rights Holder shall convert the Series A-1 such Preferred Shares into Common Stock Class B Ordinary Shares and deliver Common Stock as provided aboveClass B Ordinary Shares. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may If (a) a Seller other than First Reserve has received a Purchase Offer and not sell any all of the Offered Shares until each Common Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Common Stock other than a Transfer to any FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Investors Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall have been given deliver the right Sale Notice (the "Final Notice") to the other Stockholders. If the Final Notice is sent by a “Seller other than First Reserve, it shall include a statement as to the number of shares of Common Stock to be purchased pursuant to Section 3.2 (if any). Subject to the terms and conditions of this Section 3.3, the Stockholders who are not Sellers (the "Co-Sale Right”)Stockholders") shall each have the right, exercisable by Notice delivered upon written notice to the Company and the Offeror Seller within twenty ten (2010) days from the date after receipt of the Company Final Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number participate in such sale of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Common Stock on the same terms and conditions as the proposed transfer described set forth in the Sale Final Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a up to the total number of shares of Common Stock for each Co-Sale Right, deliver Stockholder equal to the Offeror product of (a) the total number of shares included in the Final Notice; multiplied by (b) a quotient found by dividing the total number of shares owned by such Co-Sale Stockholder by the total number of shares owned by the Seller, such Co-Sale Stockholder, and all other Co-Sale Stockholders that are participating in the sale of Stock pursuant to this Section 3.3. To the extent any Co-Sale Stockholders exercise such right of participation (each such Co-Sale Stockholder, a "Participating Stockholder"), the number of shares of Common Stock that the Seller may sell in the transaction shall be correspondingly reduced by the aggregate number of shares included in the transaction by all Participating Stockholders. Each Participating Stockholder shall effect its participation in the sale by promptly delivering to Seller for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, which represent the number of Series A Shares comprising Co-Sale Shares)shares of Common Stock which such Participating Stockholder elects to sell. If a The Seller will use his, her, or its best efforts to obtain the agreement of the prospective purchaser objects transferee(s) to the delivery participation of preferred stock the Participating Stockholders in lieu of Common Stock, the contemplated transfer and will not transfer any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unlesstransferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investoror refuses to become a party to this Agreement. This Section 3.3 shall not apply to any Permitted Transfer or to a Transfer covered by Section 3.5.

Co-Sale Right. 3.1 An Offeror may not (a) In the event that Alleghany proposes to sell any of its shares of Common Stock, it shall promptly give Laredo a written notice (the Offered Shares until each “Notice”) of the Investors price, terms and conditions of the proposed sale, including the identity of the proposed purchaser of such Common Stock and a copy of any written proposal, term sheet, letter of intent or other agreement relating to the proposed sale. Laredo shall have been given the right (a “Co-Sale Right”)right, exercisable by Notice delivered to the Company and the Offeror within twenty fifteen (2015) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors)purchasers, upon the same terms and conditions offered by the Offerorto Alleghany, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares Common Stock proposed to be sold. To the extent Laredo exercises such co-sale right in accordance with the terms and conditions of this Section 3, the number of shares of Common Stock that Alleghany may sell pursuant to the Notice shall be correspondingly reduced. (b) Any sale made pursuant to this Section 3 shall be consummated within ninety (90) days of the “end of the Notice Period and shall be conditioned upon the agreement of the proposed purchaser or purchasers that such proposed purchaser or purchasers will purchase from Laredo, its Co-Sale Shares”)Pro Rata Share of the Common Stock proposed to be sold. 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20c) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), Laredo shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising effect its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described participation in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver sale by delivering to the Offeror Alleghany for transfer to the prospective purchaser or purchasers purchaser, no later than fifteen (15) days after Laredo’s exercise of its rights under this Section 3, one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, which represent the number of Series A Shares comprising Co-Sale Shares)shares of Common Stock that Laredo elects to sell. If a The stock certificate or certificates that Laredo delivers to Alleghany shall be transferred to the prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer Common Stock pursuant to the terms and conditions specified in the Notice, and Alleghany shall concurrently cause the prospective purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor Laredo that portion of the sale proceeds to which such Investor Laredo is entitled by reason of its participation in such sale. To In the extent event that any prospective purchaser or purchasers prohibit Laredo fails to deliver such assignment or otherwise refuse certificate(s) to purchase shares or other securities from a CoAlleghany within fifteen (15) days of its exercise of its co-Selling Investorsale right under this Section 3, the Offeror Laredo shall not sell any Offered Shares be deemed to have forfeited its co-sale right with respect to the prospective purchaser unless, simultaneously with such proposed sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell To the extent any of the Offered Shares until each of the Investors shall have been given the right (a “ROFR and Co-Sale Right”)Rights Holder does not exercise its respective rights of first refusal at all as to all of the Transfer Shares pursuant to Section 4.2, such ROFR and Co-Sale Rights Holder shall have the right, exercisable by Notice delivered upon delivery of a written notice to the Company and Selling Shareholder, with a copy to the Offeror Company, within twenty twenty-five (2025) days from Business Days after the date of the Company Transfer Notice, to sell participate in the sale of any Transfer Shares to the proposed purchaser or purchasers (including, as applicable, extent of such ROFR and Co-Sale Rights Holder’s Pro Rata Co-Sale Share at the Company same price and any Electing Investors), upon the same terms and conditions offered indicated in the Transfer Notice. A failure by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company ROFR and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect Holder to the Offered Shares. 