Common use of Co-Sale Right Clause in Contracts

Co-Sale Right. (a) Subject to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.

Co-Sale Right. (a) Subject to the provisions of Article III4.2 hereof, if the Transferor proposes (1) any Transferors (as defined in Article 4.2.3) intend to Transfer transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of equity interests in the Company to one any Transferees, or more Persons other than (2) if any Founding Shareholders intend to sell to external parties the Investor Shareholder (excluding Transfers shares/equity interests they directly or indirectly hold in the Company, thereby resulting in their loss of Ordinary Shares actual control over the Company, and the investors do not exercise their right of first refusal in connection with an ESOP respect of the Company)equity interests to be transferred, with respect then the investors (hereinafter collectively referred to as the “Co-sellers”) shall be entitled to issue a notice of co-sale to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued Transferors, and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right (but not the obligation) to Transfer its Pro Rata Share of require the Offered Securities, Transferees to purchase the equity interests held by the investors in the Company according to the prospective transferee identified in the Transfer Notice on the same following ratios, at such price and under such terms and conditions as specified in the Notice of Transfer Notice by notifying the Transferor and the Company in writing during the Option Period or under such other equivalent conditions as otherwise negotiated (the “Co-Sale Exercise Noticesale Right”). Failure The Co-sellers shall decide whether to exercise the Co-sale Right and notify the Transferors and the Company of such decision in writing within thirty (30) days of receiving the notice of co-sale. Any Co-Sellers that decide to exercise the Co-sale Right above shall issue a notice of participation in equity sale (the “Notice of Exercise of Co-sale Right”) to the Transferors and the Company, which notice shall specify the number of equity interests the Co-sellers intend to sell alongside the Transferors. The number of equity interests each Co-seller is entitled to sell alongside the Transferors shall not exceed: (i) the total number of Equity Interests Offered for Sale that may be sold to third parties, multiplied by (ii) a certain fraction, with the numerator being the number of equity interests held in the Company by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” seller, and the denominator being the sum of the equity interests held in the Company by the Transferors and all Co-sellers who intend to exercise the Co-sale Right. If an investor elects to exercise the Co-sale Right, the relevant Transferor shall take steps to ensure the realization of the investor’s Co-sale Right, including reducing the number of equity interests sold by the Transferor. Any investor who fails to explicitly express in writing an intent to exercise the Co-sale Right within thirty (30) days of receiving the Option Period Notice of Transfer shall be deemed a consent to have waived the Co-sale Right. If an investor has properly exercised the Co-sale Right, but the Transferee refuses to purchase the relevant equity interests from the investor, then the above Transferor may not sell any equity interests in the Company to the Transfer Transferee. If a Transferor sells its equity interests in the Company in violation of the provisions of this article, any investor shall have the right to forcibly sell to the Transferor, at the same price and a waiver under the same terms and conditions, the equity interests that should have been sold by it to the Transferee according to the Co-sale Right, and the Transferor shall purchase from the investor the Company’s equity interests forcibly sold by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect investor to such Offered SecuritiesTransferor in accordance with this article. If the Investor Shareholder exercises transfer price is lower than the investment price (as defined in Article 4.4 below) paid by the investor at the time of its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, investment in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor ShareholderCompany, the Investor Shareholder investor exercising the Co-sale Right shall have no cothe right to require the Transferor to indemnify, to the extent of its shareholder’s interests then held, the investor exercising the Co-sale right. (b) The Investor Shareholder shall effect its participation Right in the sale by promptly delivering an amount calculated according to the Transferor for Transfer to following formula: Difference between the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation transfer price and the Company shallinvestment price x Number of equity interests an investor intends to sell as a Co-seller × 50%. Shareholder Agreement of Zhibao Technology (Shanghai) Co., upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.Ltd.

Co-Sale Right. In the event that Xxxxx Xxxxx, or any Permitted Transferee of Xxxxx Xxxxx ("Xxxxx") wishes to sell all or a portion of his Covered Interests in a transaction involving aggregate net proceeds of $1,000,000, and such sale does not constitute a Change in Control (as such term is defined in Section 2.4) and the Rights of First Refusal are not exercised with respect to all of the Offered Units proposed to be so sold, Xxxxx may Transfer such Offered Units only pursuant to and in accordance with the following provisions: (a) Subject to Article IIIBattle Creek Unlimited, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder Inc. (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder "BCU") shall have the right to Transfer its Pro Rata Share participate in the sale of such Offered Units on the terms and conditions stated herein (the "Co-Sale Option"), which shall be exercisable upon written notice (the "Acceptance Notice") to Xxxxx within ten (10) days after Xxxxx has notified BCU, in writing that the Company and the other Members have not elected to exercise their Rights of First Refusal with respect to all of the Offered SecuritiesUnits. Each of BCU, shall have the right to the prospective transferee identified in the Transfer give an Acceptance Notice indicating whether it or he wishes to sell all of its or his units of Membership Interest on the same terms and conditions as specified stated in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Offer Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder BCU shall have the right to exercise their Co-Sale Option and sell all, but not less than all, of their respective units of Membership Interests with each of BCU, exercising this right independently. Within ten (10) days after the date by which BCU, are required to notify Xxxxx of an intent to exercise the Co-Sale Option, Xxxxx shall notify BCU, of the date on which such sale shall be consummated, if an option has been exercised. BCU, shall effect its any participation in the such a sale by promptly delivering to the Transferor Proposed Transferee, or to Xxxxx for Transfer to delivery for the prospective transfereeProposed Transferee, before the applicable closing, of one or more share instruments or certificates, which represent properly endorsed for transfer, representing the type and number units of Company Securities that the Investor Shareholder Membership Interests BCU, elects to sell. (c) The share certificate or certificates , and by executing any other documents that are delivered may be required to consummate the Transferor pursuant to Section 4.02(b) shall be submitted to transaction described in the Company for cancellation and Offer Notice. At the Company shall, upon time of the consummation of the sale sale, the Proposed Transferee shall remit directly to BCU, that portion of the Company Securities pursuant net sales proceeds to the terms and conditions specified in the Transfer Noticewhich BCU, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register is entitled by reason of members upon consummation of such Transferhis participation therein.

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 Article IIIthe terms and conditions of this Section 3.3, if the Transferor proposes Stockholders who are not Sellers (the "Co-Sale Stockholders") shall each have the right, exercisable upon written notice to Transfer any Ordinary Shares that represents more than the Seller within ten (10% ) days after receipt of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right to Transfer its Pro Rata Share of the Offered SecuritiesFinal Notice, to the prospective transferee identified participate in the Transfer Notice such sale of Stock on the same terms and conditions as specified set forth in the Transfer Notice by notifying Final Notice, up to the Transferor and the Company in writing during the Option Period (the “total number of shares of Stock for each Co-Sale Exercise Stockholder equal to the product of (a) the total number of shares included in the Final Notice”). Failure ; multiplied by (b) a quotient found by dividing the Investor Shareholder to give the “ROFR Exercise Notice” nor the “total number of shares owned by such Co-Sale Exercise Notice” within Stockholder by the Option Period 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 deemed a consent to the Transfer and a waiver correspondingly reduced by the Investor Shareholder aggregate number of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, shares included in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder transaction by all Participating Stockholders. Each Participating Stockholder shall effect its participation in the sale by promptly delivering to the Transferor Seller for Transfer transfer to the prospective transferee, before the applicable closing, purchaser one or more share certificates, properly endorsed for transfer, which represent the type and number of Company Securities that the Investor Shareholder shares of Stock which such Participating Stockholder elects to sell. (c. The Seller will use his, her, or its best efforts to obtain the agreement of the prospective transferee(s) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted participation of the Participating Stockholders in the contemplated transfer and will not transfer any Stock to the Company for cancellation and the Company shall, upon the consummation of prospective transferee(s) if such transferee(s) refuses to allow the sale of the Company Securities pursuant to the terms and conditions specified in the Participating Stockholders, or refuses to become a party to this Agreement. This Section 3.3 shall not apply to any Permitted Transfer Notice, issue or to a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such TransferTransfer covered by Section 3.5.

Co-Sale Right. (a) Subject to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in this Section 6, if the Transfer NoticeFounder proposes to offer for sale or otherwise transfer any Equity Securities (the “Offered Shares”) owned by the Founder (the “Offering Shareholder”) to any person (individually a “Third Party” and collectively, issue “Third Parties”) in a new share certificate bona fide transaction or series of transactions, directly or indirectly, such sale or other disposition shall not be permitted unless the Investors agree in writing to the sale. Provided that the Investors have approved such sale in writing, such Offering Shareholder shall offer, or cause the Third Party to offer, as the case may be, to each Investor, at the Investor’s sole option, the right to elect to include in the sale or other disposition to the Third Party all or a portion of the Equity Securities then held by such Investor based on its or his Co-Sale Pro Rata Portion (as defined below) of the Offered Shares (the “Tag-Along Shares”) on the same terms offered by or to the Third Party: (a) Each time an Offering Shareholder proposes to offer or otherwise transfer any Equity Securities owned by such Offering Shareholder, such Offering Shareholder shall deliver a notice to the Investors stating (i) the Offering Shareholder’s bona fide intention to offer such Offered Shares for sale, (ii) the remaining balancenumber of shares constituting the Offered Shares and (iii) the price and terms, if any, upon which the Offering Shareholder proposes to offer or the Third Party proposes to purchase such Offered Shares. (b) At any time within 30 days after the giving of the notice described in Section 6.1(a) hereof, each Investor may make an election to include the Tag-Along Shares in such a sale or other disposition (the “Inclusion Election”) by giving written notice of its Inclusion Election to the Offering Shareholder and specifying the number of Tag-Along Shares that the Investor intends to transfer, together with a limited power-of-attorney authorizing such Offering Shareholder to sell or otherwise dispose of such Tag-Along Shares pursuant to the terms of such Third Party’s offer. (c) In the event an Investor issues an Inclusion Election, the Investor shall deliver to the Company written notice (the “Conversion Notice”) of the Investor’s election to convert such number of Series A Preferred Shares, and together with any Ordinary Shares owned by the Investor, shall be equal in number to the maximum number of the Tag-Along Shares. The Company shall update its register issue a new certificate in the name of members upon the Investor evidencing any Series A Preferred Shares which had been evidenced by the certificate delivered to the Company pursuant to this Section 6.1(c) above and not converted in accordance with the Conversion Notice and the Company shall deliver such new certificate to the Investor. The sale of the Tag-Along Shares by the Investor pursuant to this Section 6 shall be on the same terms and conditions, including the price per share and the date of sale or other disposition, as are received by the Offering Shareholder and stated in the notice described in Section 6.1(a). At the consummation of the sale or other disposition of Equity Securities of the Offering Shareholder and the Investor to the Third Party, there shall be remitted to the Investor the total sales price attributable to the Tag-Along Shares which the Investor sold or otherwise disposed of pursuant thereto minus a pro rata share of the reasonable expenses equal to the proportion which the number of Tag-Along Shares sold by the Investor bore to the aggregate number of Equity Securities sold by the Offering Shareholder and the Investor to the Third Party. (d) If within 30 days after the notice described in Section 6.1(a) hereof is given, the Investor has not accepted the offer to make an Inclusion Election, the Investor will be deemed to have waived any and all of its rights with respect to the sale or purchase of such TransferOffered Shares. The Offering Shareholder shall have 120 days after such 30-day period in which to sell or otherwise dispose of the Offered Shares to the Third Party at a price and on terms not more favorable to the Offering Shareholder than were set forth in such notice. If, at the end of such 120-day period, the Offering Shareholder has not completed the sale of Offered Shares in accordance with the terms set forth in such notice, all the restrictions on sale contained in this Agreement with respect to such Offered Shares shall again be in effect. (e) For the purpose of this Section 6.1, the Co-Sale Pro Rata Portion of each Investor shall mean the product obtained by multiplying (i) the aggregate number of the Offered Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) owned by such Investor at the time of the sale or transfer and the denominator of which is the combined number of Ordinary Shares (on an as-converted basis) at the time owned by the Offering Shareholder and the Investors exercising the co-sale right hereunder.

