Common use of Co-Sale Right Clause in Contracts

Co-Sale Right. If (a) a Seller other than First Reserve has received a Purchase Offer and not all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the 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 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 Stockholders") shall each have the right, exercisable upon written notice to the Seller within ten (10) days after receipt of the Final Notice, to participate in such sale of Stock on the same terms and conditions as set forth in the Final Notice, up to the total number of shares of Stock for each Co-Sale Stockholder equal to the 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 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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. If (a) a Seller other than First Reserve has received a Purchase Offer To the extent the ROFR and not all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the 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 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 Stockholders") 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 each have the right, exercisable upon delivery of a written notice to the Seller Selling Shareholder, with a copy to the Company and each other ROFR and Co-Sale Right Holder (the “Co-Sale Notice”), within ten fifteen (1015) days after receipt of the Final NoticeFirst Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such the sale of Stock on the remaining Offered Shares at the same price and subject to the same terms and conditions as set forth in the Final Transfer Notice, up to the total number of shares of Stock for each . The Co-Sale Stockholder equal to Notice shall set forth the product of (a) the total number of shares included in the Final Notice; multiplied by Company securities (bcalculated on a fully-diluted and as-converted basis) a quotient found by dividing the total number of shares owned by that such participating ROFR and Co-Sale Stockholder by Right Holder wishes to include in such sale or transfer, which amount shall not exceed the total number of shares owned by the Seller, such Co-Sale Stockholder, Pro Rata Portion (as defined below) of such ROFR and all other Co-Sale Stockholders that are participating in the sale of Stock pursuant to this Section 3.3Right Holder. To the extent any one or more of the ROFR and Co-Sale Stockholders Right Holders exercise such right of participation (each such Co-Sale Stockholder, a "Participating Stockholder")in accordance with the terms and conditions set forth below, the number of shares of Stock Offered Shares that the Seller Selling Shareholder may sell in the transaction shall be correspondingly reduced by reduced. To the aggregate number of shares included extent that any ROFR and Co-Sale Right Holder does not participate 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholdersfull extent of its Co-Sale Pro Rata Portion, or refuses the Selling Shareholder and the participating ROFR and Co-Sale Right Holders shall, within ten (10) days after the expiration of the Co-Sale Right Period, make such adjustments to become the Co-Sale Pro Rata Portion of each participating ROFR and Co-Sale Right Holder so that any remaining Offered Shares may be allocated to other participating ROFR and Co-Sale Right Holders on a party pro rata basis. The co-sale right of each ROFR and Co-Sale Right Holder shall be subject to this Agreement. This Section 3.3 shall not apply to any Permitted Transfer or to a Transfer covered by Section 3.5.the following terms and conditions:

Co-Sale Right. If Notwithstanding anything to the contrary herein, if the Disposing Shareholder shall sell the Offered Shares subject to the Disposition Notice to the Bona Fide Purchaser, the Disposing Shareholder shall notify in writing (athe “Outside Sale Notice”) a Seller other than First Reserve has received a Purchase Offer and not all of the Stock covered by such Purchase Offer has been purchased each Offeree that declines or is deemed pursuant to Section 3.24.2(a) to have waived its Right of First Refusal (collectively, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5“Non-Electing Offerees”), then the Seller or First Reserve, as the case may be, and no such sale shall deliver the Sale Notice be made unless and until each Non-Electing Offeree (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 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 "“Eligible Co-Sale Stockholders"Shareholder”) shall each have been afforded the right, right exercisable upon written notice to the Seller Company and the Disposing Shareholder within ten twenty (1020) days after receipt of the Final Outside Sale Notice, to participate in such the sale of Stock Shares at the same time and on the same terms and conditions as set forth in under which the Final Notice, up Disposing Shareholder will sell the Offered Shares to the total number of shares of Stock for each Bona Fide Purchaser. Each such Eligible Co-Sale Stockholder Shareholder may sell all or any part of that number of Shares (the “Co-Sale Shares”) held by such Eligible Co-Sale Shareholder equal to the product of obtained by multiplying (ax) the total aggregate number of shares included in Offered Shares covered by the Final Notice; multiplied relevant Disposition Notice(s) by (by) a quotient found by dividing fraction the total numerator of which is the number of shares Shares (on an as converted, fully-diluted basis) at the time owned by such Eligible Co-Sale Stockholder by Shareholder and the total denominator of which is the sum of the aggregate number of shares 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 Seller, such Co-Sale Stockholder, and all other Co-Sale Stockholders that are participating in the sale of Stock pursuant to this Section 3.3Disposing Shareholder. To the extent any that Co-Sale Stockholders exercise such right Shareholders participate in the subject sale of participation (each such Co-Sale StockholderOffered Shares hereunder, a "Participating Stockholder"), the Disposing Shareholder shall be required to proportionately reduce the number of shares of Stock that the Seller may sell in the transaction shall be correspondingly reduced by the aggregate number of shares its Shares included in the transaction by all Participating StockholdersOffered Shares. Each Participating Stockholder No Transfer of the Offered Shares shall effect its participation be made on terms and conditions, including the form of consideration, different from those contained in the sale by promptly delivering to Seller for transfer Disposition Notice unless the Disposing Shareholder re-offers the Offered Shares subject to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) Disposition Notice to the participation of the Participating Stockholders Shareholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or refuses to become a party to accordance with this Agreement. This Section 3.3 shall not apply to any Permitted Transfer or to a Transfer covered by Section 3.54.3.