3.3 If any Investor has made respond within such prescribed period shall constitute a timely exercise of a decision by such ROFR and Co-Sale Right, Rights Holder not to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising exercise its rights right of co-sale hereunder as provided herein. To the extent one (a “Co-Selling Investor”), 1) or more of the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless ROFR and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from Rights Holders exercise such Coright of co-Selling Investor for sale in accordance with the same consideration and on the same terms and conditions as set forth below, the proposed transfer described number of Transfer Shares that the Selling Shareholder may sell in the Sale Notice. 3.4 Each Cotransaction shall be correspondingly reduced. The foregoing co-Selling Investor shall, promptly after exercising a sale right of each ROFR and Co-Sale Right, deliver Rights Holder shall be subject to the Offeror following terms and conditions: (a) each ROFR and Co-Sale Rights Holder may sell all or any part of its Pro Rata Co-Sale Share of the Transfer Shares. A ROFR and Co-Sale Rights Holder’s “Pro Rata Co-Sale Share” of a specified quantity of Transfer Shares shall mean that number of Ordinary Shares (or that number of Preferred Shares which, if converted at the current conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of Transfer Shares proposed to be transferred multiplied by a fraction equal to (i) the total number of Ordinary Shares (on an as-converted basis) then held by such ROFR and Co-Sale Rights Holder exercising co-sale rights pursuant to this Section 5, divided by (ii) the total number of Ordinary Shares held by the Selling Shareholder plus the total number of Ordinary Shares then held by all ROFR and Co-Sale Rights Holders exercising co-sale rights pursuant to this Section 5, on an as-converted basis. As used in this definition, the phrase “on an as-converted basis” shall mean assuming conversion of all Preferred Shares but not assuming exercise or conversion of any other outstanding option, warrants, or other convertible securities; (b) each ROFR and Co-Sale Rights Holder shall effect its participation in the sale by promptly delivering to the Selling Shareholder, with a copy to the Company, for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the share certificates in respect of all Shares to be sold by such ROFR and Co-Sale Shares, Series A-1 Shares convertible into Rights Holder and a transfer form signed by such ROFR and Co-Sale Rights Holder, which indicates: (i) the number of Ordinary Shares or which such ROFR and Co-Sale Rights Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such ROFR and Co-Sale Rights Holder elects to sell; or (iii) any combination of the two (andforegoing; provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery allotment of preferred stock Preferred Shares in lieu of Common StockOrdinary Shares, any such ROFR and Co-Selling Investor Sale Rights Holder shall convert the Series A-1 such Preferred Shares into Common Stock Ordinary Shares and deliver Common Stock as provided aboveallot Ordinary Shares. The Company agrees to make any such conversion concurrent with the actual sale transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell 2.1 Should the Founder offer to sell, or receive one or more bona fide offers (individually, a "Purchase Offer") to purchase, any of the Offered Founder Shares, and the Holders do not exercise their full right of first refusal as set forth in Section 1 hereof or the Founder is otherwise entitled to sell the Founder Shares until owned by such Founder pursuant to Section 1.3 or 1.4, then the Founder shall promptly notify each Holder and the Company of the Investors shall have been given failure of the Holders to exercise their full right of first refusal, and of the terms and conditions of such Purchase Offer (a “"Co-Sale Right”Notice"). Should a Holder receive one or more Purchase Offers with respect to any of his, exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date her or its shares of the Company NoticeSeries A Preferred, to sell to the proposed purchaser Series B Preferred, Series C Preferred or purchasers (includingSeries D Preferred, as applicable, then the Holder shall promptly deliver to the Founder and the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall2.2 With respect to sales of Founder Shares by the Founder, promptly each Holder shall have the right, exercisable upon written notice to the Founder within thirty (30) days after exercising a receipt of the Co-Sale RightNotice (the "Offer Period"), deliver to participate in the Founder's sale of Founder Shares pursuant to the Offeror specified terms and conditions of such Purchase Offer as set forth in the Co-Sale Notice. To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Founder Shares that the Founder may sell pursuant to such Purchase Offer shall be correspondingly reduced. (a) Each Holder may sell all or any part of that number of shares of Common Stock of the Company owned by that Holder that is not in excess of the product obtained by multiplying (i) the aggregate number of Shares covered by the Purchase Offer remaining after the exercise of any rights of first refusal set forth above by (ii) a fraction, the numerator of which is the number of shares of Common Stock at the time owned by that Holder and the denominator of which is the total number of shares of Common Stock of the Company outstanding, excluding any shares issuable