Co-Sale Right. (a) Subject to Article III, if In the Transferor proposes to Transfer any event that the Selling Shareholder is an Ordinary Shares that represents more than 10% of the then total issued Selling Shareholder and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion extent any Investor does not exercise its respective rights of the Ordinary first refusal as to any of such Transfer Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”)pursuant to Section 4.2, the such Investor Shareholder shall have the right right, exercisable upon delivery of a written notice to the Ordinary Selling Shareholder, with a copy to the Company, within twenty (20) Business Days after the date of the First Transfer its Notice, to participate in the sale of such Transfer Shares by selling up to such Investor’s Pro Rata Co-Sale Share of at the Offered Securities, to the prospective transferee identified in the Transfer Notice on same price and upon the same terms and conditions as specified set out in the First Transfer Notice Notice. A failure by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the such Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” respond within the Option Period such prescribed period shall be deemed to constitute a consent decision by such Investor not to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and exercise its co-sale right under this Section 4.02 as provided herein with respect to such Offered Securitiessale. If To the Investor extent one (1) or more Investors exercise(s) their co-sale right in accordance with the terms and conditions set forth below, the number of the Transfer Shares that the Ordinary Selling Shareholder exercises its right under this Section 4.02, it may sell in the transaction shall be deemed the Investor Shareholder waived its correspondingly reduced. The foregoing co-sale right of first refusal under Section 4.01. For each Investor shall be subject to the avoidance following terms and conditions: (a) each Investor may require the Ordinary Selling Shareholder to include in the proposed sale of doubtthe Transfer Shares up to a maximum number of its Preferred Shares or Conversion Shares equal to such Investor’s Pro Rata Co-Sale Share of the Transfer Shares; provided, that in the event that the Founder proposes Ordinary Selling Shareholder contemplates to transfer an amount of Shares equal to more than fifty per cent. (50%) of the aggregate number of Shares then outstanding, each Investor may require the Ordinary Selling Shareholder to include in the proposed sale of the Transfer Shares up to all of its Shares. An Investor’s “Pro Rata Co-Sale Share” of the Transfer Shares means such number of the Ordinary Shares that represents no more than 10% (or such number of the Preferred Shares that, if converted at the then total issued and outstanding share capital effective conversion ratio, would equal that number of Ordinary Shares) that equals the number of the Company Transfer Share proposed to one or more Persons other than be transferred by the Investor ShareholderOrdinary Selling Shareholder multiplied by a fraction equal to (i) the total number of Ordinary Shares (on an as-converted basis) held by such Investor, divided by (ii) the Investor total number of Ordinary Shares (on an as-converted basis) held by the Ordinary Selling Shareholder shall have no and all Investors exercising the co-sale rightright pursuant to this Section 5. (b) The each Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor Ordinary Selling Shareholder, with a copy to the Company, for Transfer transfer to the prospective transfereepurchaser, before the applicable closing, one or more share certificatescertificates in respect of all Shares to be sold by such Investor and a transfer form signed by such Investor, which represent indicates: (i) the type and number of Company Securities Ordinary Shares that the such Investor Shareholder elects to sell.; (cii) The share certificate or certificates that are delivered number of the Preferred Shares that is at such time convertible into the number of the Ordinary Shares that such Investor elects to sell; or (iii) any combination of the foregoing; provided, however, that if the prospective purchaser objects to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation transfer of the sale Preferred Shares instead of Ordinary Shares, such Investor shall convert such Preferred Shares into Ordinary Shares and thereafter transfer the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balancecorresponding newly-converted Ordinary Shares. The Company shall update its register of members upon consummation agrees to effect any such conversions concurrently with the actual transfer of such TransferShares to the purchaser.

Co-Sale Right. (ai) Subject to Article III, if the Transferor proposes to Transfer If any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one member or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital members of the Company (the “Offered SecuritiesSelling Member(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, units of Membership Interest in the 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 Investor Shareholder Selling Member(s) may only sell (and the Company shall, within its powers to do so, ensure that such Selling Member(s) shall have only sell) such number of units of Membership Interest subject to and in accordance with this Section 5(d). (ii) The Selling Member(s) shall give to the right to Transfer its Pro Rata Share Subscriber not less than 30 calendar days’ notice in advance of the Offered Securitiesproposed sale (a “Co-Sale Notice”). The Co-Sale Notice shall specify: (A) the identity of the 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 Member 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 Member that it wishes to sell that number of its Securities equal to the product obtained by multiplying (x) the aggregate number of units of Membership Interest proposed to be sold by the Selling Member(s) by (y) a fraction, the numerator of which is the number of Securities at the time owned by the Subscriber and the denominator of which is the aggregate number of units of Membership Interest at the time owned by the Selling Member(s) and the Subscriber, to the prospective transferee identified in the Transfer Notice Buyer on the same terms and conditions as specified set out in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure , by sending a counter-notice which shall specify the number of Securities which the Subscriber wishes to sell, and the number of units of Membership Interest to be sold by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period Selling Member(s) shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. reduced accordingly. (iii) If the Investor Shareholder exercises its right under this Section 4.02, Subscriber does not send a counter-notice within such 20 calendar Day period it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event to have specified that the Founder proposes it wishes to Transfer Ordinary Shares that represents sell no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale rightSecurities. (biv) The Investor Shareholder Company shall effect use its participation in the best efforts to ensure that no sale by promptly delivering any Selling Member shall be made pursuant to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or any Co-Sale Notice more share certificates, which represent the type and number than three months after service of Company Securities that the Investor Shareholder elects to sellCo-Sale Notice. (cv) The share certificate If the Subscriber is not afforded the right to act upon or certificates that participate in the transaction contemplated by the Co-Sale Notice in accordance with the provisions of this Section 5(d), or, having given notice of its wish to participate in such transaction the Subscriber's Securities are delivered to not acquired simultaneously with, and on the Transferor pursuant to Section 4.02(bsame terms as, the Selling Member(s)’ securities, the Selling Member(s) shall be submitted to the Company for cancellation may not complete (and the Company shall, upon shall use its best efforts to ensure that they shall not complete) such transaction and the consummation of the sale of Board shall be bound to refuse to register (and the Company Securities pursuant shall procure that the Board does refuse to register) any transfer of securities intended to carry such transaction into effect. (vi) In this Section 5(d), references to the terms singular shall include the plural and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfervice versa.

Co-Sale Right. (aEach Purchaser who does not exercise its rights pursuant to Section 5.1(b) Subject to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder above shall have the right right, exercisable upon written notice to Transfer its Pro Rata Share the Transferor within ten (10) days after expiration of the Offered Securities, notice period described in Section 5.1(b) to participate in the prospective transferee identified sale of Co-Sale Stock described in the Transfer Notice on the same terms and conditions. The notice delivered by any Purchaser exercising its rights under this Section 5.1(c) shall indicate the number of Shares (or shares of Common Stock issued or issuable upon conversion of such Shares) such Purchaser wishes to sell under its right to participate. To the extent one or more Purchasers exercise such right of participation in accordance with the terms and conditions as specified set forth below, the number of shares of Co-Sale Stock that the Transferor may sell in the transaction shall be correspondingly reduced. (i) Each Purchaser may sell all or any part of that number of Shares (or shares of Common Stock) equal to the product obtained by multiplying (i) the aggregate number of shares of Co-Sale Stock covered by the Transfer Notice by notifying (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Purchaser at the time of the sale or transfer (calculated as if all Shares were converted to Common Stock) and the denominator of which is the total number of shares of Common Stock owned by the Purchasers (not including the Transferor) and the Transferor and at the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% time of the then total issued and outstanding share capital of the Company to one sale or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale righttransfer. (bii) The Investor Shareholder Each Purchaser who elects to participate in the sale pursuant to this Section 5.1(c) (a "Participant") shall effect its participation in the sale by promptly delivering to the Transferor for Transfer transfer to the prospective transferee, before the applicable closing, purchaser one or more share certificates, properly endorsed for transfer, which represent represent: (A) the type and number of Company Securities that the Investor Shareholder shares of Common Stock which such Participant elects to sell; or (B) that number of Shares which is at such time convertible into the number of shares of Common Stock which such Participant elects to sell; provided, however, 23 that if the prospective purchaser objects to the delivery of Series A or Series B Preferred Stock in lieu of Common Stock, such Participant shall convert such Series A or Series B Preferred Stock into Common Stock and deliver Common Stock as provided in Section 5.1(c)(ii)(A) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (ciii) The share stock certificate or certificates that are delivered the Participant delivers to the Transferor pursuant to Section 4.02(b5.1(c)(ii) shall be submitted transferred to the Company for cancellation and the Company shall, upon the prospective purchaser in consummation of the sale of the Company Securities Common Stock pursuant to the terms and conditions specified in the Transfer Notice, issue and the Transferor shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant 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 a new share certificate Participant exercising its rights of co-sale hereunder, the Transferor shall not sell to such prospective purchaser or purchasers any Co-Sale Stock unless and until, simultaneously with such sale, the Investor Shareholder for Transferor shall purchase such shares or other securities from such Participant on the remaining balance. same terms and conditions specified in the Notice. (iv) The Company exercise or non-exercise of the rights of the Participants hereunder to participate in one or more sales of Co-Sale Stock made by any Transferor shall update its register not adversely affect their rights to participate in subsequent sales of members upon consummation of such TransferCo-Sale Stock.

Co-Sale Right. If (ai) Subject to Article III, if the Transferor any Holder proposes to Transfer any Ordinary Shares that represents more than 10% ------------- pursuant to a bona fide written offer in accordance with the provisions of the then total issued Section 3.2 and outstanding share capital of this Section 3.3, and neither the Company nor the Other Holders have elected to one purchase the Offered Shares pursuant to Section 3.2, or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary ii) any Holder proposes to Transfer any Shares in connection with an ESOP of the Company)pursuant to a Control Block Sale or a Private Sale to a Designated Competitor, with respect to the portion of the Ordinary Shares Transferred then each Other Holder that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder is a Senior Holder or a Parker Holder shall have the right ("Co-Sale Right") to Transfer its Pro Rata Share of require the Offered Securities------------- Proposed Purchaser to purchase from such Other Holder at the same price per share and, to the prospective transferee identified except as otherwise provided in the Transfer Notice on second sentence of this subsection 3.3(a), upon the same terms and conditions as specified in such Proposed Sale, up to a number of Shares equal to the Transfer Notice product of the number of Offered Shares proposed to be Transferred by notifying such Offering Holder multiplied by a fraction, the Transferor numerator of which is the total number of Shares owned by such Other Holder and the Company in writing during denominator of which is the Option Period total number of Shares owned by the Offering Holder and by all Other Holders (the “"Co-Sale Exercise Notice”Holders") who elect to participate --------------- in such 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 whether such Transfers were Permitted Transfers). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “, would constitute a Change of Control, then each Co-Sale Exercise Notice” within Holder may elect to require the Option Period Offeror to purchase from such Co-Sale Holder any or all Shares held by such Co-Sale Holder without regard to the foregoing formula limitation. The other terms and conditions on which the Co-Sale Holders shall be deemed a consent 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 and a waiver by the Investor Shareholder 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 such Co-Sale Holder that the Transferee of its 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 under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02other Liens, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than any created by this Agreement or (ii) comply with terms or conditions which can reasonably be met only by the Investor Shareholder, the Investor Shareholder shall have no co-sale rightOffering Holder. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.