Co-Sale Right. If (a) a If any Seller holding more than 5% of the outstanding Common Stock (or equivalent) of the Company desires to Transfer Stock (other than First Reserve has received a Purchase Offer and not Permitted Transfer), then such Seller shall deliver the Notice to all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the Sale Notice (the "Final Notice") to the other Stockholders. If Each Stockholder party hereto shall have the Final Notice is sent by a Seller other than First Reservepro rata right, it shall include a statement as to based on the total 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 Stockholders") shall each have the rightheld by such Stockholder, exercisable upon written notice to the Seller within ten fifteen (1015) days after receipt of the Final Notice, to participate in such sale Transfer of Stock on the same terms and conditions as set forth in the Final Noticeconditions, up to the total number of shares of Stock for each Co-Sale Stockholder equal to the 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 a "Co-Sale Stockholder, a "Participating Stockholder"), ) the number of shares of Stock that the Seller may sell or otherwise dispose of in the transaction Transfer shall be correspondingly reduced so that the maximum number of shares of Stock sold or otherwise disposed of in the Transfer by the aggregate Seller or a Co-Sale Stockholder under this Section 4.2 shall be the number found by multiplying the total number of shares included in the transaction Notice, 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 Participating StockholdersCo-Sale Stockholders exercising such rights in the aggregate (on a fully diluted basis). Each Participating Co-Sale Stockholder shall effect its participation in the sale Transfer by promptly delivering to Seller for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which that represent the number of shares of Stock which such Participating Co-Sale Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Co-Sale Stockholders in the contemplated transfer Transfer and will not transfer Transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to participation of the Participating Co-Sale Stockholders, or refuses to become a party to this Agreement. This Section 3.3 shall not apply to any Permitted Transfer or to Agreement as a Transfer covered by Section 3.5Stockholder.

Co-Sale Right. If (a) a If any Seller holding more than 5% of the outstanding Common Stock (or equivalent) of the Company desires to Transfer Stock (other than First Reserve has received a Purchase Offer and not Permitted Transfer), then such Seller shall deliver the Notice to all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the Sale Notice (the "Final Notice") to the other Stockholders. If Each Stockholder shall have the Final Notice is sent by a Seller other than First Reservepro rata right, it shall include a statement as to based on the total 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 Stockholders") shall each have the rightheld by such Stockholder, exercisable upon written notice to the Seller within ten fifteen (1015) days after receipt of the Final Notice, HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION APPENDIX VIII-15 to participate in such sale Transfer of Stock on the same terms and conditions as set forth in the Final Noticeconditions, up to the total number of shares of Stock for each Co-Sale Stockholder equal to the 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 a "Co-Sale Stockholder, a "Participating Stockholder"), ) the number of shares of Stock that the Seller may sell or otherwise dispose of in the transaction Transfer shall be correspondingly reduced so that the maximum number of shares of Stock sold or otherwise disposed of in the Transfer by the aggregate Seller or a Co-Sale Stockholder under this Section 3.3 shall be the number found by multiplying the total number of shares included in the transaction Notice, 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 Participating StockholdersCo-Sale Stockholders exercising such rights in the aggregate (on a fully diluted basis). Each Participating Co-Sale Stockholder shall effect its participation in the sale Transfer by promptly delivering to Seller for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which that represent the number of shares of Stock which such Participating Co-Sale Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Co-Sale Stockholders in the contemplated transfer Transfer and will not transfer Transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to participation of the Participating Co-Sale Stockholders, or refuses to become a party to this Agreement. This Section 3.3 shall not apply to any Permitted Transfer or to Agreement as a Transfer covered by Section 3.5Stockholder.