upon exercise of any outstanding options, warrants or other rights to acquire shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company. For purposes of making this computation, each Holder shall be deemed to own the number of shares of Common Stock into which all his, her or its Series A Preferred, Series B Preferred, Series C Preferred and/or Series D Preferred is at the time convertible, and the number of shares of Common Stock issuable upon conversion of all then-outstanding shares of Preferred Stock will be deemed to be outstanding for purposes of determining the total number of shares of Common Stock of the Company then outstanding. (b) Each Holder may effect its participation in the sale by delivering to the Founder, within the thirty (30) day period under Section 2.2, for transfer to the prospective purchaser or purchasers maker(s) of the Purchase Offer, one or more certificates, properly endorsed for transfer, evidencing which shall be accompanied by a written election to participate in the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination sale with respect to a specified number of shares of Common Stock not in excess of the two amount of Shares permitted to be sold under Section 2.2(a) (andthe "Election Number") and shall represent: (i) the Election Number of shares of Common Stock, if the Offered Shares included Series A Shares, the or (ii) that number of shares of Series A Shares comprising Co-Sale Shares). If a prospective purchaser Preferred, Series B Preferred, Series C Preferred or Series D Preferred, as applicable, which is at such time convertible into at least the Election Number of shares of Common Stock; provided, however, that if the maker(s) of the Purchase Offer objects to the delivery of preferred stock Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred in lieu of Common Stock, any Co-Selling Investor shall the Holder may convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided in subparagraph (i) above. The Company agrees to make any Any Holder not delivering such conversion concurrent with certificate(s) and written election within the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within aforesaid thirty (30) days of its executionday time period will have waived irrevocably all rights under this Agreement with respect to the Purchase Offer, but not with respect to any subsequent Purchase Offer. (c) The stock certificate or certificates that the right provided under Sections 2 and 3 Holder delivers to the Founder pursuant to Section 2.2 shall be revived as transferred by the Founder to the unsold Offered Shares, which shall not be sold unless first reoffered to maker(s) of the Company and the Investors Purchase Offer in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares Common Stock pursuant to the terms and conditions specified in the Co-Sale Shares, the Offeror shall transfer Notice to the purchaser Holder, and the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, Founder shall promptly thereafter remit to the Co-Selling Investor such Holder that portion of the sale proceeds to which such Investor Holder is entitled by reason of its participation in such sale. (d) The exercise or non-exercise of the rights of the Holders hereunder to participate in one or more sales of Common Stock made by the Founder shall not adversely affect their rights to participate in subsequent sales of Founder Shares by the Founder pursuant to Section 2.1 hereof. 2.3 With respect to sales of Shares by the Holders, the Founder shall have the right, exercisable upon written notice to the selling Holder within thirty (30) days after receipt of the Co-Sale Notice (the "Offer Period"), to participate in the Holder's sale of Shares pursuant to the specified terms and conditions of such Purchase Offer as set forth in the Co-Sale Notice. To the extent the Founder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Shares that the Holder may sell pursuant to such Purchase Offer shall be correspondingly reduced. (a) The Founder may sell all or any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase part of that number of shares of Common Stock of the Company owned by the Founder that is not in excess of the product obtained by multiplying (i) the aggregate number of Shares covered by the Purchase Offer by (ii) a fraction, the numerator of which is the number of shares of Common Stock at the time owned by the Founder and the denominator of which is the total number of shares of Common Stock of the Company outstanding, excluding any shares issuable upon exercise of any outstanding options, warrants or other rights to acquire shares of Common Stock or securities from a Co-Selling Investor, convertible into or exercisable or exchangeable for shares of Common Stock of the Offeror shall not sell any Offered Shares Company. (b) The Founder may effect his participation in the sale by delivering to the prospective purchaser unlessHolder, simultaneously within the thirty (30) day period under this Section 2.3, for transfer to the maker(s) of the Purchase Offer, one or more certificates, properly endorsed for transfer, which shall be accompanied by a written election to participate in the sale with such sale, respect to a specified number of shares of Common Stock (the Offeror purchases "Election Number") and shall represent at least the Election Number of shares of Common Stock. (c) The stock certificate or certificates that the Founder delivers to the selling Holder pursuant to this Section 2.3 shall be transferred by the Holder to the maker(s) of the Purchase Offer in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Shares from Notice to the Founder, and the Holder shall promptly thereafter remit to the Founder that portion of the sale proceeds to which the Founder is entitled by reason of its participation in such Investorsale. (d) The exercise or non-exercise of the rights of the Founder hereunder to participate in one or more sales of Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred made by the Holders shall not adversely affect their rights to participate in subsequent sales of Preferred Stock by the Holders pursuant to this Section 2.3. 2.4 The rights of the Holders to participate in any sale or transfer by the Founder (a) are subordinate to any right of first refusal in favor of the Company covering the Founder Shares, and (b) shall pertain or apply only to shares as to which any such right of first refusal is not exercised.

Co-Sale Right. 3.1 An Offeror may not (a) Subject to Paragraph 2E(c) of this Agreement, whenever and as often as any party hereto (a “Transferring Shareholder”) desires to sell any Common Stock, 2002 Warrant Shares or Series A Preferred Stock (prior to the delivery of a Dividend Election) (“Triggering Securities”), the Transferring Shareholder shall give written notice (the “Transferring Shareholder Notice”) to each other party hereto that is a holder of Common Stock or any Convertible Security (each, an “Eligible Shareholder”) to such effect, enclosing a copy of the Offered Shares until each written offer (or, if no written offer exists, a detailed written summary of such unwritten offer) specifying the number and type of Triggering Securities which the Transferring Shareholder desires to sell (and, in the case of Triggering Securities other than Common Stock, the number of shares of Common Stock such Triggering Securities are convertible into, or exercisable or exchangeable for), the name of the Investors Person(s) to whom the Transferring Shareholder desires to make such sale and the purchase price per share of Triggering Securities which has been offered in connection with such offer. Each Eligible Shareholder shall have been given the right right, at such Eligible Shareholder’s option, either to (a i) exercise its rights, if any, under Paragraph 2B of this Agreement (if such Paragraph 2B applies to such sale) or (ii) to participate in the sale to the prospective purchaser pursuant to this Paragraph 2E (the “Co-Sale Right”). For the avoidance of doubt, exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date for purposes of the Company Noticethis Paragraph 2E, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered a sale of 2002 Warrants constitutes a sale of 2002 Warrant Shares by the Offeror, a number holder of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”)such Warrants. 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20b) days after the Sale Notice of the An Eligible Shareholder may exercise of the Investor’s his or its Co-Sale Right by giving written notice (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect the “Offeree Shareholder Notice”) to the Offered Shares. 3.3 Selling Shareholder within 20 days after the receipt of the Transferring Shareholder Notice. If any Investor has made a timely exercise of a Eligible Shareholder exercises his or its Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror Transferring Shareholder shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor arrange for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer sale to the prospective purchaser of up to the quantity of Common Stock (including, in the case of Convertible Securities, shares of Common Stock issuable upon the conversion, exercise or purchasers one or more certificates, properly endorsed for transfer, evidencing exchange of such Convertible Securities) held by each Eligible Shareholder delivering an Offeree Shareholder Notice which bears the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination same proportion to the total number of the two shares of Common Stock (and, on a fully diluted as if the Offered Shares included Series A Shares, converted basis) owned by such Eligible Shareholder as the number of Series A Shares comprising Co-Sale shares of Common Stock (including 2002 Warrant Shares). If ) (on a prospective purchaser objects fully diluted as if converted basis) being sold by the Transferring Shareholder bears to the delivery total number of preferred stock shares of Common Stock (including 2002 Warrant Shares) (on a fully diluted as if converted basis) owned by the Transferring Shareholder, at the purchase price per share and on the terms and conditions specified in lieu the Transferring Shareholder Notice. For purposes of this Paragraph 2E(b): If the Transferring Shareholder proposes to sell only Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into an Eligible Shareholder may elect to sell (A) Common Stock and deliver (1) held by such Eligible Shareholder and/or (2) issuable to such Eligible Shareholder upon the conversion, exercise or exchange of Convertible Securities held by such Eligible Shareholder (but only to the extent such Convertible Securities are not subject to vesting at the time of such sale by the Transferring Shareholder), at the purchase price per share specified for the Common Stock as provided above. The Company agrees in the Transferring Shareholder Notice, and/or (B) Convertible Securities held by such Eligible Shareholder (but only to make the extent such Convertible Securities are not subject to vesting at the time of such sale by the Transferring Shareholder), at the purchase price per share of Common Stock specified in the Transferring Shareholder Notice less any consideration payable upon exercise of any such conversion concurrent with Convertible Security multiplied by the actual sale number of shares of Common Stock issuable upon the conversion, exercise or exchange of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Convertible Securities. (c) The Co-Sale Right with respect shall not apply to offered Common Stock (i) the repurchase or offered Series A-1 Shares. 3.5 If redemption by the Investors have not elected Company of any Company Securities held by employees or former employees or their transferees, (ii) any event which is a “liquidation” (as defined in the Articles of Incorporation), (iii) transfers of Company Securities to purchase all any Permitted Transferee, (iv) a pledge of Company Securities to the Available Shares Lenders as acknowledged by the parties hereto pursuant to Section 2Paragraph 6M of this Agreement, (v) any sale of Restricted Stock to Offeree Shareholders pursuant to Paragraph 2B hereof, or (vi) the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion repurchase or redemption of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable shares of Series A Preferred Stock pursuant to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale Articles of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale SharesIncorporation. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell any of (i) To the Offered Shares until each of extent that neither the Investors shall have been given the right (a “Co-Sale Right”), exercisable by Notice delivered to nor the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale their respective First Offer Rights in full with respect to the Offered Shares. 3.3 If any Stock under Sections 2.3(a) through (d) above, then each Investor has made (a timely exercise of a "Co-Sale Right, Investor") that notifies the Selling Stockholder in writing within ten (10) days after the expiration of the Company Refusal Period will have the right to the extent that any prospective purchaser or purchasers prohibits participate in such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights Selling Stockholder's proposed sale of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and Offered Stock on the same terms and conditions as the Offer Terms (the "Co-Sale Right"). Co-Sale Investors shall have the right to include their outstanding shares of Series A Preferred Stock in exercising their Co-Sale Right pursuant to this Section 2.3(e)(i) to the extent that the Offered Stock, when aggregated with all other sales of Offered Stock pursuant to this Section 2.3, represents at least ten percent (10%) of the total Common Stock outstanding as of the date of such sale. (ii) A Co-Sale Investor may include in the proposed transfer described Capital Stock held by such Investor (A) with respect to Series A Preferred Stock, all shares of Series A Preferred Stock held by such Co-Sale Investor, and (B) with respect to all other Capital Stock other than Series A Preferred Stock, in an amount not to exceed the product obtained by multiplying (i) the aggregate number of shares of Offered Stock by (ii) a fraction, the numerator of which is the number of shares of Common Stock Equivalent Shares owned by such Co-Sale Investor immediately before consummation of the proposed Transfer and the denominator of which is, in the aggregate, the total number of shares of Common Stock Equivalent Shares owned by all Investors electing to exercise their Co-Sale NoticeRights immediately prior to the consummation of the proposed Transfer and the total number of Offered Stock that represents Capital Stock owned by the Selling Stockholder immediately prior to the consummation of the proposed Transfer. 3.4 Each (iii) A Co-Sale Investor shall effect its participation in the proposed Transfer by delivering to the Selling Investor shallStockholder, promptly no later than ten (10) days after exercising a Co-Sale RightInvestor's exercise of its Co-Sale Rights, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more stock certificates, properly endorsed for transfertransfer or accompanied by executed stock powers to the prospective transferee, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, representing the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery shares of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Capital Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise that a Co-Sale Right with respect Investor elects to offered Common Stock or offered Series A-1 Sharesinclude in the proposed Transfer. 3.5 If the Investors have not elected to purchase all (iv) Except for representations regarding its ownership of the Available Shares pursuant Capital Stock it requests to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made sell pursuant to this Section 3.5 shall be allocated on 2.3(e), a pro rata basis among Salable Shares and Co-Sale SharesInvestor shall not be required to make any representation or covenant in connection with its participation in the proposed Transfer, and its indemnification obligations shall be limited to the proceeds received by it in such sale. 3.6 On (v) Each stock certificate a Co-Sale Investor delivers to the Selling Stockholder pursuant to subparagraph (iii) above will be transferred to the prospective transferee against payment therefor in consummation of the sale of the Offered Shares Stock pursuant to the Offer Terms, and the Selling Stockholder shall concurrently therewith remit to each Co-Sale Shares, Investor the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such the Co-Sale Investor is entitled by reason of its participation in such sale. To the extent that a Co-Sale Investor desires to include his or its shares of Series A Preferred Stock in exercising its Co-Sale Right, the sales price for such Series A Preferred Stock shall be the Redemption Price (as such term is defined in the Articles of Incorporation). If any prospective purchaser transferee or purchasers prohibit such assignment or otherwise refuse transferees refuse(s) to purchase shares or other securities subject to the Co-Sale Right from a Co-Selling InvestorSale Investor exercising its Co-Sale Rights hereunder, the Offeror shall not no Stockholder may sell any Offered Shares Capital Stock to the such prospective purchaser unlesstransferee or transferees unless and until, simultaneously with such sale, the Offeror such Stockholder purchases the all securities that such Co-Sale Shares from such InvestorInvestor is entitled to sell to the prospective transferee pursuant to their Co-Sale Rights.

Co-Sale Right. 3.1 An Offeror may not a. If any SG/TL Stockholder (a "Selling Stockholder") desires to sell to any proposed transferee (the "Tag-Along Transferee") a number of the Offered Shares until each shares of Common Stock that when taken together with any other shares of Common Stock sold by such Selling Stockholder during the most recent 12 months preceding such time (the "12-Month Period") would constitute more than 50% of the Investors shares of Common Stock collectively owned by the SG/TL Stockholders at the beginning of the 12-Month Period (the "50% Threshold"), the Selling Stockholder shall give notice of the proposed transfer to the FormMaker Stockholder, specifying in such notice the price and other terms of such sale and any other sales during the 12-Month Period. The use of the term "Sale Percentage" herein means the percentage that the sum of such shares of Common Stock proposed to be sold by any Selling Stockholders plus any such shares of Common Stock sold during the 12-Month Period represents of the total number of shares of Common Stock that were owned by such Selling Stockholder at the beginning of the 12-Month Period and that are issuable to the Selling Stockholders at the time of the proposed sale upon the exercise or conversion of any other securities owned of record by them. Any Selling Stockholder shall make effective arrangement (which shall be a condition to any sale to a Tag-Along Transferee) so that the FormMaker Stockholder, if he desires to do so, shall have been given the right (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser Tag-Along Transferee or purchasers (includingto any another transferees arranged by such Selling Stockholder, as applicablewhich transferees may include any SG/TL Stockholder, the Company and any Electing Investors), upon at the same terms price or prices per share and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as involved in such sale or sales by such Selling Stockholder, up to such number of shares of Common Stock then owned by the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver FormMaker Stockholder that is equal to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects shares of Common Stock that are owned of record by such FormMaker Stockholder and that are then issuable to the delivery FormMaker Stockholder upon the exercise or conversion of preferred stock any other securities of the Company, multiplied by the Sale Percentage. The tag-along rights granted to the FormMaker Stockholder in lieu this Section 1.1(a) shall not apply to any transfer by a Selling Stockholder to another SG/TL Stockholder or to any of their Affiliates (a "Permitted Transfer") provided that any such transferee that is not then a party hereto shall agree in writing to become a party to and be bound as a "SG/TL Stockholder" under this Section 1.1(a) by executing a copy of this Agreement and delivering the same to the Secretary of the Company. The determination of whether the 50% Threshold has been reached shall exclude any Permitted Transfers. For purposes of determining whether and the extent to which any SG/TL Stockholder has sold shares of Common StockStock during the 12-Month Period, any Co-Selling Investor shall convert shares that are the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees subject of a binding agreement to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may sell (but not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, sold) during the 6012-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified Month Period shall be included in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Sharesdetermination. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell any of the Offered Shares until Notwithstanding Section 5.1(d), each of the Investors Investor shall have been given the right (a “Co-Sale Right”)right, exercisable by Notice delivered upon written notice to the Company and the Offeror within twenty (20) days from the date of the Company NoticeSelling Shareholder, to sell with a copy to the proposed purchaser or purchasers Company, within thirty (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (2030) days after the Sale Notice receipt of the exercise of the Investor’s Co-Sale Right Transfer Notice (or who has exercised purchase rights under defined in Section 25.1 above), shall to participate in the Transfer of any Transfer Shares that the Investors have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses not agreed to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”)pursuant to Section 5.1 hereof, the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as indicated in the Transfer Notice (or the actual terms of the proposed transfer described Transfer, if more favorable to the Investor). A failure by the Investor to respond within such thirty (30) day period shall be deemed to constitute a decision by such Investor not to exercise its right of co-sale as provided herein. To the extent one or more of the Investors exercise such co-sale right in accordance with the terms and conditions set forth below, the number of Transfer Shares that the Selling Shareholder may Transfer in the Sale Notice.transaction shall be correspondingly reduced. The foregoing co-sale right of each Investor shall be subject to the following terms and conditions: 3.4 (i) Each Co-Selling Investor shall, promptly after exercising a may sell all or any part of its Pro Rata Co-Sale RightShare of Transfer Shares; (ii) If any Investor should sell all or any part of its Pro Rata Co-Sale Share of Transfer Shares to any third party, deliver then the Selling Shareholder may Transfer its Shares only if such third party purchases the Investor’s Shares on no less favorable terms and conditions applicable to the Offeror Selling Shareholder; and (iii) Each Investor shall effect its participation in the sale by promptly delivering to the Selling Shareholder, with a copy to the Company, for transfer Transfer to the prospective purchaser or purchasers one or more certificatesshare certificates in respect of all Shares to be sold and a transfer form signed by the Investor, properly endorsed for transfer, evidencing which indicates the Co-Sale type and number of Shares which such Investor elects to sell (which shall be required to be the same type as the Transfer Shares provided that if the Transfer Shares are Ordinary Shares, Series A-1 an Investor may elect to Transfer Preferred Shares convertible into Co-Sale to the extent that such Investor does not have Ordinary Shares or any combination of the two (andto Transfer); provided, however, that if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Ordinary Share Equivalents in lieu of Common StockOrdinary Shares, any Co-Selling such Investor shall convert the Series A-1 such Ordinary Share Equivalents into Ordinary Shares into Common Stock and deliver Common Stock Ordinary Shares as provided in Section 5.2(a)(iii) above. The Company agrees to make any such conversion concurrent with the actual sale Transfer of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell (i) With respect to any proposed Transfer of shares of Common Stock or Junior Preferred Stock (collectively, the "Transfer Securities") by any Stockholder or any of its Affiliates (collectively, the Offered Shares until "Selling Group"), to a Person (the "proposed purchaser"), other than pursuant to an Exempt Transfer, as defined below, and other than with respect to any Transfer of shares of Class E Common Stock by Xxxxxxx or its affiliates, all other Stockholders (collectively, the "Co-Sale Stockholders") shall each of the Investors shall have been given the right (a “the "Co-Sale Right”") to require the proposed purchaser to purchase from each of them (in lieu of a portion of the Transfer Securities to be sold by the Selling Group) up to the number of shares of Common Stock or Junior Preferred Stock, as the case may be, owned by each such Co-Sale Stockholder that equals the sum of (A) the number determined by multiplying the total number of Transfer Securities by the Pro Rata Portion of such Co-Sale Stockholder and (B) any additional shares of Common Stock or Junior Preferred Stock such Co-Sale Stockholder shall be entitled to Transfer pursuant to Section 4(b)(ii) if any other Co-Sale Stockholder elects not to exercise its rights hereunder. Any shares of Common Stock or Junior Preferred Stock purchased from Co-Sale Stockholders pursuant to this Section 4(b) shall be paid for at the same price per share and upon the same terms and conditions as those in the proposed transfer, it being agreed, however, that such terms and conditions do not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the shares being sold and authority to sell such shares and indemnities directly related thereto. The Selling Group shall notify each Co-Sale Stockholder in writing of each such proposed transfer, which notice (a "Notice of Transfer") shall be delivered at least forty-five (45) days prior to such proposed transfer and shall set forth: (1) the number of shares of Common Stock or Junior Preferred Stock proposed to be transferred, (2) the name and address of the proposed purchaser, (3) the proposed amount and form of consideration and terms and conditions of payment and purchase offered by such proposed purchaser and (4) that the proposed purchaser has been informed of the Co-Sale Right provided for in this Section 4(b) and has agreed to purchase shares of Common Stock or Junior Preferred Stock in accordance with the terms of this Agreement. (ii) The Co-Sale Right may be exercised by any Co-Sale Stockholder by delivery of a written notice to the Selling Group (the "Co-Sale Notice") within thirty (30) days following its receipt of the Notice of Transfer. The Co-Sale Notice shall state the number of shares of Common Stock or Junior Preferred Stock that such Co-Sale Stockholder proposes to include in the proposed transfer, as determined in Section 4(b)(i), exercisable by Notice delivered to plus the Company and the Offeror within twenty (20) days from the date number of the Company Noticeadditional shares of Common Stock or Junior Preferred Stock, if any, that such Co-Sale Stockholder would be willing to sell to the proposed purchaser or purchasers (including, as applicable, in the Company and event that any Electing Investors), upon of the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s other Co-Sale Pro Rata Share of the Offered Shares (the “Stockholders elect not to fully exercise their Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Rights. If any other Co-Sale Right (or who Stockholder has not fully exercised purchase rights under Section 2), shall have thereby waived its Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”)Rights, the Offeror shall not sell to such prospective purchaser maximum amount of additional shares of Common Stock or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases Junior Preferred Stock that each such Co-Sale Shares Stockholder shall be entitled to sell pursuant to Section 4(b)(i) shall be determined by multiplying the total number of shares of Common Stock or Junior Preferred Stock that, under the formula described in Section 4(b)(i), all Co-Sale Stockholders not electing to sell shares in such proposed transfer could have elected to sell to the proposed purchaser but elected not to so sell, by a fraction, the numerator of which is the shares of Common Stock or Junior Preferred Stock owned by the Co-Sale Stockholder electing to sell additional shares of Common Stock or Junior Preferred Stock and the denominator of which is the total number of shares of Common Stock or Junior Preferred Stock owned by all Co-Sale Stockholders that delivered Co-Sale Notices. (iii) If any Co-Sale Notice is received by the Selling Group from any Co-Sale Stockholder during the thirty (30) day period referred to above and the proposed purchaser does not purchase all of the shares of Common Stock or Junior Preferred Stock set forth in each such Co-Sale Notice received by the Selling Investor for the same consideration and Group on the same terms and conditions as specified in the Notice of Transfer, then the Selling Group shall not be permitted to sell any Transfer Securities to the proposed purchaser in the proposed transfer described in the Sale Notice. 3.4 Each or grant any rights with respect thereto. If no Co-Sale Notices are received by the Selling Investor shallGroup during the thirty (30) day period referred to above, promptly the Selling Group shall have the right, for a period of forty-five (45) days after exercising the expiration of the thirty (30) day period during which a Notice of Transfer can be delivered by a Co-Sale RightStockholder, deliver to transfer the Offeror for transfer Transfer Securities specified in the Notice of Transfer referred to in the prospective purchaser or purchasers one or last sentence of the preceding paragraph on terms and conditions no more certificates, properly endorsed for transfer, evidencing favorable than those stated in the Co-Sale Shares, Series A-1 Shares convertible into Notice and in accordance with the provisions of this Section 4. (iv) Each Co-Sale Shares or any combination Stockholder electing to participate in a proposed Transfer shall deliver to the purchaser specified in the Notice of Transfer, against payment of the two total purchase price for the securities to be purchased at the price per share specified in such Notice of Transfer (andwith such price per share to be determined as if all shares of Junior Preferred Stock are converted into shares of Common Stock in the manner set forth in the Junior Certificate of Designation), if the Offered Shares included Series A Shares, a certificate or certificates representing the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery shares of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If Junior Preferred Stock, as the Investors have not case may be, which it has elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made sell pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares4(b), together with appropriate instruments of transfer duly endorsed in blank. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell In the event that Boston University (the "Offeree") receives a bona fide offer from a third party or parties other than the Company or any other Stockholder (the "Purchaser") to purchase in one transaction or in a series of related transactions fifty percent (50%) or more of the Offered Shares until each shares of common stock, $.01 par value, of the Investors shall have been given Company ("Common Stock") currently owned by the right Offeree, measured on a fully diluted basis, taking into account all shares of Common Stock issuable upon exercise or conversion of options, warrants, conversion rights and other rights to acquire equity securities (a “"Convertible Securities") currently held by the Offeree (the "Co-Sale Right”Shares"), exercisable by Notice delivered for a specified price payable in cash or otherwise and on specified terms and conditions (the "Offer"), and the Offeree proposes to sell or otherwise transfer the Co-Sale Shares to the Company and Purchaser pursuant to the Offeror within twenty (20) days from Offer, Mr. Prior shall have the date of the Company Notice, right to sell to the proposed purchaser or purchasers (includingPurchaser, as applicable, the Company and any Electing Investors), upon at the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata price per Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described stated in the Sale Notice. 3.4 Each Co-Selling Investor shallOffer, promptly after exercising a such number of shares of Common Stock (the "Prior Co-Sale Right, deliver Shares") equal to the Offeror Co-Sale Shares multiplied by a fraction, (a) the numerator of which is the aggregate number of shares of Common Stock then owned by Mr. Prior ("Mr. Prior's Shares"), assuming that all Convertible Securities held by Mr. Prior have been exercised or converted, whether or not such Convertible Securities are then exercisable or convertible, and (b) the denominator of which is the aggregate number of shares of Common Stock then outstanding, assuming that all outstanding Convertible Securities have been exercised or converted, whether or not such Convertible Securities are then exercisable or convertible. If the Offer is for transfer the purchase of Convertible Securities, the Offer shall be deemed to be an offer for the prospective purchaser number of shares of Common Stock into which the Convertible Securities are then exercisable or purchasers one or more certificates, properly endorsed convertible for transfer, evidencing purposes of determining the number of the Prior Co-Sale Shares, Series A-1 Shares convertible into and the Offeree shall negotiate with the Purchaser to acquire the Prior Co-Sale Shares or any combination in shares of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock Common Sock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 SharesConvertible Securities. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

Co-Sale Right. 3.1 An Offeror may not sell (a) If at any time Parent intends to sell, assign or transfer any shares of Capital Stock to any third party, unless the Offered Shares until each procedures set forth in Section 2.04 are complied with, the transferee of such shares of Capital Stock must first agree to be bound by the Investors terms and conditions of this Agreement and Parent shall have been given give Combx xxxtten notice (the right (a “"Co-Sale Right”Notice") of such intention to sell, assign or transfer shares of Capital Stock. The Co-Sale Notice shall include (i) a statement of Parent's bona fide intention to sell, assign or transfer shares of Capital Stock; (ii) the name and address of the prospective transferee (the "Buyer"), exercisable by Notice delivered ; (iii) the number of shares of Capital Stock to be sold or transferred; (iv) the Company terms and conditions of the Offeror within twenty contemplated sale or transfer; (20v) days from the purchase price in cash that the Buyer will pay for such shares of Capital Stock; (vi) the expected closing date of the Company transaction; and (vii) such other information as Combx xxx reasonably request to facilitate its decision as to whether or not to exercise the rights granted by this Article II. (b) Combx xxx elect to participate in the contemplated sale or transfer by delivering to Parent a written notice (the "Election Notice, ") within 30 days after receipt of such Co-Sale Notice setting forth the election of Combx xx exercise its right of co-sale. Combx xxx elect to sell or transfer in the contemplated transaction any or all of the Shares. Promptly after receipt of the Election Notice exercising such right, Parent will request the Buyer to amend its offer to provide for the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors)Buyer's purchase, upon the same terms and conditions offered by as those contained in the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share Notice, of all of the Offered Shares elected to be sold by Combx (the “xxe "Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares"). If a prospective purchaser objects the Buyer is unwilling to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected amend its offer to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as in addition to the unsold Offered Shares, which shall not be sold unless first reoffered to shares of Capital Stock described in the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and related Co-Sale Shares. 3.6 On consummation Notice and Parent desires to proceed with the sale, the total number of shares that such Buyer is willing to purchase will be allocated between Parent and Combx xxxh that the sale percentage of Combx' xxtal Shares to be sold by Combx xx Buyer is equal to the Offered Shares percentage 3 38 of Parent's total shares of Capital Stock to be sold by Parent to Buyer. All Capital Stock sold or transferred by Parent and Combx xxxh respect to a single Co-Sale Shares, the Offeror shall transfer Notice will be sold or transferred to the purchaser Buyer in a single closing on the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation terms described in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares Notice, and each such share will receive the same per share consideration. If the Buyer, for whatever reason, declines to purchase any shares from Combx, xxen Parent will not be permitted to sell, assign or transfer any shares of Capital Stock to such InvestorBuyer.