Co-Sale Right. (a) Subject to Article IIIWhere the Shareholder proposing the transfer of shares is any Existing Shareholder, if all other Shareholders do not exercise or waive the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% right of first refusal specified in this Section 6.7 (including the corresponding provision of the then total issued Articles of Association (and outstanding share capital all amendments thereto), within ten (10) Business Days upon expiration of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP Period of the Company), with respect to the portion Right of First Refusal (“Period of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered SecuritiesCo-sale Right”), the Investor Shareholder shall have may issue a written notice to all other Shareholders and the right Company, requesting to Transfer transfer its Pro Rata Share all or part of shares in the Offered Securities, Company to the prospective transferee identified third party that proposes to purchase the shares as indicated in the Transfer Notice on (as defined in Section 6.7.2 hereof) at the same transfer price and according to other terms and conditions stated in the Transfer Notice. The maximum number of shares to be sold by the Investor in exercise of the co-sale right shall be: number of shares to be purchased as specified stated in the Transfer Notice x current proportion of the Investor’s capital contribution in the Company’s registered capital. Where: (A) the third party that proposes to purchase the shares as indicated in the Transfer Notice (as defined in Section 6.7.2 hereof) refuses to purchase any number of shares to be transferred by notifying the Transferor and Investor; or (B) the Company in writing during third party fails to purchase the Option Period (the “Co-Sale Exercise Notice”). Failure shares to be transferred by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent on or prior to the Transfer and a waiver purchase of the shareholders transferred by the Shareholders proposing such transfer, the Shareholders proposing such transfer shall not transfer their shares to the third party, unless the Shareholders proposing such transfer have purchased the shares to be transferred by the Investor at the transfer price and according to other terms and conditions stated in the Transfer Notice (as defined in Section 6.7.2 hereof) on or prior to the completion of such transfer. Upon expiration of the Period of the Co-sale Right, each Shareholder shall cooperate with the Shareholders who exercise the co-sale right to complete all formalities for transfer of its shares according to the applicable laws and regulations. 6.9 Where other Shareholders do not exercise or waive the right of first refusal under this specified in Section 4.01 6.7 hereof (including the corresponding provision of the Articles of Association (and its coany amendment thereto), and (where the Shareholder proposing the transfer is any Existing Shareholder) the Investor does not exercise or waive the Co-sale right under this Right specified in Section 4.02 with respect 6.8 hereof (including the corresponding provision of the Articles of Association (and any amendment thereto), the Shareholder proposing the transfer may, upon expiration of the Period of the Right of First Refusal or the Period of the Co-sale Right (as the case may be), transfer the transferred shares to the third party that proposes to purchase such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, shares as listed in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor ShareholderNotice, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant according to the terms and conditions specified stated in the Transfer Notice, issue a new share certificate . Such transfer shall be completed within four (4) months upon expiration of the Period of the Right of First Refusal or the Period of the Co-sale Right (as the case may be) and in strict accordance with the terms and conditions stated in the Transfer Notice (including but not limited to the third party that proposes to purchase the shares); otherwise, other Shareholders shall may still exercise the right of first refusal according to Section 6.7 hereof, and (where the Shareholder proposing the transfer is any Existing Shareholder) the Investor Shareholder for may still exercise the remaining balance. The Company shall update its register of members upon consummation of such Transferco-sale right according to Section 6.8 hereof.

Co-Sale Right. (a) 9.2.1 Subject to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% terms of the then total issued AOA and outstanding share capital Article 9.1 hereof, and without restricting the right of any of the Company Current Investor and/or the Institutional Investors to one or more Persons other than exercise its right of first refusal pursuant to the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company)AOA, with respect to the portion Proposed Transfer (as defined in the AOA, the same below) of the Ordinary Offer Shares Transferred that exceeds 10% (as defined in the AOA, the same below), if any of the then total issued and outstanding share capital Current Investor and/or the Institutional Investors fails to exercise the right of first refusal under the Company (AOA, such party who fails to exercise the “Offered Securities”), the Investor Shareholder right shall have the right right, but no obligation, to Transfer transfer, at its Pro Rata Share sole discretion, a certain number of the Offered SecuritiesOffer 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 the Institutional Investors is entitled to sell by exercising its Co-Sale Right shall be calculated by multiplying the prospective transferee Offer Shares by a fraction, the numerator of which shall be the number of shares of the Target Company held by such party (the Current Investor or the Institutional Investor), and the denominator of which shall be the sum of the number of shares of the Target Company held by the Transferor and all the parties (the Current Investor or the Institutional Investor) that intend to exercise the 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 AOA, the same below), which shall specify the number of shares involved in the Co-Sale Right it elects to exercise. Such written notice is irrevocable, and shall be binding on the Current Investor and/or Venture Capital Shareholders for their transfer of such shares based on the terms, 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 exercise the Co-Sale Right, the Transferor shall take such actions including without limitation, reducing the proportion of the shares it intends to sell, so as to help the realization of the Co-Sale Right. If the Transferor, third party (in the case of Proposed Transfer) or the proposed Transferee (in the case of accepted offer defined in the AOA) identified in the Transfer Notice on does not accept the same exercise of the Co-Sale Right by the Current Investor and/or Institutional Investors, such offer of share transfer shall be invalid and all the expected transfer shall be null; no Transferor shall transfer any Offer Shares to any third party or the Transferee. 9.2.2 Subject to the terms of the AOA and conditions as specified Article 9.2.1 hereof, the Transferor may transfer all of the Offer Shares to a third Party (in the case of Proposed Transfer) or the proposed Transferee (in the case of accepted offer defined in the AOA) identified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant according to the terms and conditions specified in the Transfer Notice; provided, issue a new share certificate however, that (i) such sale shall be bona fide; (ii) the price offered to the Investor Shareholder for Transferee shall not be lower than the remaining balance. The Company shall update its register of members upon consummation Offer Price (as defined in the AOA, the same below), and the terms and conditions of such Transfersale shall not be more favorable than those offered to the Transferor and specified in the Transfer Notice; (iii) the transfer shall be conducted within three (3) months after the Transfer Notice is sent; and (iv) the Transferee shall agree not to compete with the primary business engaged by the Target Group or any Party (or such Party’s affiliated company). If such transfer fails to take place during such three (3) months’ period for any reason whatsoever, the restrictions and procedures stipulated in the AOA and this Article 9.2 shall be re-applied. 9.2.3 Notwithstanding anything herein to the contrary, if the Current Investor and/or the Institutional Investors intends to transfer all or part of the equity interests it holds in the Target Company to their respective Affiliates, none of the Existing Shareholders shall enjoy any form of right of first refusal or Co-Sale Right with respect to such equity interests.

Co-Sale Right. (a) Subject to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder The Tag-along Holder shall have the right right, ------------- exercisable upon written notice to Transfer its Pro Rata Share the Transferring Holder within fifteen (15) days after receipt of the Offered SecuritiesNotice, to the prospective transferee identified participate in the Transfer Notice such sale of Stock on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”)conditions. Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its The co-sale right under of TIC set forth in this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it Article 2 shall be deemed subject to the Investor Shareholder waived its right following terms and conditions: (a) The Tag-along Holder may sell all or any part of first refusal under Section 4.01. For that number of shares of Stock held by it that is equal to the avoidance product obtained by multiplying (x) the aggregate number of doubtshares of Stock covered by the Notice by (y) a fraction, in the event that numerator of which is the Founder proposes to Transfer Ordinary Shares that represents no more than 10% number of shares of Stock owned by the Tag-along Holder at the time of the then total issued sale or transfer and outstanding share capital the denominator of which is the combined number of shares of Stock of the Company to one or more Persons other than at the Investor Shareholdertime owned by the each of the Transferring Holder and the Tag-along Holder, the Investor Shareholder shall have no co-sale righton a fully diluted basis. (b) The Investor Shareholder Tag-along Holder shall effect its participation in the sale by promptly delivering to the Transferor Transferring Holder for Transfer transfer to the prospective transferee, before the applicable closing, purchaser one or more share certificates, properly endorsed for transfer, which represent represent: (i) the type and number of Company Securities that shares of Stock which the Investor Shareholder Tag-along Holder elects to sell.; or (cii) The share certificate or certificates options, warrants and/or convertible securities which are at such time convertible into the number of shares of Stock that are delivered the Tag-along Holder elects to sell; provided, however, that if the prospective purchaser -------- ------- objects to the Transferor pursuant to delivery of options, warrants and/or convertible securities in lieu of Stock, the Tag-along Holder shall convert such options, warrants and/or convertible securities into Stock and deliver Stock as provided in Section 4.02(b2.2(b)(i) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balanceabove. The Company shall update its register of members upon consummation agrees to make any such conversion concurrent with the actual transfer of such Transfershares to the prospective purchaser or transferee.

Co-Sale Right. (a) Subject to Article III, if 6.5.1 At any time after the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% sixth anniversary of the then total issued date of this Agreement, C-Defense Holding (if during the Sciens Ownership Period) and outstanding share capital Blackstone (if during the Black-stone Ownership Period) shall have the right (“Co-Sale Right”) to cause a Company Sale or a Qualified Public Offering. Such right may be exercised by such Member delivering a notice to such effect to the Company and each other Member. 6.5.2 The Member that duly exercised its Co-Sale Right shall propose the plan for marketing the Company for sale or for the public offering, including, without limitation, the selection of investment bank or banks or underwriters, as applicable, other financial professionals and legal professionals, the estimated valuation of the Company, and the preferred structure for such Company Sale or Qualified Public Offering. 6.5.3 Each Member shall, to the extent reasonable and at the cost of the Company, cooperate with the Member that duly exercised its Co-Sale Right in connection with the marketing of the Company Sale or the Qualified Public Offering. 6.5.4 The Member that duly exercised its Co-Sale Right shall have the right, notwithstanding the provisions of Section 6.4.4 (or any other provision of this Agreement) to one cause a Drag-Along Sale or, notwithstanding the provisions of Sections 5.1, 5.2 and 5.9 (or more Persons any other than provision of this Agreement), cause a sale of all or substantially all of the Investor Shareholder (excluding Transfers assets of Ordinary Shares the Company or the merger of the Company with or into any Third Party purchasers in connection with an ESOP of such Company Sale. 6.5.5 In the Company), with respect event that the Member that duly exercised the Co-Sale Right elects to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of cause the Company (Sale through a Drag-Along Sale, then the “Offered Securities”)provisions of Section 6.4.4 shall be applicable, except that the Investor Shareholder Member that duly exercised the Co-Sale Right shall have the right to Transfer its Pro Rata Share issue a Drag-Along Notice and, notwithstanding the provisions of the Offered SecuritiesSection 6.4.4, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor Blackstone and the Company in writing during the Option Period (the “Investors shall be required to be a Drag-Along Sellers. 6.5.6 The Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period Right shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, terminate upon the consummation of the sale earlier to occur of the a Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue Sale or a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such TransferQualified Public Offering.

Co-Sale Right. (a) Subject to Article IIIa. In the event of a proposed Third Party Transfer, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% in lieu of exercise of the then total issued and outstanding share capital right of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares first negotiation set forth in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”)Section 8.5, the Investor Shareholder Responding Member shall have the right to participate in such Third Party Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified the Selling Member in accordance with the Transfer terms set forth in this Section 8.6. b. To exercise its rights hereunder, the Responding Member must provide a Participation Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by Selling Member within ten (10) Business Days of receiving the Investor Shareholder Offer indicating that it desires to sell all, but not less than all, of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Equity Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to on the terms and conditions specified set forth in the Transfer Offer (as equitably adjusted to take into account the Equity Securities held by the Responding Member). If the Responding Member does not timely deliver a Participation Notice, issue a new share certificate then the Selling Member shall be free to Transfer its Equity Securities on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Offer to such Third Party Purchaser and shall not have any further obligations under Section 8.5 or this Section 8.6; provided, however, that if such Transfer is not consummated within one hundred twenty (120) days after expiration of such ten (10) Business Day period, any Equity Securities proposed to be Transferred by the Selling Member shall again become subject to the Investor Shareholder rights of first negotiation and co-sale on the terms set forth in Section 8.5 and this Section 8.6. c. To the extent the Responding Member exercises its right of participation in accordance with the terms and conditions set forth in this Section 8.6, the Responding Member and Selling Member agree that the terms and conditions of such Transfer will be memorialized in, and governed by, a written purchase and sale agreement with the prospective Third Party Purchaser (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Responding Member and Selling Member further covenant and agree to negotiate in good faith a Purchase and Sale Agreement reasonably satisfactory to the Responding Member and Selling Member. d. In the event the Third Party Purchaser refuses to purchase Equity Securities from a Responding Member exercising its rights of co-sale hereunder, the Selling Member shall not sell to such Third Party Purchaser any Equity Securities unless and until, simultaneously with such sale, the Third Party Purchaser shall purchase such Equity Securities from such Responding Member for the remaining balance. The Company shall update its register of members upon consummation of such Transfersame consideration and on the same terms and conditions as the Third Party Transfer described in the Offer.

Co-Sale Right. (a) Subject If the Secured Party has given Notice of Transfer pursuant to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), paragraph 4(a) with respect to the portion proposed Transfer of the Ordinary Shares Transferred that exceeds 10% ROFR Offered Interest to a Third Party, and the right of first refusal under paragraph 4 hereof with respect to such ROFR Offered Interest has either not been exercised by Kinross prior to the expiry of the then total issued and outstanding share capital ROFR Exercise Period or has been specifically declined, each of the Company (the “Offered Securities”), the Investor Shareholder Kinross Partners shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise NoticeRight”). Failure by ) that portion of the Investor Shareholder to give the “ROFR Exercise Notice” nor Total Interest determined in accordance with paragraph 5(c) (the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent Interest”) held by such Kinross Partners to the Transfer Third Party upon the same terms and a waiver by at the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, same price as those set forth in the event Notice of Transfer (provided, for greater certainty, that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% Secured Party shall not be liable for any breach or default on the part of the then total issued Third Party) and outstanding share capital the Secured Party shall not Transfer any of the Company ROFR Offered Interest to one the Third Party, except upon compliance with this paragraph 5 and provided, for greater certainty, that there has been no breach or more Persons other than default on the Investor Shareholder, part of the Investor Shareholder shall have no coThird Party in purchasing the Co-sale rightSale Interest in compliance with this paragraph 5. (b) The Investor Shareholder shall effect Within the ROFR Exercise Period, each Kinross Partner that desires to Transfer its participation in the sale by promptly delivering Co-Sale Interest, which it is entitled to the Transferor for Transfer to the prospective transfereeThird Party in accordance with this paragraph 5, before shall give written notice to the applicable closingSecured Party and the Third Party and, one or more share certificatesupon giving such notice, which represent such Kinross Partners shall be bound to Transfer such portion of the type Co-Sale Interest to the Third Party, in accordance with such notice and number of Company Securities that the Investor Shareholder elects to sellthis paragraph 5. (c) The share certificate or certificates that are delivered Each Kinross Partner who exercises its Co-Sale Right pursuant to paragraph 5(b) shall have the right to Transfer to the Transferor pursuant to Section 4.02(bThird Party a portion of its Total Interest that is equal to: (i) shall be submitted to in the Company for cancellation and case of the Company shallPartnership Units included in such Total Interest, upon the product obtained by multiplying: (A) the number of Partnership Units owned by such Kinross Partner immediately before the consummation of the sale Transfer to the Third Party of the Company Securities pursuant ROFR Offered Interest, by (B) a fraction, the numerator of which is the aggregate number of Partnership Units included in the ROFR Offered Interest and the denominator of which is the total number of Partnership Units owned by the HW Group (or otherwise held by the Secured Party in connection with the enforcement of its security interest) immediately before the consummation of the Transfer to the terms and conditions specified Third Party of the ROFR Offered Interest; (ii) in the case of the loans included in such Total Interest, the product obtained by multiplying: (A) the aggregate principal amount outstanding of the loans to HWDLP held by such Kinross Partner immediately before the consummation of the Transfer Noticeof the ROFR Offered Interest, issue by (B) a new share certificate fraction, the numerator of which is the aggregate principal amount of the loans included in the ROFR Offered Interest and the denominator of which is the aggregate principal amount outstanding of the loans to HWDLP owned by the HW Group (or otherwise held by the Secured Party in connection with the enforcement of its security interest) immediately prior to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transferthe Transfer of the ROFR Offered Interest to the Third Party.

Co-Sale Right. (a) Subject to Article IIIIn the event that Xxxxxx or any other Person owned or controlled (directly or indirectly) by Xxxxxx, if the Transferor or in which Xxxxxx has a beneficial interest, proposes to Transfer any Ordinary Shares that represents more than 10% transfer shares of Common Stock, then Xxxxxx shall deliver to the Purchaser and to the Company a written notice (the "Sale Notice") to such effect, containing a description of the then total issued proposed transaction and outstanding share capital the terms thereof. Upon delivery of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”)Sale Notice, the Investor Shareholder Purchaser shall have the right to Transfer its Pro Rata Share require Xxxxxx to arrange for the sale to the proposed transferee(s) of a percentage of the Offered Securities, Purchaser's Warrants and Warrant Shares equal to the prospective transferee identified percentage of Xxxxxx'x holdings of Common Stock that Xxxxxx desires to sell or transfer to the transferee(s), on terms and conditions at least as favorable to the Purchaser as the terms and conditions set out in the Transfer Sale Notice (except that the price to the Purchaser for Warrants shall be reduced by the exercise price thereof). (b) If the transferee(s) designated in the Sale Notice will not purchase all of the Common Stock and Warrants which Xxxxxx and the Purchaser desire to transfer pursuant to this Section 3.5, the number of shares (or Warrants) which Xxxxxx and the Purchaser shall be permitted to transfer to such transferee(s) shall be the same proportion of the aggregate number of shares of Common Stock to be transferred as the shares of Common Stock (or Warrants) held by Xxxxxx or the Purchaser bear to all shares of Common Stock (and Warrants) held by Xxxxxx and the Purchaser. The sales or transfers by the Purchaser shall be for the same consideration and otherwise on the same terms and conditions as specified in the Transfer Sale Notice by notifying (except that the Transferor and price to the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure Purchaser for Warrants shall be reduced by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sellexercise price thereof). (c) The share certificate Upon receiving the Sale Notice, the Purchaser shall have a period of twenty (20) days to accept such offer, in whole or certificates that are delivered in part, by sending written notice to Xxxxxx, with a copy to the Transferor pursuant Company. (d) This Section 3.5 shall not apply to Section 4.02(bany transfer of Common Stock by Xxxxxx (i) shall be submitted to any of his family members, to the executor or administrator of his estate, or to a trust primarily for the benefit of Xxxxxx or his family members, (ii) to the Company for cancellation and the Company shallupon Xxxxxx'x death, upon the consummation permanent disability or discharge, or (iii) to any other director, officer or employee of the sale of the Company Securities Company, provided that any such transferee pursuant to clause (i) or (iii) above shall agree in writing that the terms and conditions specified in the Transfer Noticetransferee, issue a new share certificate as to the Investor Shareholder for shares so transferred, takes such shares subject to the remaining balance. The Company shall update its register obligations of members upon consummation Xxxxxx under Sections 3.5, 3.6, 3.7 and 3.8 of such Transferthis Agreement.

Co-Sale Right. 4.1 Notwithstanding anything to the contrary set forth in Section 3.3, no Existing Stockholder or Permitted Transferee may Transfer any Transfer Shares pursuant to Section 3 until each Holder shall have been given the opportunity, exercisable within twenty (a20) Subject to Article IIIdays from the date of the Notice, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”)proposed purchaser or purchasers, the Investor Shareholder shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on upon the same terms and conditions as specified in offered by the Transfer Notice by notifying Existing Stockholder or Permitted Transferee, up to the Transferor and the Company in writing during the Option Period (the “Holder’s Pro Rata Co-Sale Exercise Notice”). Failure by Share of the Investor Shareholder Transfer Shares proposed to give be Transferred. 4.2 Any Transfer made pursuant to this Section 4 shall be consummated within sixty (60) days from the “ROFR Exercise Notice” nor date of the “Notice and shall be conditioned upon the agreement of the proposed purchaser or purchasers that such proposed purchaser or purchasers will purchase from the Holder timely electing to participate in such sale pursuant to this Section 4, the Investor’s Pro Rata Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to Share of the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect Shares proposed to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale rightTransferred. (b) The Investor Shareholder 4.3 Each Holder shall effect its participation in the sale by promptly delivering to the Transferor Existing Stockholder or such Permitted Transferee, with a copy to the Company, for Transfer to the prospective transferee, before the applicable closing, proposed purchaser one or more share certificates, properly endorsed for Transfer, which represent represent: (i) the type and number of Company Securities shares of Common Stock which the Holder elects to Transfer; or (ii) that number of shares of Series A Preferred Stock that is at such time convertible into the number of shares of Common Stock that the Investor Shareholder Holder elects to sellTransfer; provided, however, that if the proposed purchaser objects to the delivery of Series A Preferred Stock in lieu of Common Stock, the Holder shall convert such Series A Preferred Stock into Common Stock and deliver Common Stock as provided above. The Company hereby agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. (c) 4.4 The share stock certificate or certificates that are delivered the Holder delivers to the Transferor Existing Stockholder or such Permitted Transferee pursuant to Section 4.02(b) 4.3 shall be submitted transferred to the Company for cancellation and the Company shall, upon the proposed purchaser in consummation of the sale Transfer of the Company Securities Transfer Shares pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate and the Existing Stockholder or such Permitted Transferee shall concurrently therewith remit to the Investor Shareholder for Holder that portion of the remaining balancesale proceeds to which the Holder is entitled by reason of its participation in such sale. The Company To the extent that any proposed purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from the Holder exercising its rights of co-sale hereunder, the Existing Stockholder or Permitted Transferee shall update its register of members upon consummation of not Transfer to such Transferproposed purchaser or purchasers any Transfer Shares unless and until, simultaneously with such sale, the Existing Stockholder or Permitted Transferee shall purchase such shares or other securities from the Holder.

Co-Sale Right. (a) Subject 3.1 Notwithstanding anything to Article IIIthe contrary set forth in Section 2.3, if the Transferor proposes may not sell any Shares which have not been elected to Transfer any Ordinary Shares that represents more than 10% be purchased by the Company or the Holders pursuant to Section 2 until each of the then total issued and outstanding share capital Holders shall have been given the opportunity, exercisable within twenty (20) days from the date of the Company Notice, to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect sell to the portion of proposed purchaser or purchasers, upon the Ordinary Shares Transferred that exceeds 10% of same terms and conditions offered to the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right Transferor up to Transfer its such Holder’s Co-Sale Pro Rata Share of the Offered Securities, Shares proposed to be sold. To the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its extent one or more Holders exercise such co-sale right in accordance with the terms and conditions of this Section 3, the number of Shares that the Transferor may sell pursuant to the Notice shall be correspondingly reduced. 3.2 Holders who fail to notify the Transferor within twenty (20) days after the Notice shall be deemed to have waived their rights under this Section 4.02 with respect 3. Any sale made pursuant to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it 3 shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% consummated within sixty (60) days of the then total issued and outstanding share capital end of the Company Notice Period and shall be conditioned upon the agreement of the proposed purchaser or purchasers that such proposed purchaser or purchasers will purchase from each Holder timely electing to one or more Persons other than participate in such sale pursuant to this Section 3, such Holder’s Co-Sale Pro Rata Share of the Investor Shareholder, the Investor Shareholder shall have no co-sale rightShares proposed to be sold. (b) The Investor Shareholder 3.3 Each Holder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer transfer to the prospective transfereepurchaser, before the applicable closingno later than fifteen (15) days after such Holder’s exercise of his, her or its rights under this Section 3, duly executed instrument(s) of transfer and one or more share certificates, and shall deliver copies of such materials to the Company, which represent represent: (i) the type and number of Company Securities that the Investor Shareholder Ordinary Shares which such Holder elects to sell; or (ii) that number of Preference Shares that is at such time convertible into the number of Ordinary Shares that such Holder elects to sell; provided, however, that if the prospective purchaser objects to the sale of Preference Shares in lieu of Ordinary Shares, such Holder shall convert such Preference Shares into Ordinary Shares and sell Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual sale of such shares to the proposed purchaser (and to make entries in its register of members accordingly). (c3.4 The duly executed instrument(s) The of transfer and share certificate or certificates that are delivered the Holder delivers to the Transferor and the Company pursuant to Section 4.02(b) 3.3 shall be submitted transferred to the Company for cancellation and the Company shall, prospective purchaser upon the consummation of the sale of the Company Securities Shares pursuant to the terms and conditions specified in the Transfer Notice, issue the Transferor shall concurrently therewith remit to such Holder that portion of the sale proceeds to which such Holder is entitled by reason of its participation in such sale, and the Company shall instruct its registered office to update the Company’s register of members. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a new share certificate Holder exercising its rights of co-sale hereunder, the Transferor shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Transferor shall purchase such shares or other securities from such Holder on the same terms and conditions (including the proposed purchase price) as set forth in the Notice. 3.5 The parties hereby agree that the terms and conditions of any co-sale by a Holder pursuant to this Section 3 will be memorialized in, and governed by, the same written purchase and sale agreement pursuant to which the Transferor sells Shares to the Investor Shareholder for proposed purchaser or purchasers or a substantially identical agreement as a condition precedent to any sale or other transfer by the remaining balance. The Company shall update its register of members upon consummation of such TransferTransferor pursuant to this Section 3.

Co-Sale Right. No Investor (including, without limitation, ------------- any of its Exempt Transferees) may accept one or more Third Party Offers solicited by or for it pursuant to Section 2.7 involving a Transfer (alone or with other Investors and/or Exempt Transferees), in a single transaction or a series of transactions, of a number of Shares in excess of 33-1/3% of the aggregate number of Shares owned by such Investor as of the date hereof (subject to adjustment for stock dividends, stock splits, reclassifications, or like actions and including, for purposes of this calculation, all Shares previously Transferred or to be Transferred by such Investor (and its Exempt Transferees) pursuant to Sections 2.2(d) or 2.7 of this Agreement) unless each Shareholder and each of the holders of Warrants (so long as such Warrants are exercisable) has been offered an equal opportunity to participate in such transaction or transactions, on the terms set forth in this Section 5.12. In order to effectuate the foregoing: (a) Subject to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder proposing to make such a Transfer or Transfers shall deliver a written notice (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “"Co-Sale Exercise Notice”)") to the Company, prior to making any Transfer of Shares. Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “The Co-Sale Exercise Notice” Notice shall state such Investor's bona fide intention to Transfer Shares, the number of Shares to be Transferred, the expected closing date of the transaction, the identity of the potential transferee, the consideration per Share to be Transferred, confirmation that the Transferee has been informed of the provisions of this Section 5.12 and has agreed to purchase the Shares proposed to be sold in accordance with the terms hereof and, if applicable, a description of all Transfers in which such Investor and its Exempt Transferees have participated or in which it and/or its Exempt Transferees have agreed to participate within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securitiesprior six months. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in In the event that the Founder proposes to restrictions upon Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation contained in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.this Section

Co-Sale Right. (a) Subject to Article IIISection 5.3 (c) below, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Transferring Shareholder (excluding Transfers is a holder of Ordinary Shares in connection with an ESOP Shares, then each Investor who does not exercise its Right of the Company), with respect First Refusal pursuant to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder Section 5.1 above shall have the right to Transfer its Pro Rata Share of the Offered Securitiesright, exercisable upon written notice to the prospective transferee identified in Transferring Shareholder within 20 days after the date the Transfer Notice is delivered to the Investors, to participate in the sale of Stock on the same terms and conditions mutatis mutandis as specified in the Transfer Notice by notifying Transferring Shareholder to the Transferor and the Company in writing during the Option Period extent of that Co-Sale Shareholder’s Co-Sale Ratio with respect to its Stock (the “Co-Sale Exercise NoticeRight”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “, provided, however, such Co-Sale Exercise Notice” within the Option Period Right shall be deemed a consent not apply to any sale of Stock to an Investor pursuant to the Transfer and a waiver exercise of the Right of First Refusal of such Investor under Section 5.1, or the Right of First Refusal With Respect to the Preferred Shares of such Investor under Section 5.2. Each notice of an exercise of the Co-Sale Right shall state the number of shares of Stock such Co-Sale Shareholder wishes to sell under its Co-Sale Right. Any Co-Sale Shareholder may elect to sell all or some of the shares of Stock then held by the Investor such Co-Sale Shareholder of up to its right of first refusal under this Section 4.01 and its coCo-sale right under this Section 4.02 Sale Ratio with respect to such Offered Securitiesits Stock. If The Transferring Shareholder (i) may only sell its shares of Stock if the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed proposed transferee completes the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% purchase of the then total issued and outstanding share capital of shares which the Company Co-Sale Shareholders seek to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities sell pursuant to the terms exercise of their Co-Sale Right, and conditions specified in (ii) shall, at the Transfer Noticerequest of any Co-Sale Shareholder, issue a new share certificate reduce the number of shares of its Stock to be sold by the Investor number of shares of Stock that such Co-Sale Shareholder for the remaining balance. The Company shall update wishes to sell under its register of members upon consummation of such TransferCo-Sale Right.

Co-Sale Right. (a) Subject to Article III, if In the Transferor event that any Stockholder proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to Preferred Stock or Common Stock, as applicable, held by it in one or more Persons related transactions, other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), a Permitted Transfer or in a Transfer with respect to which the portion provisions of Section 4.4 of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of Prior Stockholders’ Agreement have previously been waived by the Company and the Requisite Preferred Holders (as defined in the “Offered Securities”Prior Stockholders’ Agreement), and the Investor Shareholder shall have the right Right of First Offer set forth in Section 4.3 above (if applicable) was not fully exercised (such that all Transfer Shares proposed to Transfer its Pro Rata Share of the Offered Securities, be Transferred will not be Transferred to the prospective transferee identified Company and/or the ROFO Holders), then the Selling Stockholder will, via written notice, inform the ROFO Holders of such fact and permit each ROFO Holder to participate in the Transfer Notice on the same terms and conditions as specified in the of such Transfer Notice by notifying the Transferor and Shares (other than Transfer Shares being Transferred to the Company in writing during or the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor ROFO Holders pursuant to Section 4.02(b4.3) shall be submitted to at the Company for cancellation same price, and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the same terms and conditions specified in the Transfer Notice in accordance with the provisions of this Section 4.4. Such written notice is hereinafter referred to as the “Co-Sale Notice.” The Co-Sale Notice: (i) shall specify the number of Transfer Shares to be Transferred by the Selling Stockholder (other than Transfer Shares being Transferred to the Company or the ROFO Holders pursuant to Section 4.3), the sale price, the purchasers and all other terms of the Transfer; (ii) shall be titled “Co-Sale Notice”; and (iii) shall be delivered to each ROFO Holder not less than twenty (20) days prior to the proposed date of Transfer. (b) Each ROFO Holder shall then have the option, exercisable upon written notice to the Selling Stockholder within fifteen (15) days after delivery of the Co-Sale Notice, issue a new share certificate to participate in the Transfer of Transfer Shares by the Selling Stockholder pursuant to the Investor Shareholder for specified terms and conditions of the remaining balanceCo-Sale Notice, up to such ROFO Holder’s Co-Sale Pro Rata Portion (as defined below) of the Transfer Shares proposed to be Transferred by the Selling Stockholder (other than Transfer Shares being Transferred to the Company or the ROFO Holders pursuant to Section 4.3). The Company shall update its register of members upon consummation of To the extent a ROFO Holder exercises such Transfer.co-sale right, the number

Co-Sale Right. (a) Subject to Article III, if the Transferor proposes to Transfer No 25% Owner shall transfer any Ordinary Shares that represents more than 10% shares of capital stock of the then total Company constituting at least fifty-one percent (51%) of the aggregate issued and outstanding share capital stock of the Company to 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 Persons other than transactions, until such 25% Owner notifies each Shareholder of the Investor proposed transaction and gives each Shareholder (excluding Transfers of Ordinary the opportunity to include such Shareholder’s Shares in connection with an ESOP of the Company), with respect sale to the portion proposed transferee, upon the same terns and conditions offered to the 25% Owner by such transferee. The number of shares of Capital Stock that the Ordinary Shares Transferred that exceeds 1025% Owner and each Shareholder shall be entitled to have 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 then total issued and outstanding share capital of the Company (the “Offered Securities”)25% Owner by a fraction, the Investor numerator of which is the total number of shares of Capital Stock owned by such 25% Owner or Shareholder, as the case may be, and the denominator of which is the total number of shares of Capital Stock then owned by all Shareholders and the 25% Owner. Each Shareholder shall have the right to Transfer its Pro Rata Share a period of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period 5 days (the “Co-Sale Exercise NoticeOffer Period”). Failure by ) from the Investor Shareholder date on which notice of such opportunity is received to give the “ROFR Exercise Notice” nor 25% Owner written notice of its desire to participate in such sale, stating in such notice the “number of Shares desired to be sold; and if no such notice is given within the Co-Sale Exercise Notice” within the Option Period Offer Period, such Shareholder shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect have chosen not to such Offered Securitiesparticipate. If during the Investor Shareholder exercises its right under this Section 4.02Co-Sale Offer Period, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubtany Shareholders choose not to participate in such a sale, in whole or in part, the event that 25% Owner shall promptly notify all other participating Shareholders and such other Shareholders shall have the Founder proposes to Transfer Ordinary Shares that represents no more than 10% right, for a 5-day period beginning on the first day after the expiration of the then total issued Co-Sale Offer Period, to increase the number of Shares they may sell pursuant to this Article V, so that each Shareholder and outstanding share capital of the Company 25% Owner get to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation sell additional shares in such transaction in the sale by promptly delivering same proportion as the Shares they are permitted to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities sell in such transaction pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register second sentence of members upon consummation of such Transferthis section.

Co-Sale Right. In the event that any Stockholder (athe “Selling Stockholder”) Subject to Article III, if the Transferor proposes to Transfer sell all or any Ordinary Shares that represents more portion of its Company Securities (other than in an Excluded Transfer), the Selling Stockholder shall, after complying with the applicable provisions of Section 4.1 and no later than ten (10% ) Business Days after the expiration of the then total issued options referred to in Sections 4.1(c) and outstanding share capital (d), deliver to each Investor Stockholder written notice (the “Selling Stockholder Notice”) thereof describing such Company Securities (including the class or classes thereof) subject to sale and the terms and conditions of the Company to one or more Persons such sale. Upon receipt of a Selling Stockholder Notice, each such Investor Stockholder (other than the Investor Shareholder Selling Stockholder, if applicable), by giving written notice to the Selling Stockholder of its election to participate not later than ten (excluding Transfers 10) Business Days following receipt of Ordinary Shares the Selling Stockholder Notice, may participate in such sale by including therein a portion of such Stockholder’s Company Securities comprised of a number of Company Securities of the same class equal to the product of (i) the number of Company Securities of such class to be sold by the Selling Stockholder in connection with an ESOP such sale and (ii) a fraction, the numerator of which is the Companynumber of Company Securities of such class then owned by such Investor Stockholder immediately prior to giving effect to such sale and the denominator of which is the aggregate number of Company Securities of such class then owned by all Investor Stockholders and the Selling Stockholder (without duplication), with respect immediately prior to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder giving effect to such sale. Such sale shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice be made on the same terms and conditions as specified of the sale described in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Selling Stockholder Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that to be sold by Selling Stockholder in connection with such sale shall be reduced by the number of Company Securities sold by the Investor Shareholder elects to sell. Stockholders (cexcluding, if applicable, the Selling Stockholder) The share certificate or certificates that are delivered to the Transferor pursuant to this Section 4.02(b) 4.2(a). For purposes of this Section 4.2, the Class A Common Stock and Class B Common Stock shall be submitted deemed to the Company for cancellation and the Company shall, upon the consummation be of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfersame class.

Co-Sale Right. (ai) Subject to Article III, if the Transferor proposes to Transfer If any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one Member or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital Members of the Company (the “Offered SecuritiesSelling Member(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, units of Membership Interest in the 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 Investor Shareholder Selling Member(s) may only sell (and the Company shall, within its powers to do so, ensure that such Selling Member(s) shall have only sell) such number of units of Membership Interest subject to and in accordance with this Section 5(d). (ii) The Selling Member(s) shall give to the right to Transfer its Pro Rata Share Subscriber not less than 30 calendar days’ notice in advance of the Offered Securitiesproposed sale (a “Co-Sale Notice”). The Co-Sale Notice shall specify: (A) the identity of the 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 Member 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 Member that it wishes to sell that number of its Securities equal to the product obtained by multiplying (x) the aggregate number of units of Membership Interest proposed to be sold by the Selling Member(s) by (y) a fraction, the numerator of which is the number of Securities at the time owned by the Subscriber and the denominator of which is the aggregate number of units of Membership Interest at the time owned by the Selling Member(s) and the Subscriber, to the prospective transferee identified in the Transfer Notice Buyer on the same terms and conditions as specified set out in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure , by sending a counter-notice which shall specify the number of Securities which the Subscriber wishes to sell, and the number of units of Membership Interest to be sold by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period Selling Member(s) shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. reduced accordingly. (iii) If the Investor Shareholder exercises its right under this Section 4.02, Subscriber does not send a counter-notice within such 20 calendar Day period it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event to have specified that the Founder proposes it wishes to Transfer Ordinary Shares that represents sell no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale rightSecurities. (biv) The Investor Shareholder Company shall effect use its participation in the best efforts to ensure that no sale by promptly delivering any Selling Member shall be made pursuant to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or any Co-Sale Notice more share certificates, which represent the type and number than three months after service of Company Securities that the Investor Shareholder elects to sellCo-Sale Notice. (cv) The share certificate If the Subscriber is not afforded the right to act upon or certificates that participate in the transaction contemplated by the Co-Sale Notice in accordance with the provisions of this Section 5(d), or, having given notice of its wish to participate in such transaction the Subscriber’s Securities are delivered to not acquired simultaneously with, and on the Transferor pursuant to Section 4.02(bsame terms as, the Selling Member(s)’ securities, the Selling Member(s) shall be submitted to the Company for cancellation may not complete (and the Company shall, upon shall use its best efforts to ensure that they shall not complete) such transaction and the consummation of the sale of Board shall be bound to refuse to register (and the Company Securities pursuant shall procure that the Board does refuse to register) any transfer of securities intended to carry such transaction into effect. (vi) In this Section 5(d), references to the terms singular shall include the plural and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfervice versa.

Co-Sale Right. (a1) Subject to Article III2.1 hereof, if the Transferor proposes to Transfer when I-Mab HK (including any Ordinary Shares that represents more than 10% Affiliate of the then total issued and outstanding share capital I-Mab HK who acquires equity of the Company through Exempt Transfer pursuant to one or more Persons other than Article 2.1 (i) hereof) and/or any the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an Management member and/or the Management Holdco and/or the ESOP of the Company), with respect Holdco propose to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital transfer any equity of the Company (held by them, if any Investor decides not to exercise the “Offered Securities”)Right of First Refusal specified in Article 3.2 of this Agreement, the such Investor Shareholder shall have the right to Transfer its Pro Rata Share to, within five (5) Working Days after expiration of the Offered SecuritiesFirst RoFR Exercise Period, respond in writing to the prospective transferee identified 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 Transfer Notice on sale of equity of the Company by such Selling Shareholder(s) under the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period of sale (the “Co-Sale Exercise NoticeRights”). Failure 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 not exceed the product of the following: (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 Shareholder who intends to give exercise the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within Rights, the Option Period denominator of which is the total number of equity of the Company held by all Investors of the same round who intend to exercise the Co-Sale 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 be deemed a consent procure the Proposed Transferee to agree to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its above-mentioned co-sale right under 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 the Investors who intend to exercise the Co-Sale 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 Section 4.02 with respect Agreement, when I-Mab HK (including any Affiliate of I-Mab HK who acquires equity of the Company through Exempt Transfer pursuant to such Offered Securities. If Article 2.1 (i) hereof) and/or the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed Management and/or the Investor Shareholder waived its right of first refusal under Section 4.01. For Management Holdco and/or the avoidance of doubt, ESOP Holdco have already cumulatively sold equity held by them in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10Company in excess of 6% of the then total issued and outstanding share 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 one 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 Investor has the right to, within five (5) Working Days after expiration of the RoFR Exercise Period, respond in writing to the Company and I-Mab HK and/or the Management and/or the Management Holdco and/or the ESOP Holdco (as the Selling Shareholder(s)), requesting to sell any part or more Persons other than all equity of the Company held by it to the Proposed Transferee under the same conditions of sale (the “Full Co-Sale Rights”). If the Proposed Transferee does not agree to purchase any part or all equity that any Investor Shareholderrequests to sell by exercising the Fully Co-Sale Rights, I-Mab HK and/or the Investor Shareholder Management and/or the Management Holdco and/or the ESOP Holdco (as the Selling Shareholder(s)) shall have no copurchase all equity requested to be sold by the Investors who intend to exercise the Full Co-sale rightSale Rights at the same conditions, otherwise they shall not transfer Offered Equity to the Proposed Transferee. (b3) The Investor Shareholder shall effect its participation This Article 3.3 does not apply to any Exempt Transfer listed in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sellArticle 2.1. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.

Co-Sale Right. (a) Subject If the Offered Securities (when taken together with any Shares Transferred by any Selling Shareholder(s) during the six (6) months prior to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% date of the then total issued and outstanding share capital Sales Notice) constitute at least one percent (1%) of the Company to one or more Persons Outstanding Shares on the date of the Sales Notice, then each Minority Shareholder other than any Offeree Shareholder that has exercised its rights under Section 10.3 (a “Non- Purchasing Shareholder”) shall have the Investor Shareholder right, exercisable upon written notice (excluding Transfers of Ordinary Shares in connection “Co-Sale Notice”) to the Selling Shareholder(s) with an ESOP a copy to the Company, within sixty (60) days after receipt of the Company)Sales Notice, to participate in such sale or transfer of Offered Securities, by selling or Transferring the same type of Shares (“Equivalent Shares”) held by the Non-Purchasing Shareholder to the proposed transferee(s) named in the applicable Sales Notice and/or the Offeree Shareholders who have exercised their rights under Section 10.3 with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall have the right to Transfer its Pro Rata Share of the Offered Securities, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Shares. Such Non-Purchasing Shareholder’s Co-Sale Exercise Notice”Notice shall indicate the number of Equivalent Shares (up to that number determined in Section 10.4(b)) such Non-Purchasing Shareholder wishes to sell. Failure by To the Investor Shareholder extent one or more Non-Purchasing Shareholders exercise such right to give the “ROFR Exercise Notice” nor the “sell Equivalent Shares pursuant to a Co-Sale Exercise Notice” within , the Option Period number of Offered Securities that each Selling Shareholder may sell in the transaction shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this correspondingly reduced as set forth in Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.0110.4(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 event that the Founder proposes Transfer of Equivalent Shares by a Non-Purchasing Shareholder pursuant to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale rightthis Section 10.4. (b) The Investor Each Non-Purchasing Shareholder shall effect its participation in and Selling Shareholder may sell all or any part of that number of Equivalent Shares or Offered Securities, as the sale by promptly delivering case may be, equal to the Transferor for Transfer product (rounded to the prospective transferee, before nearest whole Share) obtained by multiplying: (i) the applicable closing, one or more share certificates, which represent the type and aggregate number of Company Securities that Offered Securities; by (ii) a fraction: (A) the Investor numerator of which is the total number of Outstanding Shares held by such Non-Purchasing Shareholder elects to sellor 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 share certificate or certificates that are delivered to Transfer of Equity Securities by the Transferor pursuant to Section 4.02(bSelling Shareholder(s) and the Non- Purchasing Shareholder(s) shall be submitted carried out simultaneously. To the extent that any prospective transferee prohibits such assignment or otherwise refuses to purchase the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified Equivalent Shares from any Non-Purchasing Shareholder in the Transfer Noticeexercise of its rights of co-sale hereunder, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.Selling Shareholder(s) 33

Co-Sale Right. (ai) Subject to Article IIIthe above Section 4.1 of this Agreement, if within five (5) Business Days after expiration of the Option Period or the Over-Allotment Period (as the case may be), the Transferor proposes (if it is any of Ruipeng Members, Skyfield Minority Members or Xxxxxxxxx (except for the Transfer set out in Section 4.1(iii)(a) and (b)) shall give written notice (the “First Refusal Expiration Notice”) to Transfer any Ordinary Shares each Offeree specifying either (x) that represents more than 10% all of the then total issued and outstanding share capital Offered Shares were purchased by the Offerees exercising their Rights of First Refusal, or (y) that the Offerees have not purchased all of the Company Offered Shares and that such unpurchased Offered Shares shall be subject to one or more Persons other than the Investor Shareholder Co-Sale Right (excluding Transfers of Ordinary Shares in connection with an ESOP as defined below) of the CompanyCo-Sale Shareholders (as defined below), in which case the First Refusal Expiration Notice shall specify the Co-Sale Shareholders’ Co-Sale Pro Rata Portion (as defined below) of the remaining Offered Shares for the purpose of their Co-Sale Rights described in this Section 4.4. (ii) Subject to Section 4.1 of this Agreement and to the extent the Offerees have not exercised their Right of First Refusal with respect to all the portion Offered Shares, the Transferor (if it is any of Ruipeng Members, Skyfield Minority Members or Xxxxxxxxx (except for the Ordinary Shares Transferred that exceeds 10% of the then total issued Transfer set out in Section 4.1(iii)(a) and outstanding share capital of the Company (the “Offered Securities”b)), the Investor Shareholder then each Offeree who is a Member other than Ruipeng Members, Skyfield Minority Members or Xxxxxxxxx and has not exercised its Right of First Refusal in full or in part (each, a “Co-Sale Shareholder”) shall have the right (the “Co-Sale Right”), exercisable upon written notice to Transfer its Pro Rata Share the Transferor (the “Co-Sale Notice”), within twenty (20) Business Days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Securities, to Shares at the prospective transferee identified in the Transfer Notice same price and on the same terms and conditions as specified in the Transfer Notice. (iii) The Co-Sale Notice by notifying shall set forth the number of Shares that such Co-Sale Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion of such Co-Sale Shareholder. To the extent one or more of Co-Sale Shareholders exercise such right of participation pursuant to this Section 4.4, the number of Offered Shares that the Transferor may sell in the transaction shall be correspondingly reduced. To the extent that any Co-Sale Shareholder does not participate in the sale to the full extent of its Co-Sale Pro Rata Portion, the Transferor and the Company in writing during participating Co-Sale Shareholders shall, within five (5) Business Days after the Option Period expiration of the Co-Sale Right Period, make such adjustments to the Co-Sale Pro Rata Portion of each participating Co-Sale Shareholder so that any remaining Offered Shares may be allocated to other participating Co-Sale Shareholders on a pro rata basis. (iv) Each Co-Sale Shareholder exercising its Co-Sale Right may sell all or any part of that number of Shares held by it that is equal to the product obtained by multiplying (x) the aggregate number of the Offered Shares subject to the Co-Sale Right hereunder by (y) a fraction, the numerator of which is the number of Shares owned by such Co-Sale Shareholder on the date of the Transfer Notice and the denominator of which is the total combined number of all Shares owned by the Transferor and all the Co-Sale Shareholders exercising their Co-Sale Right hereunder on the date of the Transfer Notice (the “Co-Sale Exercise NoticePro Rata Portion”). Failure by . (v) If the Investor Shareholder Third Party Purchaser refuses to give purchase the “ROFR Exercise Notice” nor Shares from the “Co-Sale Exercise Notice” within Shareholders, then the Option Period Transferor shall be deemed a consent to not proceed with the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale rightProposed Transfer. (bvi) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor If any Co-Sale Shareholder elects to sell. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to exercise its Co-Sale Right, the Company for cancellation and each of the Company other Members shall, upon the consummation of the sale of the Company Securities pursuant to the terms request from such Co-Sale Shareholder, sign all documents and conditions specified in the Transfer Notice, issue a new share certificate take all actions as necessary to the Investor Shareholder for completion of the remaining balance. The Company shall update its register of members upon consummation of such Transfer.

Co-Sale Right. (a) Subject to Article III, if If at any time the Transferor proposes Managing Member determines to Transfer any Ordinary Shares that represents more some or all of its Interest in a Change of Control Event (other than 10% in a Transfer to an Affiliate of the then total issued Managing Member and outstanding share capital excluding, for the avoidance of doubt, any Transfer of Capital Stock of the Company to one or more Persons other than Managing Member) and does not exercise its rights under Section 9.6, the Investor Shareholder Managing Member shall provide the Founder Members with at least thirty (excluding Transfers 30) days’ prior written notice of Ordinary Shares in connection such Transfer, together with an ESOP a reasonable description of the Company), with respect to the portion terms of the Ordinary Shares Transferred that exceeds 10% of offer to Transfer such Interest, including the then total issued and outstanding share capital of the Company price thereof (the “Offered SecuritiesManaging Member Transfer Notice”), the Investor Shareholder . (b) Each Founder Member shall have the right right, by delivering to Transfer its Pro Rata Share the Managing Member a written notice within ten (10) days after receipt of the Offered Securities, to the prospective transferee identified in the Managing Member Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the each, a “Co-Sale Exercise Notice”). Failure , to Transfer on the same terms and conditions as the Transfer by the Investor Shareholder Managing Member, a percentage of such Founder Member’s Interest equal to give proportion of the “ROFR Exercise Notice” nor Managing Member’s Units (relative to the “Conumber of Units held by the Managing Member) being transferred by the Managing Member. Notwithstanding the foregoing, the obligations of the Founder Members under this Section 9.5 are subject to the following conditions: (i) the consideration payable upon consummation of such Transfer to the Founder Members participating in such Transfer in respect of their Units shall be allocated with respect to each Unit being Transferred in accordance with Section 10.2 (provided that for purposes of Section 5.14(a), the reference to then-Sale Exercise Notice” within the Option Period outstanding Percentage Interests shall be deemed a consent to refer to the Transfer and a waiver Percentage Interests sold by the Investor Shareholder of its right of first refusal under this Section 4.01 and its coMembers); (ii) the expenses incurred by the Managing Member or any additional escrow for post-sale right under this Section 4.02 with respect to such Offered Securities. If closing expenses established by the Investor Shareholder exercises its right under this Section 4.02, it Managing Member shall be deemed borne by the Investor Shareholder waived its right Members participating in such Transfer in accordance with the Percentage Interest being sold by such Founder Member relative to the Percentage Interests being sold by all of first refusal under Section 4.01. For the Members, and (iii) no Founder Member participating in such Transfer shall be obligated to execute and deliver any document that would require such Founder Member to (1) make any representations or warranties about the Company (other than, for the avoidance of doubt, in representations or warranties with respect to such Founder Member’s title to and ownership of such Founder Member’s Membership Interest (the event that “Permitted Representations”)), or (2) assume any indemnification obligation or liability of any kind, other than (i) an obligation to indemnify for any breach of such Founder Member’s representations, warranties and covenants and (ii) an obligation to indemnify on a several (and not joint) basis for the Founder proposes breach of any other representations, warranties and covenants relating to Transfer Ordinary Shares that represents no more than 10% the Company (whether made by the Company or the Managing Member on behalf of the then total issued and outstanding share capital Company), which liability shall not in any event exceed the value of the Company to one or more Persons consideration received by such Founder Member in such sale (other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right. (b) The Investor Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one liability resulting from such Founder Member’s fraud or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sellintentional misconduct). (c) The share certificate or certificates In the event that are delivered a Founder Member does not deliver to the Transferor pursuant to Section 4.02(bManaging Member a Co-Sale Exercise Notice within ten (10) shall be submitted to the Company for cancellation and the Company shall, upon the consummation days after delivery of the sale of the Company Securities pursuant to the terms and conditions specified in the Managing Member Transfer Notice, issue such Founder Member shall be deemed to have waived its rights under this Section 9.5 with respect to such Transfer by the Managing Member, and the Managing Member may thereafter consummate the transaction without such Founder Member’s participation therein within ninety (90) days after expiration of the foregoing ten day period. In the event Managing Member does not consummate such transaction during such ninety (90) day period, it shall be required to give the Founder Members a new share certificate to Managing Member Transfer Notice, and the Investor Shareholder for the remaining balance. The Company provisions of this Section 9.5 shall update its register of members upon consummation of such Transferagain apply.

Co-Sale Right. (a) Subject 3.1 Notwithstanding anything to Article IIIthe contrary set forth in Section 2.3, if the Transferor proposes Founder may not sell any Shares which have not been elected to Transfer any Ordinary Shares that represents more than 10% be purchased by the Company or the Holders pursuant to Section 2 until each of the then total issued and outstanding share capital Holders shall have been given the opportunity, exercisable within twenty (20) days from the date of the Company Notice, to one or more Persons other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect sell to the portion of proposed purchaser or purchasers, upon the Ordinary Shares Transferred that exceeds 10% of same terms and conditions offered to the then total issued and outstanding share capital of the Company (the “Offered Securities”)Founder, the Investor Shareholder shall have the right up to Transfer its such Holder’s Co-Sale Pro Rata Share of the Offered Securities, Shares proposed to be sold. To the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its extent one or more Holders exercise such co-sale right in accordance with the terms and conditions of this Section 3, the number of Shares that the Founder may sell pursuant to the Notice shall be correspondingly reduced. 3.2 Holders who fail to notify the Founder within twenty (20) days after the Notice shall be deemed to have waived their rights under this Section 4.02 with respect 3. Any sale made pursuant to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it 3 shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% consummated within sixty (60) days of the then total issued and outstanding share capital end of the Company Notice Period and shall be conditioned upon the agreement of the proposed purchaser or purchasers that such proposed purchaser or purchasers will purchase from each Holder timely electing to one or more Persons other than participate in such sale pursuant to this Section 3, such Holder’s Co-Sale Pro Rata Share of the Investor Shareholder, the Investor Shareholder shall have no co-sale rightShares proposed to be sold. (b) The Investor Shareholder 3.3 Each Holder shall effect its participation in the sale by promptly delivering to the Transferor Founder for Transfer transfer to the prospective transfereepurchaser, before the applicable closingno later than fifteen (15) days after such Holder’s exercise of his, her or its rights under this Section 3, duly executed instrument(s) of transfer and one or more share certificates, which represent represent: (i) the type and number of Company Securities that the Investor Shareholder Ordinary Shares which such Holder elects to sell; or (ii) that number of Preference Shares that is at such time convertible into the number of Ordinary Shares that such Holder elects to sell; provided, however, that if the prospective purchaser objects to the sale of Preference Shares in lieu of Ordinary Shares, such Holder shall convert such Preference Shares into Ordinary Shares and sell Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual sale of such shares to the proposed purchaser (and to make entries in its register of members accordingly). (c3.4 The duly executed instrument(s) The of transfer and share certificate or certificates that are delivered the Holder delivers to the Transferor Founder pursuant to Section 4.02(b) 3.3 shall be submitted transferred to the Company for cancellation and the Company shall, prospective purchaser upon the consummation of the sale of the Company Securities Shares pursuant to the terms and conditions specified in the Transfer Notice, issue and the Founder shall concurrently therewith remit to such Holder that portion of the sale proceeds to which such Holder 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 new share certificate Holder exercising its rights of co-sale hereunder, the Founder shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Founder shall purchase such shares or other securities from such Holder on the same terms and conditions (including the proposed purchase price) as set forth in the Notice. 3.5 The parties hereby agree that the terms and conditions of any co-sale by a Holder pursuant to this Section 3 will be memorialized in, and governed by, the same written purchase and sale agreement pursuant to which the Founder sells Shares to the Investor Shareholder for proposed purchaser or purchasers or a substantially identical agreement as a condition precedent to any sale or other transfer by the remaining balance. The Company shall update its register of members upon consummation of such TransferFounder pursuant to this Section 3.

Co-Sale Right. (a) Subject to Article III, if If an Investor or the Transferor Founder proposes to Transfer sell or transfer any Ordinary Shares that represents more than 10% of his Equity Securities (a "SELLING HOLDER") then the then total issued and outstanding share capital Selling Holder shall, after compliance with any right of first refusal contained in the Company's Bylaws, promptly give written notice (the "NOTICE") simultaneously to the Company and to one the Investors prior to the closing of such sale or more Persons other than transfer. The Notice shall describe in reasonable detail the Investor Shareholder (excluding Transfers proposed sale or transfer including, without limitation, the number of Ordinary Shares in connection with an ESOP Equity Securities to be sold or transferred, the percentage such number of the Company), shares constitutes with respect to the portion aggregate number of shares of Common Stock (on an as-if-converted to Common Stock basis) then held by such Selling Holder, the Ordinary Shares Transferred nature of such sale or transfer, the consideration to be paid and the name and address of each prospective purchaser or transferee. In the event that exceeds 10% the sale or transfer is being made pursuant to the provisions of the then total issued and outstanding share capital of the Company (the “Offered Securities”Sections 2.4(a), the Notice shall state under which provision the sale or transfer is being made. (b) Each Investor Shareholder shall have the right right, exercisable upon written notice to Transfer its Pro Rata Share of such Selling Holder within ten (10) business days after the Offered SecuritiesNotice, to the prospective transferee identified participate in the Transfer Notice such sale of Equity Securities on the same terms and conditions as specified in conditions. Such notice shall indicate the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period number of shares of Equity Securities (the “Coon an as-Sale Exercise Notice”)if-converted to Common Stock basis) such Investor wishes to sell under its right to participate. Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent Subject to the Transfer and a waiver by provisions of subsection (c) below, to the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to extent one or more Persons other than of the Investor ShareholderInvestors exercises such right of participation in accordance with the terms and conditions set forth below, the Investor Shareholder number of Equity Securities that such Selling Holder may sell in the transaction shall have no co-sale rightbe correspondingly reduced. (bc) The Each electing Investor Shareholder (a "PARTICIPANT") may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of Equity Securities covered by the Notice by (ii) a fraction the numerator of which is the number of shares of stock owned by such Participant at the time of the sale or transfer and the denominator of which is the total number of shares of Common Stock owned by such Selling Holder and the number of shares of stock (on an as-if-converted to Common Stock basis) owned by such electing Participants at the time of the sale or transfer. (d) Each Participant shall effect its participation in the sale by promptly delivering to the Transferor Selling Holder for Transfer transfer to the prospective transferee, before the applicable closing, purchaser one or more share certificates, properly endorsed for transfer, which represent represent: (i) the type and number of Company Securities that the Investor Shareholder shares of Common Stock which such Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(d)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (ce) The share stock certificate or certificates that are delivered the Participant delivers to the Transferor such Selling Holder pursuant to Section 4.02(b2.3(d) shall be submitted transferred to the Company for cancellation and the Company shall, upon the prospective purchaser in consummation of the sale of the Company Securities Common Stock pursuant to the terms and conditions specified in the Transfer Notice, issue and such Selling Holder shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant 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 a new share certificate Participant exercising its rights of co-sale hereunder, such Selling Holder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Notice. Any prospective purchaser shall furnish the Investors with a written agreement to be bound by and comply with all provisions of Section 2.3. (f) In the event that the prospective purchaser(s) purchase(s) fewer shares than set forth in the Notice, the shares sold by the Selling Holder and the Participants shall be reduced pro rata calculated pursuant to Section 2.3(c), based on the number of shares they would have been entitled to sell had the purchaser(s) purchased all the shares set forth in the Notice. (g) The exercise or non-exercise of the rights of the Participants hereunder to participate in one or more sales of Equity Securities made by a Selling Holder shall not adversely affect their rights to participate in subsequent sales of Equity Securities subject to Section 2(a). (h) If none of the Investors elects to participate in the sale of the Equity Securities subject to the Investor Shareholder Notice, such Selling Holder may, not later than sixty (60) days following delivery to the Company of the Notice, enter into an agreement providing for the remaining balance. The Company shall update its register closing of members upon consummation the transfer of the Equity Securities covered by the Notice within thirty (30) days of such Transferagreement on terms and conditions not more favorable to the transferor than those described in the Notice. Any proposed transfer on terms and conditions more favorable than as described in the Notice by the Selling Holder, shall again be subject to the co-sale rights of the Investors and shall require compliance by such Selling Holder with the procedures described in this Section 2.3.

Co-Sale Right. (a) Subject to Article III, if the Transferor If at any time a Holder proposes to Transfer or sell any Ordinary Shares that represents more than 10% of (the then total issued and outstanding share capital of the Company “Co-Sale Shares”) to one or more Persons any person other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the a “Offered SecuritiesBuyer”), each of the Investor Shareholder Investors shall have the right to Transfer its Pro Rata Share of the Offered Securities, sell to the prospective transferee identified in Buyer, as a condition to such sale by such Holder, at the Transfer Notice same price per share and on the same terms and conditions as specified involved in such sale by such Holder (as stated in the Transfer Notice by notifying Offer provided under Section 3.2(a)), such number of shares equal to the Transferor and the Company in writing during the Option Period (the “Co-Sale Exercise Notice”). Failure Shares multiplied by a fraction, the numerator of which is the aggregate number of shares of capital stock of the Company (calculated on a fully-diluted basis) owned by the particular Investor Shareholder desiring to give sell shares to a Buyer, and the “ROFR Exercise Notice” nor denominator of which is the “Co-Sale Exercise Notice” within sum of all shares of capital stock of the Option Period shall be deemed Company (calculated on a consent fully­diluted basis) owned by all Investors desiring to the Transfer and participate in a waiver by the Investor Shareholder of its right of first refusal sale to a Buyer under this Section 4.01 and its co-sale right under this Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right3.3. (b) The Each Investor Shareholder wishing to participate in any sale under this Section 3.3 shall effect its participation notify in writing the sale by promptly delivering Holder selling hereunder of such intention as soon as practicable after such Investor’s receipt of the Offer made pursuant to Section 3.2(a), and in any event within ten (10) Business Days after the date such Offer was delivered to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sellInvestors. (c) The share certificate or certificates that are delivered Holder selling hereunder and each participating Investor shall sell to the Transferor Buyer all, or at the option of the Buyer, any part of the shares proposed to be sold by them at not less than the price and upon such other terms and conditions, if any, not more favorable to the Buyer than those in the Offer provided by such Holder under Section 3.2(a); provided, however, that any purchase of less than all of such shares by the Buyer shall be deducted from the number of shares offered to be sold by such Holder and each participating Investor pro rata based upon the applicable number of Co-Sale Shares desired to be sold by the Holder and the number of shares that each participating Investor is entitled to sell pursuant to Section 4.02(b3.3(a). (d) Any sale of securities pursuant to this Section 3.3 shall be submitted expressly conditioned upon the Buyer of such securities becoming a party to this Agreement by executing an Instrument of Adherence, in which event such Buyer shall be bound by all of the provisions of this Agreement to the Company for cancellation same extent as if such Buyer were the Holder selling such securities, and the Company shall, upon the consummation of the sale of the Company Securities pursuant all securities sold shall at all times remain subject to the terms and conditions specified of this Agreement in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation hands of such TransferBuyer.

Co-Sale Right. 10.1 Specific to each party hereto, provided that certain A-share listed company in the country (a“Transferee”) as the acquirer sends a notice to any party (“Transferor”) hereto, specifying its intention to purchase the equity or equity held by such party in the Subject Company, the parties (hereinafter referred to Article III, if the Transferor proposes to Transfer any Ordinary Shares that represents more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons as “Co-sale Right Shareholders”) other than the Investor Shareholder (excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred such party that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Investor Shareholder shall has received such notice have the right but no obligations to Transfer its Pro Rata Share request the Transferee to purchase certain proportion of equity (hereinafter referred to as “Co-sale Right”) from the Offered Securities, Co-sale Right Shareholders according to the prospective transferee identified in the Transfer Notice on the same terms conditions and conditions as price specified in the Transfer Notice notice of transfer. Such proportion is calculated according to the following formula: S=P*A/B, in which S refers to the proportion of equity available for sales by notifying the Co-sale Right Shareholders, P refers to the total number of equity and/or equity to be transferred, A represents e shareholding proportion of the Co-sale Right Shareholders and B refers to a sum of shareholding proportion of the Transferor and the Company Co-sale Right Shareholders. However, during the performance covenant period, the management team shall to be entitled to the rights mentioned in this article. 10.2 The Transferor shall notify the other shareholders (hereinafter referred to as “Transfer Notice”) in writing during of the Option Period sales of such equity, specifying (a) name of the “Transferor and the Transferee, (b) total number of equity and/or equity to be transferred, (c) transfer price of the equity to be sold and (d) other terms and conditions on the equity to be sold. 10.3 Provided that the Co-Sale Exercise Notice”)sale Right Shareholders decide to exercise their co-sale right, within 20 working days after the Transferor sends a notice of sales, it shall give a written notice, specifying the proportion of equity involved in the exercise of co-sale right. Failure by Provided that the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within sale Right Shareholders fail to issue the Option Period shall be deemed a consent to written notice of exercise of the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its co-sale right under this Section 4.02 with respect to during the aforesaid period, it is deemed as a waiver of such Offered Securities. right. 10.4 If the Investor Shareholder exercises its right under this Section 4.02, it shall be deemed Co-sale Right Shareholders decide to exercise the Investor Shareholder waived its right of first refusal under Section 4.01. For the avoidance of doubt, in the event that the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have no co-sale right, the Transferor shall take action to assist in the realization of co-sale right, including the corresponding reduction of their respective co-sale right proportion. (b) 10.5 If the Co-sale Right Shareholders have already appropriately exercised the co-sale right, and if the Transferee fails to purchase related equity from the Co-sale Right Shareholders, the Transferor shall not transfer such equity. Provided that the Transfer transfers the aforesaid equity without the written consent of the Co-sale Right Shareholders, such transfer shall be null and void. The Investor Shareholder shall effect Co-sale Right Shareholders have the right but no obligations to request the Transferor to acquire its participation equity and/or equity held in the Subject Company at the transfer price. Within 20 days upon receipt of the request from the Co-sale by promptly delivering to Right Shareholders, the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Investor Shareholder elects to sellshall complete such acquisition. (c) The share certificate or certificates that are delivered to the Transferor pursuant to Section 4.02(b) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to the Investor Shareholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer.