Common use of Co-Sale Right Clause in Contracts

Co-Sale Right. (a) Each Founder agrees that in the event it reaches an agreement to sell more than twenty percent (20%) of the Founders Stock owned by such Founder by means of any transaction or series of related transactions, it will provide written notice (the "Co-Sale Notice") to each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the 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 the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor shall have the right, exercisable upon written notice to the Founder delivered by certified mail, within fifteen (15) days after the giving of the Co-Sale Notice to the Major Investor, to participate in such sale of Common Stock on the same terms and conditions. To the extent a Major Investor exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock that the Founder may sell in the transaction shall be correspondingly reduced. (c) Each Major Investor may sell all or any part of that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock issued and held on the date of the Co-Sale Notice, or issuable upon conversion of the Preferred Stock then held, by such Major Investor and the denominator of which is the total number of shares of Common Stock (on an as-converted basis)

Co-Sale Right. (a) Each Founder agrees that in the event it reaches an agreement to sell more than twenty percent (20%) of the Founders Stock owned by such Founder by means of any transaction or series of related transactions, it will provide written notice (the "Co-Sale Notice") to each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitationWithout limiting Section 5.3, the number of shares of Common Stock to be sold or transferred, the 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 the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor shall have the right, exercisable upon delivery of a written notice to the Founder delivered by certified mailSelling Shareholder, with a copy to the Company, within fifteen twenty (1520) days Business Days after the giving date of the Co-Sale Notice to the Major InvestorTransfer Notice, to participate in such the sale of Common Stock on any Transfer Shares at the same price and upon the same terms and conditionsconditions indicated in the Transfer Notice. A failure by the Investor to respond within such prescribed period shall constitute a decision by the Investor not to exercise its right of co-sale as provided herein. To the extent a Major the Investor exercises such right of participation co-sale in accordance with the terms and conditions set forth below, the number of shares of Common Stock Transfer Shares that the Founder Selling Shareholder may sell in the transaction shall be correspondingly reduced.. The foregoing co-sale right of the Investor shall be subject to the following terms and conditions: (ca) Each Major the Investor may sell all or any part of its Pro Rata Share of the Transfer Shares. The Investor’s “Pro Rata Co-Sale Share” of a specified quantity of Transfer Shares shall mean that number of shares Ordinary Shares (or that number of Common Stock Preferred Shares which, if converted at the current conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of Transfer Shares proposed to be transferred multiplied by a fraction equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock issued and held on the date of the Co-Sale Notice, or issuable upon conversion of the Preferred Stock then held, by such Major Investor and the denominator of which is the total number of shares of Common Stock Ordinary Shares (on an as-converted basis)) then held by the Investor exercising co-sale rights pursuant to this Section 5.4, divided by (ii) the total number of Ordinary Shares held by the Selling Shareholder plus the total number of Ordinary Shares then held by the Investor exercising co-sale rights pursuant to this Section 5.4, on an as-converted basis. As used in this definition, the phrase “on an as-converted basis” shall mean assuming conversion of all Preferred Shares but not assuming exercise or conversion of any other outstanding option, warrants, or other convertible securities. (b) the Investor shall effect its participation in the sale by promptly delivering to the Selling Shareholder, with a copy to the Company, for transfer to the prospective purchaser share certificates in respect of all Shares to be sold by the Investor and a transfer form signed by the Investor, which indicates: (i) the number of Ordinary Shares which the Investor elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that the Investor elects to sell; or (iii) any combination of the foregoing; provided, however, that if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, the Investor shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser.

Co-Sale Right. (a) Each If any Founder agrees that in the event it reaches an agreement proposes to sell more or transfer any shares of Stock (other than twenty percent (20%exempt transfers as set forth in Section 2) of the Founders Stock owned by then such Founder by means of any transaction or series of related transactions, it will provide shall promptly give written notice (the "Co-Sale “Notice"”) to each Major Investor the Company and the Stockholders at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the 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 the sale or transfer is being made pursuant to the provisions of or paragraph (g2(a) or (h2(b) hereof, then such Founder shall promptly give written notice to the Co-Sale Notice Company at least twenty (20) days prior to the closing of such sale or transfer and shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor Stockholder shall have the right, exercisable upon written notice to the such Founder delivered by certified mail, within fifteen (15) days after the giving receipt of the Co-Sale Notice to the Major InvestorNotice, to participate in such sale of Common Stock on the same terms and conditions. To the extent a Major Investor one or more of the Stockholders exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock that the Founder may sell in the transaction shall be correspondingly reduced. (c) Each Major Investor Stockholder may sell all or any part of that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock issued and held on owned by the date Stockholder at the time of the Co-Sale Notice, sale or issuable upon conversion of the Preferred Stock then held, by such Major Investor transfer and the denominator of which is the total number of shares of Common Stock owned by the Founder and the Stockholders at the time of the sale or transfer. For purposes of this Agreement, “Common Stock” shall mean shares of the Company’s common stock and shares of the Company’s common stock issued or issuable upon conversion of shares of Preferred Stock. (on an asd) If any Stockholder fails to elect to fully participate in such Founder’s sale pursuant to this Section 1, the Founder shall give notice of such failure to the Stockholders who did so elect (the “Participants”). Such notice may be made by telephone if confirmed in writing within two (2) days. The Participants shall have five (5) days from the date such notice was given to agree to sell their pro rata share of the unsold portion. For purposes of this paragraph, a Participant’s pro rata share shall be the ratio of (x) the number of shares of Common Stock held by such Participant to (y) the total number of shares of Common Stock held by all Participants and the Founder. (e) Each Participant shall effect its participation in the sale by promptly delivering to the Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of the Company’s 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 the Company’s 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 the Company’s common stock, such Participant shall convert such Preferred Stock into the Company’s common stock and such common stock as provided in subparagraph 1(e)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (f) The stock certificate or certificates that the Participant delivers to the Founder pursuant to paragraph 1(e) shall be transferred to the prospective purchaser in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Notice, and the Founder 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 Participant exercising its rights of co-converted basissale hereunder, the Founder shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, the Founder shall purchase such shares or other securities from such Participant. (g) The exercise or non-exercise of the rights of the Participants hereunder to participate in one or more sales of Stock made by the Founder shall not adversely affect their rights to participate in subsequent sales of Stock subject to paragraph 1(a).

Co-Sale Right. (a) Each Founder agrees that in In the event it reaches an agreement the Company, the Investors, the Series A Stockholders, and/or the Other Common Stockholders fail to sell more than twenty percent (20%) exercise their respective rights to purchase all of the Founders Offered Stock owned by such Founder by means of any transaction a Common Stockholder subject to Section 3(a) and/or (b) hereof, following the exercise or series expiration of related transactionsthe rights of purchase set forth in Section 3(a) and 3(b), it will provide then the Common Stockholder shall deliver to the Company, which the Company shall in turn promptly deliver to each Investor and Series A Stockholder, written notice (the "Co-Sale Notice") to that each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the 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 the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor Series A Stockholder shall have the right, exercisable upon written notice to the Founder delivered by certified mail, Selling Stockholder within fifteen (15) 15 days after the giving receipt of the Co-Sale Notice to by the Major InvestorInvestors and Series A Stockholders, to participate in such sale Transfer of Stock by the Common Stock Stockholder to the Proposed Transferee ("Co-Sale Stock") on the same terms and conditions. Such notice shall indicate the number of shares of Common Stock such Investor or Series A Stockholder wishes to sell under its right to participate. To the extent a Major Investor exercises one or more of the Investors or Series A Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Co-Sale Stock that the Founder such Selling Stockholder may sell in the transaction shall be correspondingly reduced. (cb) Each Major Investor and Series A Stockholder may sell all or any part of that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Co-Sale Stock covered by the Co-Sale Selling Stockholder Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock issued and held on owned by such Investor or Series A Stockholder at the date time of the Co-Sale Notice, or issuable upon conversion of the Preferred Stock then held, by such Major Investor Transfer and the denominator of which is the total number of shares of Common Stock owned by such Selling Stockholder and the Investors and Series A Stockholders at the time of the Transfer. If not all of the Investors and Series A Stockholders elect to sell their share of the Co-Sale Stock proposed to be transferred within said 15-day period, then the Selling Stockholder shall promptly notify in writing the Investors and Series A Stockholders who do so elect and shall offer such Investors and Series A Stockholders the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this Section 5(b). The Investors and Series A Stockholders shall have five days after the receipt of such notice to notify the Selling Stockholder of their election to sell all or a portion thereof of the unsubscribed shares. (c) Each Investor and Series A Stockholder who elects to participate in the Transfer pursuant to this Section 5 (a "Participant") shall effect its participation in the Transfer by promptly delivering to the Selling Stockholder for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent: (i) number of shares of Common Stock which such Participant elects to sell; or (ii) that number of shares of Series A Convertible Preferred Stock or Series B Convertible 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 Proposed Transferee objects to the delivery of Series A Convertible Preferred Stock or Series B Convertible Preferred Stock in lieu of Common Stock, such Participant shall convert such Series A Convertible Preferred Stock and Series B Convertible Preferred Stock into Common Stock and deliver Common Stock as provided in Section 5(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the Proposed Transferee. (d) The stock certificate or certificates that the Participant delivers to such Selling Stockholder pursuant to Section 5(c) shall be transferred to the Proposed Tranferee in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Selling Stockholder 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 Proposed Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, such Selling Stockholder shall not sell to such Proposed Transferee any Co-Sale Stock unless and until, simultaneously with such sale, such Selling Stockholder shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Co-Sale Notice. (e) To the extent that the Investors and Series A Stockholders do not elect to participate in the sale of the Co-Sale Stock subject to the Co-Sale Notice, such Selling Stockholder may, not later than 120 days following delivery to the Company of the Co-Sale Notice, enter into an asagreement providing for the closing of the Transfer of the Co-converted basis)Sale Stock covered by the Co-Sale Notice within 30 days of such agreement on terms and conditions not materially more favorable to the Selling Stockholder than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed transfer of any of the Co-Sale Stock by a Selling Stockholder, shall again be subject to the co-sale rights of the Investors and Series A Stockholders and shall require compliance by a Selling Stockholder with the procedures described in this Section 5. (f) The exercise or non-exercise of the rights of the Investors and Series A Stockholders hereunder to participate in one or more Transfers of Co-Sale Stock made by such Selling Stockholder shall not adversely affect their rights to participate in subsequent Transfers of Co-Sale Stock subject to this Section 5.

Co-Sale Right. (a) Each Founder agrees that in To the event it reaches an agreement to sell more than twenty percent (20%) of extent the Founders Stock owned by such Founder by means of any transaction or series of related transactions, it will provide written notice (the "Co-Sale Notice") to each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, Company and the name and address Holders do not exercise their respective rights of each prospective purchaser or transferee. In the event that the sale or transfer is being made refusal as to all Offered Shares pursuant to the provisions of paragraph (g) or (h) hereofSection 2.1, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor then each Holder shall have the right, exercisable upon written notice to the Founder delivered by certified mail, Selling Stockholder within fifteen thirty (1530) days after the giving receipt of the Co-Sale Notice referred to the Major Investorin Section 2.1(a), to participate in such sale of Common Stock on the same terms and conditions. To the extent a Major Investor one or more of the Holders exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock that the Founder Selling Company Stockholder may sell in the transaction shall be correspondingly reduced.. The co-sale right of each Holder shall be subject to the following terms and conditions: (ca) Each Major Investor Holder may sell all or any part of that number of shares of Common Stock held by such Holder that is equal to the product obtained by multiplying (ix) the aggregate number numbers of shares of Common Stock covered by the Co-Sale Additional Notice pursuant to Section 2.1 by (iiy) a fraction fraction, the numerator of which is the number of shares of Common Stock issued and held on owned by the date Holder at the time of the Co-Sale Notice, sale or issuable upon conversion of the Preferred Stock then held, by such Major Investor transfer and the denominator of which is the total combined number of shares of Common Stock of the Company at the time owned by all Holders and all Common Stockholders. (b) Each Holder shall effect is participation in the sale by promptly delivering to the Selling Common Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Holder 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 that such Holder elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Holder shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in subparagraph 2.2(b)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (c) The stock certificate or certificates that the Holder delivers to the Selling Common Stockholder pursuant to paragraph 2.2 shall be transferred to the prospective purchaser in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Notice, and the Selling Common Stockholder 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 prohibits such assignment or otherwise refused to purchase shares or other securities from a Holder exercising its rights of co-sale hereunder, the Selling Common Stockholder shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, the Selling Common Stockholder shall purchase such shares or other securities from such Holder. (d) To the extent the Company and the Holders do not exercise their rights of refusal and the Holders do not elect to participate in the sale of Stock subject to the Notice, the Selling Common Stockholder may, not later than ninety (90) days following delivery to the Company and each of the Holders of the Notice, conclude a transfer of the Stock covered by the Notice and not elected to be purchased by the Company or the Holders on an asterms and conditions not more favorable to the transferor than those described in the Notice. Any proposed transfer on terms and conditions more favorable than those described in the Notice, as well as any subsequent proposed transfer of any Stock by the Selling Common Stockholder, shall again be subject to the co-converted basis)sale rights of the Investors and shall require compliance by the Selling Common Stockholder with the procedures described in this Section 2.

Co-Sale Right. (a) Each Founder agrees that in the event it reaches an agreement to sell more than twenty percent (20%) of the Founders Stock owned by such Founder by means of any transaction or series of related transactions, it will provide written notice (the "Co-Sale Notice") to each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the 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 the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor A Holder shall have the right, exercisable upon written notice to the Founder delivered by certified mail, Selling Holder within fifteen (15) days after the giving receipt of the Co-Sale Transfer Notice by the Holders, to the Major Investorextent the Offered Shares are not purchased by the Company or by the Holders pursuant to Section 20.3, to participate in such the Selling Holder's sale of Common Stock on pursuant to the same specified terms and conditionsconditions of such Transaction. To the extent a Major Investor exercises that one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock that the Founder Selling Holder may sell in the transaction Transaction shall be correspondingly reduced.. The right of participation of each of the Holders shall be subject to the following terms and conditions: (ci) Each Major Investor of the Holders may sell all or any part of that number of shares of Common Stock Equivalents owned by such Holder equal to the product obtained by multiplying (ix) the aggregate number of shares of Common Stock covered proposed to be sold in the Transaction by the Co-Sale Notice Selling Holder by (iiy) a fraction fraction, the numerator of which is the number of shares of Common Stock issued and held on Equivalents owned by the date of Holder immediately prior to the Co-Sale NoticeTransaction, or issuable upon conversion of the Preferred Stock then held, by such Major Investor and the denominator of which is the total number of shares of Common Stock Equivalents owned by all Holders who desire to participate in the Transaction, plus the number of shares of Common Stock Equivalents held by the Selling Holder immediately prior to the Transaction. (on an asii) Each of the Holders shall effect its participation in the sale by delivering to the Selling Holder for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock Equivalents that the Holder elects to sell pursuant to this Section 20.4. (b) The certificates that the Holders deliver to the Selling Holder pursuant to Section 20.3(a) shall be transferred by the Selling Holder to the Proposed Transferee upon consummation of the sale in the Transaction pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Holder shall promptly, and in any event no later than five (5) days thereafter, remit to each Holder that portion of the sale proceeds to which the Holder is entitled by reason of its participation in such sale. (c) The exercise or non-converted basis)exercise of the rights of the Holders hereunder to participate in one or more Transactions shall not adversely affect their rights to participate in subsequent Transactions. In the event that a Transaction does not occur with respect to any shares of Conversion Stock, the Selling Holder shall have no obligation to any Holder other than to return any stock certificates delivered to the Selling Holder pursuant to Section 20.4(a)(ii) in anticipation of such Transaction.

Co-Sale Right. (aTo the extent that the right of first refusal ------------- under Section 2(a) Each Founder agrees that in the event it reaches an agreement to sell more than twenty percent (20%) of or the Founders Stock owned by such Founder by means of any transaction or series of related transactions, it will provide written notice (the "Co-Sale Notice") to each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferredPurchase Agreement is not exercised by the Company, the 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 the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor shall have the right, exercisable upon written notice to the Selling Founder delivered by certified mail, within fifteen (15) days after the giving receipt of the Co-Sale Notice to notice indicating whether or not the Major Investorright of first refusal has been exercised by the Company or the Investors, to participate in such sale of Common Stock on the same terms and conditions, whether to the Investors pursuant to Section 2(a)(ii) or to individuals or entities that are not Investors. To the extent a Major Investor one or more of the Investors exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock that the Selling Founder may sell in the transaction shall be correspondingly reduced.. The co-sale right of each Investor shall be subject to the following terms and conditions: (ci) Each Major Investor may sell all or any part of that number of shares of Common Stock held by such Investor that is equal to the product obtained by multiplying (ix) the aggregate number of shares of Common Stock covered by the Co-Sale Notice and not being purchased by the Company pursuant to Section 2(a) by (iiy) a fraction fraction, the numerator of which is the number of shares of Common Stock issued and held on owned by the date Investor at the time of the Co-Sale Notice, sale or issuable upon conversion of the Preferred Stock then held, by such Major Investor transfer and the denominator of which is the total combined number of shares of Common Stock of the Company at the time owned by all Investors and the Selling Founder. (on an as-converted basis)ii) Each Investor shall effect its participation in the sale by promptly delivering to the Selling Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (A) the type and number of shares of Common Stock which such Investor elects to sell; or (B) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock that such Investor elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Investor shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2(b)(ii)(A) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser.

Co-Sale Right. (a) Each Founder agrees that in In the event it reaches an agreement the Company, the Investors, and/or the Other Common Stockholders fail to sell more than twenty percent (20%) exercise their respective rights to purchase all of the Founders Offered Stock owned by such Founder by means of any transaction a Common Stockholder subject to Section 3(a) and/or (b) hereof, following the exercise or series expiration of related transactionsthe rights of purchase set forth in Section 3(a) and 3(b), it will provide then the Common Stockholder shall deliver to the Company, which the Company shall in turn promptly deliver to each Investor, written notice (the "Co-Sale Notice") to that each Major Investor at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the 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 the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor shall have the right, exercisable upon written notice to the Founder delivered by certified mail, Selling Stockholder within fifteen (15) 15 days after the giving receipt of the Co-Sale Notice to by the Major Investor, to participate in such sale Transfer of Stock by the Common Stock Stockholder to the Proposed Transferee ("Co-Sale Stock") on the same terms and conditions. Such notice shall indicate the number of shares of Common Stock such Investor wishes to sell under its right to participate. To the extent a Major Investor exercises one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Co-Sale Stock that the Founder such Selling Stockholder may sell in the transaction shall be correspondingly reduced. (cb) Each Major Investor may sell all or any part of that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Co-Sale Stock covered by the Co-Sale Selling Stockholder Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock issued and held on owned by such Investor at the date time of the Co-Sale Notice, or issuable upon conversion of the Preferred Stock then held, by such Major Investor Transfer and the denominator of which is the total number of shares of Common Stock owned by such Selling Stockholder and the Investors at the time of the Transfer. If not all of the Investors elect to sell their share of the Co-Sale Stock proposed to be transferred within said 15-day period, then the Selling Stockholder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this Section 5(b). The Investors shall have five days after the receipt of such notice to notify the Selling Stockholder of their election to sell all or a portion thereof of the unsubscribed shares. (c) Each Investor who elects to participate in the Transfer pursuant to this Section 5 (a "Participant") shall effect its participation in the Transfer by promptly delivering to the Selling Stockholder for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent: (i) number of shares of Common Stock which such Participant elects to sell; or (ii) that number of shares of Series A Convertible 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 Proposed Transferee objects to the delivery of Series A Convertible Preferred Stock in lieu of Common Stock, such Participant shall convert such Series A Convertible Preferred Stock into Common Stock and deliver Common Stock as provided in Section 5(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the Proposed Transferee. (d) The stock certificate or certificates that the Participant delivers to such Selling Stockholder pursuant to Section 5(c) shall be transferred to the Proposed Tranferee in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Selling Stockholder 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 Proposed Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, such Selling Stockholder shall not sell to such Proposed Transferee any Co-Sale Stock unless and until, simultaneously with such sale, such Selling Stockholder shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Co-Sale Notice. (e) To the extent that the Investors do elect to participate in the sale of the Co-Sale Stock subject to the Co-Sale Notice, such Selling Stockholder may, not later than 120 days following delivery to the Company of the Co-Sale Notice, enter into an asagreement providing for the closing of the Transfer of the Co-converted basis)Sale Stock covered by the Co-Sale Notice within 30 days of such agreement on terms and conditions not materially more favorable to the Selling Stockholder than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed transfer of any of the Co-Sale Stock by a Selling Stockholder, shall again be subject to the co-sale rights of the Investors and shall require compliance by a Selling Stockholder with the procedures described in this Section 5. (f) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers of Co-Sale Stock made by such Selling Stockholder shall not adversely affect their rights to participate in subsequent Transfers of Co-Sale Stock subject to this Section 5.

Co-Sale Right. (a) Each If the Founder agrees that in the event it reaches an agreement proposes to sell more than twenty percent (20%) or transfer any shares of Common Stock held by the Founders Stock owned by such Founder, then the Founder by means of any transaction or series of related transactions, it will provide shall promptly give written notice (the "“Co-Sale Notice"”) to each Major Investor the Investors and the Company at least twenty (20) business days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the 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 the sale or transfer is being made pursuant to the provisions of paragraph (g) or (h) hereof, the Co-Sale Notice shall state under which paragraph the sale or transfer is being made. (b) Each Major Investor So long as the Investors (whether separately or in combination) hold at least twenty five percent (25%) of the shares of Series B Preferred Stock or Series C Preferred Stock (including Common Stock issued upon conversion thereof), Investors shall have the right, exercisable upon written notice to the Founder delivered by certified mail, within fifteen (15) days after the giving of the Co-Sale Notice to the Major Investor, to participate in such sale of Common Stock by the Founder on the same terms and conditions. To the extent a Major If either Investor exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock that the Founder may sell in the transaction shall be correspondingly reduced.. The co-sale right shall be subject to the following terms and conditions: (ci) Each Major Investor Investors may sell sell, in the aggregate, all or any part of that number of shares of Series B Preferred Stock, Series C Preferred Stock, or Common Stock equal to issued upon conversion thereof that is not in excess of the product obtained by multiplying (iy) the aggregate number of shares of Common Stock covered by the Co-Sale Notice by (iiz) a fraction fraction, the numerator of which is the number of shares of Series B Preferred Stock, Series C Preferred Stock and Common Stock issued owned by Investors and held on their affiliates at the time of the sale or transfer and the denominator of which is the number of shares of Series B Preferred Stock, Series C Preferred Stock and Common Stock at the time owned by the Founder, Investors, and affiliates of Investors. (ii) Each Investor shall effect its participation in the sale by delivering to the Company, within fifteen (15) business days after the date the Co-Sale Notice is effective, a written election to participate in the proposed transfer, along with one or more certificates, properly endorsed for transfer, which represent: (A) the type and number of shares which such Investor elects to sell; or (B) that number of shares of Series B Preferred Stock or Series C Preferred Stock which is at such time convertible into the number of shares of Common Stock that such Investor elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Series B Preferred Stock or Series C Preferred Stock in lieu of Common Stock, such Investor shall convert such Series B Preferred Stock or Series C Preferred Stock into Common Stock and deliver Common Stock as provided in subparagraph 5.1(ii)(A) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (iii) The certificates, if any, that an Investor delivers to the Company pursuant to Section 5.1 (ii) shall be transferred to the prospective purchaser in consummation of the sale of shares pursuant to the terms and conditions specified in the Co-Sale Notice, and the Founder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase securities from an Investor 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 Investor. (c) To the extent Investors do not elect to participate in the sale of shares covered by a Co-Sale Notice, the Founder may, not later than ninety (90) days following delivery to the Company and Investors of the Co-Sale Notice, or issuable upon conversion conclude a transfer of the Preferred Stock then heldshares covered by the Co-Sale Notice on terms and conditions not more favorable to the transferor than those described in the Co-Sale Notice. Any proposed transfer on terms and conditions more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed transfer of any shares by such Major Investor the Founder, shall again be subject to the rights of co-sale of Investors and shall require compliance by the denominator of which is Founder with the total number of shares of Common Stock (on an as-converted basis)procedures described in this Section 5.