Co-Sale Right. If (ai) 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 "Selling Group"), to a Seller other than First Reserve has received a Purchase Offer and not all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the Sale Notice Person (the "Final Noticeproposed purchaser") to the other Stockholders. If the Final Notice is sent by a Seller ), other than First Reservepursuant to an Exempt Transfer, it shall include a statement as defined below, and other than with respect to the number any Transfer of shares of Class E Common Stock to be purchased pursuant to Section 3.2 by Xxxxxxx or its affiliates, all other Stockholders (if any). Subject to the terms and conditions of this Section 3.3collectively, the Stockholders who are not Sellers (the "Co-Sale Stockholders") shall each have the right, exercisable upon written notice right (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 Seller within ten 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 (10A) days after receipt the number determined by multiplying the total number of Transfer Securities by the Final Notice, 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 participate in such sale 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 on 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 set forth those in the Final Noticeproposed transfer, up 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 total number of shares of Stock for being sold and authority to sell such shares and indemnities directly related thereto. The Selling Group shall notify each Co-Sale Stockholder equal to the product in writing 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 Stockholderproposed transfer, which notice (a "Participating StockholderNotice 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 Seller may sell proposed purchaser has been informed of the Co-Sale Right provided for 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 this Section 4(b) and has agreed to Seller for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of purchase shares of Common Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain Junior Preferred Stock in accordance with the agreement terms of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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. If (a) If at any time any Stockholder (a Seller other than First Reserve has received a Purchase Offer and not “Selling Stockholder”) desires to Transfer all or any part of the Stock covered 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 Purchase Offer Selling Stockholder has been purchased complied with the provisions of Section 2.3 hereof, such Selling Stockholder shall give notice in writing to each of the Investors (the “Remaining Investors”) of his or its intention to proceed with the transaction as permitted pursuant to Section 3.2, or 2.3 hereof (b) if First Reserve wishes the “Co-Sale Offer”). Each Remaining Investor shall have the right to Transfer Stock other than a Transfer sell to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First ReserveBuyer, as the case may be, shall deliver the Sale Notice (the "Final Notice") a condition to the other Stockholders. If sale by the Final Notice is sent Selling Stockholder, at the same price per share and on the same terms and conditions as involved in the sale by such Selling Stockholder, up to a Seller other than First Reservenumber of shares of Stock equal to the product of (i) the quotient determined by dividing the Percentage Interest of such Remaining Investor, it shall include a statement as 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 purchased pursuant sold in the contemplated Transfer. For purposes of the foregoing, unless the Selling Stockholder is selling Preferred Stock or the Buyer agrees to Section 3.2 (if any). Subject to purchase Preferred Stock from the terms and conditions of this Section 3.3Remaining Investors, the Stockholders who are not Sellers (Remaining Investors may only sell Common Stock. Furthermore, if the "Co-Sale Stockholders") shall each have the right, exercisable upon written notice to the Seller within ten (10) days after receipt of the Final Notice, to participate in such sale of Stock on the same terms and conditions as set forth in the Final Notice, up to the total number of Selling Stockholder is selling shares of Preferred Stock for each Coof any given series, the Remaining Investors’ co-Sale Stockholder equal sale rights granted pursuant hereto shall be limited to the 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 only that series proposed 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 Stock that the Seller may sell in the transaction shall be correspondingly reduced sold 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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 3.5Selling Stockholder.

Co-Sale Right. If any Primary Stockholder (aa "Selling Stockholder") a Seller other than First Reserve has received a Purchase Offer and not all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes proposes to Transfer Stock all or any portion of such holder's Common Equivalents other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5Permitted Transfer, then the Seller or First Reserve, as the case may be, such Selling Stockholder shall deliver the Sale Notice give written notice thereof (the "Final Selling Stockholder's Notice") to each Investor Stockholder that then owns at least twenty-five percent (25%) of the other StockholdersCommon Equivalents purchased by it pursuant to the Purchase Agreement, determined on a Fully Diluted basis. If The Selling Stockholder's Notice shall describe the Final Notice Common Equivalents subject to Transfer and the terms and conditions of such Transfer. Upon receipt of a Selling Stockholder's Notice, each Investor Stockholder, by giving written notice to the Selling 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 its Common Equivalents equal to the product of (i) the number of Common Equivalents (based on the number shares of Common Stock, determined on a Fully Diluted basis, represented thereby) to be Transferred by the Selling Stockholder in connection with such Transfer, multiplied by (ii) a fraction, the numerator of which is sent by a Seller other than First Reserve, it shall include a statement as to the number of shares of Stock Common Stock, determined on a Fully Diluted basis, then owned by such Investor Stockholder immediately prior to giving effect to such Transfer and the denominator of which is the aggregate number of shares of Common Stock, determined on a Fully Diluted basis, then owned by the Primary Stockholders and the Investor Stockholders immediately prior to giving effect to such Transfer. Such Transfer shall 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 Stockholders") shall each have the right, exercisable upon written notice to the Seller within ten (10) days after receipt of the Final Notice, to participate in such sale of Stock made on the same terms and conditions as set forth described in the Final Selling Stockholder's Notice; provided, up to however, the total sale price for Common Equivalents included in such sale shall be determined net of any applicable exercise or conversion price. The number of shares of Stock for each Co-Sale Stockholder equal to the product of Common Equivalents (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"), based on the number of shares of Common Stock that represented thereby) to be Transferred by the Seller may sell Selling Stockholder in the transaction connection with such Transfer shall be correspondingly reduced by the aggregate a 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 one or more certificates, properly endorsed for transfer, which represent Common Equivalents (based on the number of shares of Common Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain represented thereby) Transferred by the agreement of the prospective transferee(s) to the participation of the Participating Investor Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or refuses to become a party pursuant to this Agreement. This Section 3.3 shall not apply to any Permitted Transfer or to a Transfer covered by Section 3.53.

Co-Sale Right. If (a) a Seller other than First Reserve has received a Purchase Offer and not all 9.2.1 Subject to the terms of the Stock covered by such Purchase Offer has been purchased AOA and Article 9.1 hereof, and without restricting the right of any of the Current Investor and/or the Institutional Investors to exercise its right of first refusal pursuant to Section 3.2the AOA, or with respect to the Proposed Transfer (bas defined in the AOA, the same below) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth Offer Shares (as defined in Section 3.5the AOA, then the Seller same below), if any of the Current Investor and/or the Institutional Investors fails to exercise the right of first refusal under the AOA, such party who fails to exercise the right shall have the right, but no obligation, to transfer, at its sole discretion, a certain number of the Offer Shares together with the Transferor (as defined in the AOA, the same below) on the same conditions and terms and at the same prices as provided in the transfer notice (such right being the “Co-Sale Right”). The number of shares of the Target Company each of the Current Investor or First Reserve, as the case may be, Institutional Investors is entitled to sell by exercising its Co-Sale Right shall deliver be calculated by multiplying the Sale Notice (the "Final Notice") to the other Stockholders. If the Final Notice is sent Offer Shares by a Seller other than First Reservefraction, it the numerator of which shall include a statement as to be the number of shares of 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 Target Company held by such party (the "Co-Sale Stockholders") shall each have Current Investor or the right, exercisable upon written notice to the Seller within ten (10) days after receipt of the Final Notice, to participate in such sale of Stock on the same terms and conditions as set forth in the Final Notice, up to the total number of shares of Stock for each Co-Sale Stockholder equal to the 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 StockholderInstitutional Investor), and all other Co-Sale Stockholders that are participating in the sale denominator of Stock pursuant to this Section 3.3. To which shall be the extent any Co-Sale Stockholders exercise such right sum of participation (each such Co-Sale Stockholder, a "Participating Stockholder"), the number of shares of Stock the Target Company held by the Transferor and all the parties (the Current Investor or the Institutional Investor) that intend to exercise the Seller may sell Co-Sale Right. If the Current Investor and/or the Institutional Investors elects to exercise the Co-Sale Right, it shall send a written notice within thirty (30) Business Days after the Offer Period (as defined in the transaction shall be correspondingly reduced by AOA, 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 one or more certificates, properly endorsed for transfersame below), which represent shall specify the number of shares of Stock which such Participating Stockholder involved in the Co-Sale Right it elects to sellexercise. The Seller will use hisSuch written notice is irrevocable, herand shall be binding on the Current Investor and/or Venture Capital Shareholders for their transfer of such shares based on the terms, or its best efforts conditions and prices set forth in the Transfer Notice (as defined in the AOA, the same below). If the Current Investor and/or the Institutional Investors elects to obtain exercise the agreement Co-Sale Right, the Transferor shall take such actions including without limitation, reducing the proportion of the prospective transferee(s) shares it intends to sell, so as to help the participation realization of the Participating Stockholders Co-Sale Right. If the Transferor, third party (in the contemplated case of Proposed Transfer) or the proposed Transferee (in the case of accepted offer defined in the AOA) identified in the Transfer Notice does not accept the exercise of the Co-Sale Right by the Current Investor and/or Institutional Investors, such offer of share transfer shall be invalid and will not all the expected transfer shall be null; no Transferor shall transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or refuses to become a party to this Agreement. This Section 3.3 shall not apply Offer Shares to any Permitted Transfer third party or to a Transfer covered by Section 3.5the Transferee.

Co-Sale Right. If (a1) a Seller other than First Reserve has received a Purchase Offer and not all Subject to Article 2.1 hereof, when I-Mab HK (including any Affiliate of I-Mab HK who acquires equity of the Stock covered Company through Exempt Transfer pursuant to Article 2.1 (i) hereof) and/or any the Management member and/or the Management Holdco and/or the ESOP Holdco propose to transfer any equity of the 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 the right to, within five (5) Working Days after expiration of the First RoFR Exercise Period, respond in writing to the Company and I-Mab HK and/or any Management member and/or the Management Holdco and/or the ESOP Holdco (as the Selling Shareholder(s)) requesting to participate in the sale of equity of the Company by such Purchase Offer has been purchased pursuant to Section 3.2, or (bSelling Shareholder(s) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve under the same conditions of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the Sale Notice sale (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 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 Stockholders") Rights”). Except for the situation described in Article 3.3 (2), the amount of equity that any Investor who intends to exercise the Co-Sale Rights by participating in the sale shall each have not exceed the right, exercisable upon written notice to the Seller within ten (10) days after receipt product of the Final Noticefollowing: (i) the quantity of the Offered Equity, multiplied by (ii) a fraction, the numerator of which is the amount of equity of the Company held by the Investor who intends to participate in such sale exercise the Co-Sale Rights, the denominator of Stock on the same terms and conditions as set forth in the Final Notice, up to which is the total number of shares equity of Stock for each the Company held by all Investors of the same round who intend to exercise the Co-Sale Stockholder equal Rights and the 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 agree to the product above-mentioned co-sale by the Investors; if the Proposed Transferee does not agree to the above-mentioned co-sale, the said Selling Shareholder(s) shall not transfer Offered Equity to the Proposed Transferee unless prior written consent of (a) the total number of shares included in Investors who intend to exercise the Final Notice; multiplied by (b) a quotient found by dividing the total number of shares owned by such Co-Sale Stockholder Rights is obtained or the said Selling Shareholder(s) agree to purchase the equity to be sold by the total number of shares owned by Investors who intend to exercise the Seller, such Co-Sale Stockholder, Rights at the same price and all other Co-Sale Stockholders that are participating in the sale of Stock pursuant to this Section 3.3conditions. 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 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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. If (a) the Transferring Shareholder is a Seller other than holder of Ordinary Shares, then each Investor who does not exercise its Right of First Reserve has received a Purchase Offer and not all of the Stock covered by such Purchase Offer has been purchased Refusal pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, 5.1 above shall deliver the 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 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 Stockholders") shall each have the right, exercisable upon written notice to the Seller Transferring Shareholder within ten (10) 20 days after receipt of the Final Noticedate the Transfer Notice is delivered to the Investors, to participate in such the sale of Stock Offered Securities on substantially the same terms and conditions as set forth in the Final Notice, up Transferring Shareholder to the total number extent of shares of Stock for each that Investor’s Co-Sale Stockholder equal Ratio with respect to its Offered Securities (the product of (a) “Co-Sale Right”), provided, however, that the total number of shares included in Series B Investors, the Final Notice; multiplied by (b) Series C Investors and MSPE shall be entitled, on a quotient found by dividing the total number of shares owned by pro rata basis, to exercise such Co-Sale Stockholder by Right and to participate in any aforesaid sale of the total number of shares owned by the SellerOffered Securities in priority to any other Investors, and further provided that such Co-Sale StockholderRight shall not apply to any sale of the Offered Securities to an Investor pursuant to the exercise of the Right of First Refusal of such Investor under Section 5.1, and all other or the Right of First Refusal With Respect to Preferred Shares of such Investor under Section 5.2. Each notice of an exercise of the 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"), Right shall state the number of shares of Stock 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 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 Investor’s Co-Sale Ratio with respect to the prospective purchaser one or more certificatesOffered 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, properly endorsed for transferthe 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 their Co-Sale Right, which represent and (ii) shall, at the request of any Investor, reduce the number of shares of Stock which such Participating Stockholder elects the Offered Securities to sell. The Seller will use his, her, or its best efforts to obtain be sold by the agreement number of shares of the prospective transferee(s) Offered Securities that such Investor wishes to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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 3.5sell under its Co-Sale Right.

Co-Sale Right. If (a) a Seller If the Offered Securities (when taken together with any Shares Transferred by any Selling Shareholder(s) during the six (6) months prior to the date of the Sales Notice) constitute at least one percent (1%) of the Outstanding Shares on the date of the Sales Notice, then each Minority Shareholder other than First Reserve any Offeree Shareholder that has received exercised its rights under Section 10.3 (a Purchase Offer and not all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the 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 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 Stockholders"“Non- Purchasing Shareholder”) shall each have the right, exercisable upon written notice (“Co-Sale Notice”) to the Seller Selling Shareholder(s) with a copy to the Company, within ten sixty (1060) days after receipt of the Final Sales Notice, to participate in such sale or transfer of Stock on Offered Securities, by selling or Transferring the same terms and conditions as set forth type of Shares (“Equivalent Shares”) held by the Non-Purchasing Shareholder to the proposed transferee(s) named in the Final Notice, up applicable Sales Notice and/or the Offeree Shareholders who have exercised their rights under Section 10.3 with respect to the total number of shares of Stock for each Offered Shares. Such Non-Purchasing Shareholder’s Co-Sale Stockholder equal to Notice shall indicate the product of (a) the total number of shares included Equivalent Shares (up to that number determined in the Final Notice; multiplied by (bSection 10.4(b)) a quotient found by dividing the total number of shares owned by such CoNon-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 Purchasing Shareholder wishes to this Section 3.3sell. To the extent any one or more Non-Purchasing Shareholders exercise such right to sell Equivalent Shares pursuant to a Co-Sale Stockholders exercise such right of participation (each such Co-Sale Stockholder, a "Participating Stockholder")Notice, the number of shares of Stock Offered Securities that the Seller each Selling Shareholder may sell in the transaction shall be correspondingly reduced as set forth in Section 10.4(b). For the avoidance of doubt, there shall be no obligation to comply with the procedures in Section 10.1 through Section 10.3 with respect to the Transfer of Equivalent Shares by a Non-Purchasing Shareholder pursuant to this Section 10.4. (b) Each Non-Purchasing Shareholder and Selling Shareholder may sell all or any part of that number of Equivalent Shares or Offered Securities, as the case may be, equal to the product (rounded to the nearest whole Share) obtained by multiplying: (i) the aggregate number of shares included Offered Securities; by (ii) a fraction: (A) the numerator of which is the total number of Outstanding Shares held by such Non-Purchasing Shareholder or Selling Shareholder, as the case may be, on the date of the Sales Notice and (B) the denominator of which is the total number of Outstanding Shares held collectively by all Non-Purchasing Shareholders and all Selling Shareholders as of the date of the Sales Notice. (c) The Transfer of Equity Securities by the Selling Shareholder(s) and the Non- Purchasing Shareholder(s) shall be carried out simultaneously. To the extent that any prospective transferee prohibits such assignment or otherwise refuses to purchase the Equivalent Shares from any Non-Purchasing Shareholder in the transaction by all Participating Stockholders. Each Participating Stockholder shall effect exercise of its participation in rights of co-sale hereunder, the sale by promptly delivering to Seller for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(sSelling Shareholder(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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 3.5.33

Co-Sale Right. If (a) a Seller other than First Reserve has received a Purchase Offer and not all of the 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 an any FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the 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 Stockholders") shall each have the right, exercisable upon written notice to the Seller within ten (10) days after receipt of the Final Notice, to participate in such sale of Common Stock on the same terms and conditions as set forth in the Final Notice, up to the total number of shares of Common Stock for each Co-Sale Stockholder equal to the 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Common Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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. If (a1) a Seller other than First Reserve has received a Purchase Offer and not all Subject to Article 2.1 hereof, when I-Mab HK (including any Affiliate of I-Mab HK who acquires equity of the Stock covered 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 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 the right to, within five (5) Working Days after expiration of the First RoFR Exercise Period, respond in writing to the Company and I-Mab HK and/or any Management member and/or the Management Holdco and/or the ESOP Holdco (as the Selling Shareholder(s)) requesting to participate in the sale of equity of the Company by such Purchase Offer has been purchased pursuant to Section 3.2, or (bSelling Shareholder(s) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve under the same conditions of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the Sale Notice sale (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 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 Stockholders") Rights”). Except for the situation described in Article 3.3(2), the amount of equity that any Investor who intends to exercise the Co-Sale Rights by participating in the sale shall each have not exceed the right, exercisable upon written notice to the Seller within ten (10) days after receipt product of the Final Noticefollowing: (i) the quantity of the Offered Equity, multiplied by (ii) a fraction, the numerator of which is the amount of equity of the Company held by the Investor who intends to participate in such sale exercise the Co-Sale Rights, the denominator of Stock on the same terms and conditions as set forth in the Final Notice, up to which is the total number of shares equity of Stock for each the Company held by all Investors who intend to exercise the Co-Sale Stockholder equal Rights and the 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 agree to the product above-mentioned co-sale by the Investors; if the Proposed Transferee does not agree to the above-mentioned co-sale, the said Selling Shareholder(s) shall not transfer Offered Equity to the Proposed Transferee unless prior written consent of (a) the total number of shares included in Investors who intend to exercise the Final Notice; multiplied by (b) a quotient found by dividing the total number of shares owned by such Co-Sale Stockholder Rights is obtained or the said Selling Shareholder(s) agree to purchase the equity to be sold by the total number of shares owned by Investors who intend to exercise the Seller, such Co-Sale Stockholder, Rights at the same price 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 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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 3.5conditions.

Co-Sale Right. If 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) a Seller other than First Reserve has received a Purchase Offer and not the statement of the Initial Limited Partner’s bona fide intention to sell or transfer all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2its Class A Units, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve known, the name of the Compelled Transfer rights set forth in Section 3.5prospective transferee, then the Seller or First Reserve, as the case may be, shall deliver the Sale Notice (the "Final Notice"c) 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 Stock Class A Units to be purchased pursuant to Section 3.2 sold or transferred, (if any). Subject to d) the terms and conditions of this Section 3.3the contemplated sale or transfer, (e) the Stockholders who are not Sellers 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 Stockholders"Notice”) shall each have the right, exercisable upon written notice to the Seller Initial Limited Partner within ten (10) 45-days after the delivery of the Notice of Sale. Promptly after receipt of the Final Co-Sale Notice, the Initial Limited Partner will use its commercially reasonable efforts to participate cause the buyer(s) to agree to purchase all of the Class A Units elected to be sold by the Partner at a purchase price and on terms equal to the per Class A Unit purchase price and terms specified in the Notice of Sale. If the proposed transferee does not wish to purchase all of the Class A Units made available by the Initial Limited Partner and the Partner, then the number of Class A Units to be sold by the Partner and the Initial Limited Partner to the proposed transferee shall be 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 Partner’s participation in any such sale that results in the Partner holding fewer than 100 Class A Units. If the Partner does not elect to sell its Class A Units pursuant to this Section 8.11 by delivering a Co-Sale Notice within the 45-day period described above, then the Initial Limited Partner shall be entitled to sell to the proposed transferee that number of Stock on Class A Units described in the same Notice of Sale under the terms and conditions as set forth in the Final Notice, up to the total number Notice of shares of Stock for each Co-Sale Stockholder equal to the 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 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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 3.5Sale.

Co-Sale Right. If (ai) any Holder proposes to Transfer any Shares ------------- pursuant to a Seller other than First Reserve has received a Purchase Offer bona fide written offer in accordance with the provisions of Section 3.2 and not all of this Section 3.3, and neither the Stock covered by such Purchase Offer has been purchased Company nor the Other Holders have elected to purchase the Offered Shares pursuant to Section 3.2, or (bii) if First Reserve wishes any Holder proposes to Transfer Stock other than any Shares pursuant to a Transfer to an FRC Affiliate Control Block Sale or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5Private Sale to a Designated Competitor, then each Other Holder that is a Senior Holder or a Parker Holder shall have the Seller or First Reserve, as the case may be, shall deliver the right ("Co-Sale Notice (the "Final NoticeRight") to require the other Stockholders. If ------------- Proposed Purchaser to purchase from such Other Holder at the Final Notice is sent by same price per share and, except as otherwise provided in the second sentence of this subsection 3.3(a), upon the same terms and conditions as such Proposed Sale, up to a Seller other than First Reserve, it shall include a statement as number of Shares equal to the product of the number of shares of Stock Offered Shares proposed to be purchased pursuant to Section 3.2 (if any). Subject to the terms and conditions of this Section 3.3Transferred by such Offering Holder multiplied by a fraction, the Stockholders who are not Sellers numerator of which is the total number of Shares owned by such Other Holder and the denominator of which is the total number of Shares owned by the Offering Holder and by all Other Holders (the "Co-Sale StockholdersHolders") shall each have the right, exercisable upon written notice to the Seller within ten (10) days after receipt of the Final Notice, who elect to participate --------------- in such sale Proposed Sale; provided, however, that if such Proposed Sale, by itself or together with any one or more other past Transfers or Proposed Sales (regardless of Stock on the same terms and conditions as set forth in the Final Noticewhether such Transfers were Permitted Transfers), up to the total number would constitute a Change of shares of Stock for Control, then each Co-Sale Stockholder equal Holder may elect to require the 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 Offeror to purchase from such Co-Sale Holder any or all Shares held by such Co-Sale Stockholder Holder without regard to the foregoing formula limitation. The other terms and conditions on which the Co-Sale Holders shall be entitled to Transfer their shares pursuant to this Section 3.3 shall be, as nearly as reasonably practicable, the same as those applicable to the proposed Transfer by the total number of shares owned Offering Stockholder; provided, however, that no Co-Sale Holder shall be required to make (i) any representations or warranties to, or enter into any indemnification or contribution arrangements with, the Proposed Purchaser relating to the proposed Transfer other than a representation and warranty with respect to the Shares being Transferred 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 Stock Holder that the Seller may sell in the transaction shall Transferee of such Shares is receiving good and marketable title to such Shares, free and clear of all pledges, security interests, charges, voting arrangements, restrictions on or conditions to Transfer, voting or exercise or enjoyment of any right or beneficial interest, options, rights of first refusal and other Liens, other than any created by this Agreement or (ii) comply with terms or conditions which can reasonably be correspondingly reduced met only 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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 3.5Offering Holder.

Co-Sale Right. If (a) a Seller other than First Reserve has received a Purchase Offer and not all No 25% Owner shall transfer any shares of capital stock of the Stock covered Company constituting at least fifty-one percent (51%) of the aggregate issued and outstanding capital stock of the Company on a fully diluted basis (assuming exercise, exchange or conversion of all options, warrants and other securities which may be converted into or exchanged or exercised for shares of capital stock of the Company) (“Capital Stock”), in any one or more transactions, until such 25% Owner notifies each Shareholder of the proposed transaction and gives each Shareholder the opportunity to include such Shareholder’s Shares in the sale to the proposed transferee, upon the same terns and conditions offered to the 25% Owner by such Purchase Offer has been purchased pursuant transferee. The number of shares of Capital Stock that the 25% Owner and each Shareholder shall be entitled to Section 3.2have included in such sale will be a number determined by multiplying the number of shares of Capital Stock initially proposed to be sold by the 25% Owner by a fraction, the numerator of which is the total number of shares of Capital Stock owned by such 25% Owner or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First ReserveShareholder, as the case may be, shall deliver and the Sale Notice (the "Final Notice") to the other Stockholders. If the Final Notice denominator of which is sent by a Seller other than First Reserve, it shall include a statement as to the number of shares of 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 Stockholders") shall each have the right, exercisable upon written notice to the Seller within ten (10) days after receipt of the Final Notice, to participate in such sale of Stock on the same terms and conditions as set forth in the Final Notice, up to the total number of shares of Capital Stock for each then owned by all Shareholders and the 25% Owner. Each Shareholder shall have a period of 5 days (the “Co-Sale Stockholder equal Offer Period”) from the date on which notice of such opportunity is received to give the product 25% Owner written notice of (a) its desire to participate in such sale, stating in such notice the total number of shares included in Shares desired to be sold; and if no such notice is given within 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 SellerOffer Period, such Shareholder shall be deemed to have chosen not to participate. If during the Co-Sale StockholderOffer Period, and any Shareholders choose not to participate in such a sale, in whole or in part, the 25% Owner shall promptly notify all other participating Shareholders and such other Shareholders shall have the right, for a 5-day period beginning on the first day after the expiration of the Co-Sale Stockholders that are participating in Offer Period, to increase the sale number of Stock Shares they may sell pursuant to this Section 3.3. To Article V, so that each Shareholder and the extent any Co-Sale Stockholders exercise 25% Owner get to sell additional shares in such right of participation (each such Co-Sale Stockholder, a "Participating Stockholder"), transaction in the number of shares of Stock that same proportion as the Seller may Shares they are permitted to sell in the such 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 pursuant to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number second sentence of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholders, or 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 3.5section.

Co-Sale Right. If (a) a Seller other than First Reserve has received a Purchase Offer To the extent the ROFR and not all of the Stock covered by such Purchase Offer has been purchased pursuant to Section 3.2, or (b) if First Reserve wishes to Transfer Stock other than a Transfer to an FRC Affiliate or a Transfer resulting in an exercise by First Reserve of the Compelled Transfer rights set forth in Section 3.5, then the Seller or First Reserve, as the case may be, shall deliver the 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 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 Stockholders") 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 each have the right, exercisable upon written notice to the Seller Selling Shareholder, the Company and each other ROFR and Co-Sale Right Holder (the “Co-Sale Notice”) within ten fifteen (1015) days after receipt of the Final NoticeFirst Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of Stock on the Offered Shares at the same price and subject to the same terms and conditions as set forth in the Final Transfer Notice, up to the total number of shares of Stock for each . The Co-Sale Stockholder equal to Notice shall set forth the product of (a) the total number of shares included in the Final Notice; multiplied by Company securities (bon an as-converted to Ordinary Shares basis) a quotient found by dividing the total number of shares owned by that such participating ROFR and Co-Sale Stockholder by Right Holder wishes to include in such sale or transfer, which amount shall not exceed the total number of shares owned by the Seller, such Co-Sale Stockholder, Pro Rata Portion (as defined below) of such ROFR and all other Co-Sale Stockholders that are participating in the sale of Stock pursuant to this Section 3.3Right Holder. To the extent any one or more of the ROFR and Co-Sale Stockholders Right Holders exercise such right of participation (each such Co-Sale Stockholder, a "Participating Stockholder")in accordance with the terms and conditions set forth below, the number of shares of Stock Offered Shares that the Seller Selling Shareholder may sell in the transaction shall be correspondingly reduced by reduced. To the aggregate number of shares included extent that any ROFR and Co-Sale Right Holder does not participate 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 one or more certificates, properly endorsed for transfer, which represent the number of shares of Stock which such Participating Stockholder elects to sell. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the prospective transferee(s) if such transferee(s) refuses to allow the sale to the Participating Stockholdersfull extent of its Co-Sale Pro Rata Portion, or refuses the Selling Shareholder and the participating ROFR and Co-Sale Right Holders shall, within ten (10) days after the end of the Co-Sale Right Period, make such adjustments to become the Co-Sale Pro Rata Portion of each participating ROFR and Co-Sale Right Holder so that any remaining Offered Shares may be allocated to other participating ROFR and Co-Sale Right Holders on a party pro rata basis. The co-sale right of each ROFR and Co-Sale Right Holder shall be subject to this Agreement. This Section 3.3 shall not apply to any Permitted Transfer or to a Transfer covered by Section 3.5.the following terms and conditions: