Common use of Co-Sale Right Clause in Contracts

Co-Sale Right. (a) Notwithstanding Section 2.1 and 2.2, in the event the Non-Selling Security Holder(s) or the Non-Selling Holder(s) fail to agree to purchase all of the Security Holder Transfer Shares or Holder Transfer Securities, as applicable, within the respective periods provided for in Section 2.1 or Section 2.2, as applicable, and the Selling Security Holder or the Selling Holder, as applicable, will sell the Security Holder Transfer Shares or Holder Transfer Securities, as applicable, not so purchased to a third party, the Selling Security Holder or Selling Holder, as applicable, shall promptly (and in no event later than forty-five (45) days prior to the expiration of the ninety-day period described in Section 2.1(f) or Section 2.2(h), as applicable) give written notice (the “Co-Sale Notice”) to the Company and to each of the other Security Holders or Holders, as applicable, describing in reasonable detail the final terms of the proposed sale or transfer including, without limitation, the amount of Security Holder Transfer Shares or Holder Transfer Securities, as applicable, the nature of such sale or transfer, the final consideration to be paid, and the name and the address of each final purchaser or transferee. (b) Notwithstanding Sections 2.1 and 2.2, each Series A Holder, Series B Holder or Note Holder shall have the right, exercisable upon written notice to the Selling Security Holder or Selling Holder, as applicable, with a copy to the Company, within thirty (30) days after receipt of the applicable Co-Sale Notice, to participate in the sale of any Security Holder Transfer Shares or any Holder Transfer Securities that the Non-Selling Security Holders and the Non-Selling Holders, as applicable, have not agreed to purchase pursuant to Section 2.1 or Section 2.2, as applicable, on the same terms and conditions indicated in the applicable Co-Sale Notice. A failure by the Series B Holder, Series A Holder or Note Holder to respond within such thirty (30) day period pursuant to this Section 3.1(b) shall be deemed to constitute a decision by such Series B Holder, Series A Holder or Note Holder not to exercise its right of co-sale as provided herein. To the extent one or more of the Series B Holder, Series A Holder or Note Holder exercise such right of participation in accordance with the terms and conditions set forth below, the amount of Security Holder Transfer Shares or the Holder Transfer Securities that the Selling Security Holder or the Selling Holder, as applicable, may sell in the transaction shall be correspondingly reduced. (c) The foregoing co-sale right of each Series B Holder shall be subject to the following terms and conditions: (i) Each Series B Holder may sell all or any part of its Pro Rata Co-Sale Share of Security Holder Transfer Shares or its Pro Rata Co-Sale Share of Holder Transfer Securities, as applicable. (ii) Each Series B Holder shall effect its participation in the sale by promptly delivering to the Selling Security Holder or the Selling Holder, as applicable, with a copy to the Company, for transfer to the prospective purchaser share certificates in respect of all Securities to be sold and a transfer form signed by the Series B Holder, which indicates: (A) the type and number of Securities which such Series B Holder elects to sell; (B) that number of Preference Shares which is at such time convertible into the number of Ordinary Shares that such Series B Holder elects to sell; or (C) any combination of the foregoing. (d) The foregoing co-sale right of each Series A Holder shall be subject to the following terms and conditions: (i) Each Series A Holder may sell all or any part of its Pro Rata Co-Sale Share of Security Holder Transfer Shares or its Pro Rata Co-Sale Share of Holder Transfer Securities, as applicable. (ii) Each Series A Holder shall effect its participation in the sale by promptly delivering to the Selling Security Holder or the Selling Holder, as applicable, with a copy to the Company, for transfer to the prospective purchaser share certificates in respect of all Securities to be sold and a transfer form signed by the Series A Holder, which indicates: (A) the type and number of Securities which such Series A Holder elects to sell; (B) that number of Preference Shares which is at such time convertible into the number of Ordinary Shares that such Series A Holder elects to sell; or (C) any combination of the foregoing. (e) The foregoing co-sale right of each Note Holder shall be subject to the following terms and conditions: (i) Each Note Holder may sell all or any part of its Pro Rata Co-Sale Share of Security Holder Transfer Shares or its Pro Rata Co-Sale Share of Holder Transfer Securities, as applicable. (ii) Each Note Holder shall effect its participation in the sale by promptly delivering to the Selling Security Holder, with a copy to the Company, for transfer to the prospective purchaser such a principal amount of the Convertible Note that assumes a conversion price that is based on a post-money equity valuation of the Company equal to US$30 million divided by 8%. (f) Notwithstanding the foregoing, if the prospective purchaser objects to the delivery of Series A Preference Shares or Series B Preference Shares in lieu of Ordinary Shares, such Series A Holder or Series B Holder shall convert such Series A Preference Shares or Series B Preference Shares at the conversion price applicable to the Series A Preference Shares or Series B Preference Shares, into Ordinary Shares and deliver the Ordinary Shares issued upon such conversion to the purchaser as provided in this Section 3. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser.

Co-Sale Right. (a) Notwithstanding Section 2.1 and 2.2If the Founder proposes to enter into a Proposed Disposition, in the event the Non-Selling Security Holder(s) or the Non-Selling Holder(s) fail to agree to purchase all of the Security Holder Transfer Shares or Holder Transfer Securitiesthen, as applicable, within the respective periods provided for in Section 2.1 or Section 2.2, as applicable, and the Selling Security Holder or the Selling Holder, as applicable, will sell the Security Holder Transfer Shares or Holder Transfer Securities, as applicable, not so purchased a condition to a third partysuch Proposed Disposition, the Selling Security Holder or Selling HolderMajor Holders shall have the right (a "CO-SALE RIGHT"), as applicable, shall promptly to sell their Series B Preferred and Series C Preferred (and in no event later than forty-five (45) days prior to the expiration of the ninety-day period described in Section 2.1(f) or Section 2.2(hOrdinary Shares issued upon conversion thereof), as applicable) give written notice (the “Co-Sale Notice”) case may be, to the Company proposed purchaser in such a transaction on a pro rata basis (determined as provided below) for the same consideration and to each of otherwise on the other Security Holders or Holders, same terms as applicable, describing in reasonable detail the final terms of the proposed sale or transfer including, without limitation, the amount of Security Holder Transfer Shares or Holder Transfer Securities, as applicable, the nature of such sale or transfer, the final consideration to be paid, and the name and the address of each final purchaser or transfereeFounders. (b) Notwithstanding Sections 2.1 and 2.2, The pro ration of the Co-Sale Right of each Series A Holder, Series B Major Holder or Note shall be calculated in such a manner that each Major Holder shall have the right, exercisable upon written notice right to the Selling Security Holder or Selling Holder, as applicable, with a copy to the Company, within thirty (30) days after receipt of the applicable Co-Sale Notice, to participate in the sale of any Security Holder Transfer Shares or any Holder Transfer Securities that the Non-Selling Security Holders and the Non-Selling Holders, as applicable, have not agreed to purchase pursuant to Section 2.1 or Section 2.2, as applicable, on the same terms and conditions indicated in the applicable Co-Sale Notice. A failure by the Series B Holder, Series A Holder or Note Holder to respond within such thirty (30) day period pursuant to this Section 3.1(b) shall be deemed to constitute a decision by such Series B Holder, Series A Holder or Note Holder not to exercise its right of co-sale as provided herein. To the extent one or more of the Series B Holder, Series A Holder or Note Holder exercise such right of participation in accordance with the terms and conditions set forth below, the amount of Security Holder Transfer Shares or the Holder Transfer Securities that the Selling Security Holder or the Selling Holder, as applicable, may sell in the transaction shall Proposed Disposition a number of Preferred or Ordinary Shares, as the case may be, equal to the aggregate number of Preferred or Ordinary Shares, as the case may be, proposed to be correspondingly reducedsold multiplied by a fraction, the numerator of which is the aggregate number of Ordinary Shares owned by such Major Holder (on a fully-diluted basis, assuming conversion of all Preferred), and the denominator of which is the sum of the aggregate number of Ordinary Shares owned by all Founders and all Major Holders (on a fully-diluted basis, assuming conversion of all Preferred). (c) The foregoing co-sale right For purposes of each Series B Holder shall be subject this Section 3.2, to the following terms and conditions: (i) Each Series B Holder may sell all or any part extent that Ordinary Shares issuable upon conversion of its Pro Rata the Preferred are to be sold pursuant to the Co-Sale Share Right, and to the extent any of Security Holder Transfer Shares or the Major Holders decides to exercise its Pro Rata Co-Sale Share of Right, such Major Holder Transfer Securities, as applicable. (ii) Each Series B Holder shall effect its participation in the sale by promptly delivering to the Selling Security Holder or the Selling Holder, as applicable, with a copy to the Company, for transfer to the prospective purchaser share certificates in respect of all Securities to be sold and a transfer form signed by the Series B Holder, which indicates: (A) the type and will convert an appropriate number of Securities which such Series B Holder elects to sell; (B) that number shares of Preference its Preferred into Ordinary Shares which is at such time convertible into the number of Ordinary Shares that such Series B Holder elects to sell; or (C) any combination of the foregoingtime. (d) The foregoing co-sale right A notice of each Series A Holder a Proposed Disposition shall be subject sent to each of the following terms and conditions: (i) Each Series Major Holders not less than 30 days before the proposed consummation date of the sale specified in such notice. A Holder may sell all or any part of its Pro Rata Co-Sale Share Right pursuant to this Section 3.2 shall be exercisable upon written notice by each of Security the Major Holders not less than five business days prior to such specified consummation date (the "NOTICE PERIOD"). If any of the Major Holders does not elect during the Notice Period to participate in a particular sale for which notice has been given pursuant to this Section 3.2(d), then such Major Holder Transfer Shares or its Pro Rata shall not have any further Co-Sale Share of Holder Transfer Securities, as applicable. (ii) Each Series A Holder Right with respect to such Proposed Disposition and the Founders shall effect its participation in the sale by promptly delivering to the Selling Security Holder or the Selling Holder, as applicable, with a copy to the Company, for transfer to the prospective purchaser share certificates in respect of all Securities to be sold and a transfer form signed by the Series A Holder, which indicates: (A) the type and number of Securities which such Series A Holder elects free to sell; (B) that number , transfer or otherwise dispose of Preference Shares which is at such time convertible into the number of Ordinary Shares shares that such Series A Major Holder elects was entitled to sellpurchase; or (C) provided, that there has been no material change to any combination of the foregoingmaterial terms of the Proposed Disposition. (e) The foregoing coCo-sale right Sale Right shall not apply to a disposition by the Founders to (i) an affiliate of the Founders (including any family member of a Founder or trust for the benefit of a Founder or family members), (ii) any other shareholder of the Company, or (iii) de minimis dispositions (not exceeding a total of 98,000 shares in any 12 month period by any Founder, subject to an aggregate limit of 392,000 shares for each Note Holder shall Founder), provided the transferee agrees in writing to be subject to the following terms and conditions: (i) Each Note Holder may sell all or any part conditions of its Pro Rata Co-Sale Share of Security Holder Transfer Shares or its Pro Rata Co-Sale Share of Holder Transfer Securities, this Agreement as applicableif it were an original party thereto. (ii) Each Note Holder shall effect its participation in the sale by promptly delivering to the Selling Security Holder, with a copy to the Company, for transfer to the prospective purchaser such a principal amount of the Convertible Note that assumes a conversion price that is based on a post-money equity valuation of the Company equal to US$30 million divided by 8%. (f) Notwithstanding the foregoing, if the prospective purchaser objects to the delivery of Series A Preference Shares or Series B Preference Shares in lieu of Ordinary Shares, such Series A Holder or Series B Holder shall convert such Series A Preference Shares or Series B Preference Shares at the conversion price applicable to the Series A Preference Shares or Series B Preference Shares, into Ordinary Shares and deliver the Ordinary Shares issued upon such conversion to the purchaser as provided in this Section 3. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser.

Co-Sale Right. (a) Notwithstanding Section 2.1 The provisions of Sections 2.1(a) and 2.22.2(a) requiring the Transferor to give notice of any intended transfer of Securities are incorporated in this Article. (b) At any time prior to a Qualified Public Offering, if any party to this Agreement holding at least 1,000,000 shares of the Common Stock (on an as-converted basis and Fully Diluted Basis (as defined in the event the Non-Certificate of Incorporation)) either individually or in conjunction with another party, proposes to sell (“Selling Security Holder(sStockholder”) (other than in a Transfer or the Non-Selling Holder(sseries of Transfers permitted pursuant to Section 3.2) fail to agree to purchase all Securities in excess of forty percent (40%) of the Security Holder Transfer Shares Common Stock (on an as-converted basis) owned by such Selling Stockholder to one or Holder Transfer more Persons in one or more related transactions (collectively, “Co-Sale Securities”), as applicable, within the respective periods provided for in Section 2.1 or Section 2.2, as applicable, and the then such Selling Security Holder or the Selling Holder, as applicable, will sell the Security Holder Transfer Shares or Holder Transfer Securities, as applicable, not so purchased to a third party, the Selling Security Holder or Selling Holder, as applicable, Stockholder shall promptly (and in no event later than forty-five (45) days prior to the expiration of the ninety-day period described in Section 2.1(f) or Section 2.2(h), as applicable) give written notice (the “Co-Sale Notice”) to the Company and to each of the other Security Holders or Holders, as applicable, describing at least thirty (30) days prior to the closing of such sale. The Co-Sale Notice shall describe in reasonable detail the final terms of the proposed sale or transfer including, without limitation, the amount and type of Security Holder Transfer Shares or Holder Transfer Securities, as applicableCo-Sale Securities to be sold, the nature of such sale or transfersale, the final consideration to be paid, and the name and the address of each final purchaser or transfereeprospective purchaser. (bc) Notwithstanding Sections 2.1 and 2.2, each Series A Holder, Series B Holder or Note Each Holder shall have the right, exercisable upon written notice to the Selling Security Holder or Selling Holder, as applicable, with a copy to the Company, Stockholder within thirty ten (3010) days after receipt of the applicable Co-Sale Notice, to participate in the such sale of any Security Holder Transfer Shares or any Holder Transfer Securities that the Non-Selling Security Holders and the Non-Selling Holders, as applicable, have not agreed to purchase pursuant to Section 2.1 or Section 2.2, as applicable, on the same terms and conditions indicated as those described in the applicable Co-Sale Notice. A failure by the Series B Holder; provided that, Series A a Holder or Note Holder to respond within such thirty (30) day period pursuant to may exercise its rights under this Section 3.1(b) 3.1 only with respect to the Securities held by such Holder that are the same class or series of securities as are the subject of the Co-Sale Notice, and all other Securities held by a Holder shall be deemed to constitute a decision by such Series B Holderexcluded for all purposes (including, Series A Holder or Note Holder not to exercise its right of co-sale as provided hereinwithout limitation, all calculations) under this Section 3.1. To the extent one or more of the Series B Holder, Series A Holder or Note Holder exercise Holders exercises such right of participation in accordance with the terms and conditions set forth below, the amount number of Security Holder Transfer Shares or the Holder Transfer Co-Sale Securities that the Selling Security Holder or the Selling Holder, as applicable, Stockholder may sell in the transaction shall be correspondingly reducedreduced as described in Section 3.1(d). (cd) The foregoing co-sale right of If a Selling Stockholder is selling Common Stock, then, each Series B Holder shall be subject to the following terms and conditions: (i) Each Series B Holder may sell all or any part of its Pro Rata Cothat number of shares of Preferred Stock, or Common Stock issued upon conversion thereof, owned by such Holder at such time equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock (on an as-Sale Share converted basis) to be sold by the Selling Stockholder, by (ii) a fraction the numerator of Security which is the sum of (x) the number of shares of Common Stock underlying the Preferred Stock of such Holder Transfer Shares and (y) the number of shares of Common Stock held by such Holder that were received upon conversion of Preferred Stock, and the denominator of which is the sum of (1) the total number of shares of Common Stock which could be so owned upon conversion which are held by all Holders exercising their right of co-sale, (2) the total number of shares of Common Stock held by all Holders exercising their right of co-sale that were received upon conversion of Preferred Stock, and (3) the number of shares of Common Stock (on an as-converted basis) held by the Selling Stockholder. If a Selling Stockholder is selling Securities other than Common Stock, then each Holder may sell all or its Pro Rata Coany part of that number of shares of such Securities owned by such Holder at such time equal to the product obtained by multiplying (x) the aggregate number of shares of such Securities to be sold by the Selling Stockholder, by (y) a fraction the numerator of which is the number of such shares of such Securities held by such Holder, and the denominator of which is the sum of (1) the total number of shares of such Securities which are held by all Holders exercising their right of co-Sale Share sale and (2) the number of Holder Transfer Securities, as applicableshares of such Securities held by the Selling Stockholder. (iie) Each Series B Holder who elects to participate in a sale pursuant to this Section 3.1 (a “Participant”) shall effect its participation in the sale by promptly delivering to the Selling Security Holder or Stockholder at the Selling Holder, as applicable, with a copy to closing of the Company, sale for transfer to the prospective purchaser share certificates in respect of all Securities to be sold and a transfer form signed by the Series B Holderone or more certificates, properly endorsed for transfer, which indicates: (A) represent the type and number of Securities shares of Preferred Stock or Common Stock, issued upon the conversion thereof, which such Series B Holder Participant elects to sell; (B) that number of Preference Shares which is at such time convertible into the number of Ordinary Shares that such Series B Holder elects to sell; or (C) any combination of the foregoing. (d) The foregoing co-sale right of each Series A Holder shall be subject to the following terms and conditions: (i) Each Series A Holder may sell all or any part of its Pro Rata Co-Sale Share of Security Holder Transfer Shares or its Pro Rata Co-Sale Share of Holder Transfer Securities, as applicable. (ii) Each Series A Holder shall effect its participation in the sale by promptly delivering to the Selling Security Holder or the Selling Holder, as applicable, with a copy to the Company, for transfer to the prospective purchaser share certificates in respect of all Securities to be sold and a transfer form signed by the Series A Holder, which indicates: (A) the type and number of Securities which such Series A Holder elects to sell; (B) that number of Preference Shares which is at such time convertible into the number of Ordinary Shares that such Series A Holder elects to sell; or (C) any combination of the foregoing. (e) The foregoing co-sale right of each Note Holder shall be subject to the following terms and conditions: (i) Each Note Holder may sell all or any part of its Pro Rata Co-Sale Share of Security Holder Transfer Shares or its Pro Rata Co-Sale Share of Holder Transfer Securities, as applicable. (ii) Each Note Holder shall effect its participation in the sale by promptly delivering to the Selling Security Holder, with a copy to the Company, for transfer to the prospective purchaser such a principal amount of the Convertible Note that assumes a conversion price that is based on a post-money equity valuation of the Company equal to US$30 million divided by 8%. (f) Notwithstanding The stock certificate or certificates that the foregoing, if Participant delivers to the Selling Stockholder pursuant to Section 3.1(e) shall be transferred to the prospective purchaser objects in consummation of the sale of the Securities pursuant to the delivery terms and conditions specified in the Co-Sale Notice, and the Selling Stockholder shall simultaneously therewith remit to such Participant that portion of Series A Preference Shares 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 Series B Preference Shares purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Securities unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such number of shares as determined pursuant to Section 3.1(d) from such Participant. (g) The exercise or non exercise of the rights of a Holder to participate in lieu one or more sales of Ordinary Shares, such Series A Holder or Series B Holder Co-Sale Securities made by a Selling Stockholder shall convert such Series A Preference Shares or Series B Preference Shares at the conversion price applicable not adversely affect its rights to the Series A Preference Shares or Series B Preference Shares, into Ordinary Shares and deliver the Ordinary Shares issued upon such conversion participate in subsequent sales subject to the purchaser as provided in this Section 3. The 3.1. (h) Any attempt by a stockholder to transfer Securities in violation of this Article III shall be void and the Company agrees to make it will not effect such a Transfer nor will it treat any such conversion concurrent with alleged transferee as the actual transfer holder of such shares to the purchaserSecurities.