Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.

Co-Sale Rights. Upon In the proposed occurrence event Holdings proposes to sell any shares of the Stock held by Holdings to any person (except to the Company by way of redemption, repurchase or the like), the other Stockholders shall then have a right of co-sale (the “Right of Co-Sale TransactionSale”) with respect to any shares of Stock proposed to be sold. Before any proposed transfer, any one or more of Holdings shall give the other Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction ten (10) days written notice (the “Co-Sale PurchaserNotice”) all or which sets forth the terms of the proposed sale of the shares of Stock held by Holdings, including, without limitation, the proposed purchase price for shares of Series A Preferred Stock, which, in the event Holdings is not proposing to sell any part shares of the Series A Preferred Stock, shall be determined based on the conversion ratio of the Series A Preferred Stock then in effect as if such Stockholder’s Shares shares of Series A Preferred Stock had been converted to Common Stock in accordance with the terms of the Certificate of Designation. Each other Stockholder shall have the right at any time within ten (a “Co-Sale”), provided that such Stockholder (an “Electing 10) days from the date of the Co-Sale StockholderNotice within which to deliver to Holdings and to the Company notice of its election (the “Election Notice”) delivers written notice to exercise the Right of Co-Sale and to sell to the Stockholders transferring Shares proposed transferee named in the Co-Sale Transaction Notice (at the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The applicable price for such Stockholders’ Shares shall be equal to the per Share price to be paid share set forth in the Co-Sale TransactionNotice) the aggregate number of shares of Stock proposed to be sold to such purchaser multiplied by a fraction, the numerator of which is the number of shares actually held by such other Stockholder and the denominator of which equals the total number of shares of Stock held by all of the Stockholders of the Company. After the delivery of the Election Notice, the Stockholders shall have the right to sell their respective portion of the shares of Stock to the proposed transferee, and Holdings shall have the right to sell its portion of shares of Stock remaining after the exercise, if any, by the other Stockholders of their Right of Co-Sale, on the same terms and conditions otherwise described in the Co-Sale Notice. Any Stockholder who exercises his, her or its Right of Co-Sale under this Section 4(b) shall be bound by the same terms and conditions as are both agreed to by Holdings in the applicable sale agreement (including any indemnity and escrow provisions thereof) and consistent with the Co-Sale Notice; provided, however, that in no event shall any such Stockholder be required to represent to the proceeds prospective transferee to more than such Stockholder’s valid title to (and absence of any encumbrances or liens upon) the Stock and such Stockholder’s authority to enter into such sale agreement and related documents, as well as the validity, binding nature and enforceability of such agreements against such Stockholder. Such sale shall be consummated not later than sixty (60) days following the Election Notice. Any proposed transfer on terms and conditions differing materially from those described in the Election Notice, shall again be subject to the Right of Co-Sale Transaction and shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed require compliance by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently Holdings with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transactionprocedures described in this Section 4.”

Co-Sale Rights. Upon (a) At any time the proposed occurrence of a Co-Sale Transaction, Principal Stockholder intends to Transfer any Shares in one or more of brokerage transactions, the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of Principal Stockholder shall deliver to each such other Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares a notice (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”"Market Trade Notice") delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes that the Principal Stockholder intends to sell within forty-five Transfer and providing an indicative range of prices per Share. Each other Stockholder shall have two Business Days following delivery of a Market Trade Notice to respond to the Principal Stockholder in writing (45a "Market Trade Response") days after having received notice from the Transferring Co-Sale Stockholders that indicating its desire to participate in such brokerage transactions with respect to a proposed sale number of Shares would constitute not to exceed (i) the number of Shares then held by such Stockholder multiplied by a Co-Sale Transactionfraction, the numerator of which is the number of Shares proposed to be transferred by the Principal Stockholder in such Transfer and the denominator of which is the number of Shares held by the Principal Stockholder at the time of such Transfer (such maximum being the "Pro Rata Allocation"). The Each Stockholder agrees to execute any such brokerage transactions through a broker designated by the Principal Stockholder (the "Broker"). Each Market Trade Response shall indicate the maximum number of Shares that the Stockholder intends to make available for Transfer through the Broker in connection with the Market Trade Notice and the price range at which such Stockholder agrees to a Transfer of Shares. Commencing on the third Business Day after delivery of the Market Trade Notice, the Broker shall use its reasonable efforts to execute such Transfers, subject to market conditions. Such Transfers shall be effected as closely as practicable in proportion to the respective Pro Rata Allocations of each participating Stockholder at the time of such Transfer or, if less, the number of Shares specified in such Stockholder's Market Trade Response, and provided that any Stockholder that has specified a minimum price in its Market Trade Response that exceeds the minimum price indicated in the Market Trade Notice shall not be considered a participating Stockholder with respect to Transfers executed below such Stockholder's specified minimum price. Each Stockholder agrees that it is solely responsible to ensure that its respective Shares are available for such Stockholders’ Transfer through the Broker. Each Stockholder shall be liable for and shall pay any customary brokerage commissions related to its respective Transfer (it being acknowledged that the Principal Stockholder may not be liable to pay commissions in respect of its Transfers). Each Stockholder also agrees that neither the delivery of a Market Trade Notice nor the receipt of a Market Trade Response creates any liability or obligation on the part of the Principal Stockholder and acknowledges that the Broker may be unable to execute any Transfer for the number of Shares or at the price range indicated in a Market Trade Response. To the extent that any Shares subject thereto have not been Transferred, the Broker shall cease making trades in connection with a Market Trade Notice at the close of business on the twelfth Business Day following delivery of the Market Trade Notice. Upon written request of any Stockholder, any unsold Shares shall be equal promptly returned to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale TransactionStockholder.

Co-Sale Rights. Upon If the proposed occurrence Proposed Transferee (which is neither a Stockholder or an Affiliate of a Co-Sale TransactionStockholder) has offered to purchase, any in a bona fide arm’s length transaction, a sufficient number of Shares from one or more Selling Stockholders sufficient to cause a Change in Control, to the extent the Company and the Non-Selling Founding Stockholders decline or otherwise fail to exercise their rights of first refusal in full with respect to the Offered Shares, each of the other Stockholders may demand that participate in the effectiveness Selling Stockholder’s transfer of the Co-Sale Transaction be conditioned upon Offered Shares by giving written notice of its election to do so to the Selling Stockholder and the Company within thirty (30) days after its receipt of the Notice. Each such participating Stockholder ("Participating Stockholder") shall then have the right of each such Stockholder to sell to the Person acquiring Shares in Proposed Transferee, at the Co-Sale Transaction same price and on the same terms as the Selling Stockholder, a number of shares (the “Co-Sale PurchaserShares”) all or any part equal to (i) the total number of such Shares owned by the Participating Stockholder’s Shares , multiplied by (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”ii) delivers written notice to the Stockholders transferring Shares in percentage represented by the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser ratio of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed being sold by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Offered Stockholders to the Co-Sale Purchasertotal number of Shares owned by such Offered Stockholders, all on an as converted. If To the Co-Sale Purchaser is unwilling or unable extent that the Proposed Transferee refuses to purchase all shares from the Participating Stockholders, the Selling Stockholder shall purchase such shares or other securities from the Participating Stockholders, on the terms set forth herein, concurrently with his sale of the Offered Shares such Stockholders desire to sellthe Proposed Transferee. In connection with any co-sale effected pursuant to this Section 1.2, neither the Company nor any Participating Stockholders shall enter into an agreement with the Co-Sale Transactionpurchaser on terms and conditions identical, to the extent feasible, with the agreement entered into by the Selling Stockholder providing representations and warranties and other terms and conditions agreed to by the Selling Stockholder. For purposes hereof, “Change in Control” shall be deemed to occur as a result of the bona fide sale of Shares, in one or a series of arm’s length transactions, if as a result of such sale, less than a majority of the combined voting power of the outstanding securities of the Company immediately after such sale are held in the aggregate by the holders of voting stock of the Company immediately prior to such transaction.

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder Stockholder(s) to sell to the Person acquiring Shares in shares of Stock or other securities of the Co-Sale Transaction Company (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares Stockholder(s)’ shares of Stock and other securities of the Company (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”Stockholder(s) delivers deliver(s) written notice to the Stockholders transferring Shares shares of Stock or other securities of the Company in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number and kind of Shares he shares of Stock and other securities it so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares shares of Stock or other securities of the Company would constitute a Co-Sale Transaction. The price for such StockholdersStockholder(s)’ Shares shares of Stock and other securities of the Company shall be equal to the per Share share price to be paid in the Co-Sale Transaction; Transaction provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been were distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry entrance into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority)) and provided further that any such Stockholders and/or Transferring Co-Sale Stockholders who tender securities which represent the right to purchase shares shall be entitled to receive as consideration therefor the value of such shares (determined on the basis of the terms and conditions applicable to the Co-Sale Transaction taking into account the reallocation of the purchase price as aforesaid) purchasable on the basis thereof less the exercise price, if any, of the applicable security. The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares shares of Stock and other securities such Stockholders desire Stockholder(s) desire(s) to sell, neither the Company nor any Stockholders or Transferring Co-Sale Stockholders, shall enter into the Co-Sale Transaction.

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) Charter of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.

Co-Sale Rights. Upon the proposed occurrence receipt of a Co-Sale TransactionTransfer Notice, any one or more each of the Preferred Stockholders may demand that the effectiveness (other than any of them who elect to purchase any of the Co-Sale Transaction be conditioned upon the right of each such Stockholder Offered Securities pursuant to sell Section 3.2(a) hereof), may elect to the Person acquiring Shares participate in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers contemplated Transfer by delivering written notice to the Transferring Stockholder within fifteen (15) days after the effective date of such Transfer Notice. Each of the Preferred Stockholders transferring Shares so electing will be entitled to sell in the Co-Sale Transaction contemplated Transfer, at the same price and on the same terms as specified in the Transfer Notice, a number of shares of Common Stock equal to (and not less than) the “Transferring Co-Sale Stockholders”product of (i) to the Co-Sale Purchaser of such demand stating quotient determined by dividing (A) the number of Shares he so wishes shares of Common Stock held by such Preferred Stockholder (for this purpose, including shares of Common Stock issuable upon exercise, conversion or exchange of shares of Preferred Stock and other Derivative Securities held by such Preferred Stockholder), by (B) the aggregate number of shares of Common Stock held by the Transferring Stockholder and all such Preferred Stockholders (for this purpose, including shares of Common Stock issuable upon exercise, conversion, or exchange of shares of Preferred Stock and other Derivative Securities held by the Transferring Stockholder and all such Preferred Stockholders), and (ii) after giving effect to Section 3.2(a), the remaining Offered Securities to be sold in the contemplated Transfer. The Transferring Stockholder will be entitled to sell within forty-five in the contemplated Transfer the balance of the equity securities proposed to be so sold. The Transferring Stockholder will use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to allow the participation of the Preferred Stockholders in any contemplated Transfer and will not Transfer any equity securities to such prospective transferee(s) unless (45y) days after having received notice from such prospective transferee(s) allows the participation of the Preferred Stockholders on the terms specified herein or (z) simultaneously with such sale, the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal Stockholder purchases all securities subject to the per Share price to be paid right of co-sale from such participating Preferred Stockholder(s) on the same terms and conditions (including the proposed purchase price) as set forth in the Co-Sale TransactionTransfer Notice; provided, however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the Transferring Stockholder to such participating Preferred Stockholder(s) shall be made in accordance with Section 3.2(c) below. Subject to the foregoing and to the provisions of Section 3.2(a) hereof, the Transferring Stockholder may, within ninety (90) days after the date of the Transfer Notice, transfer the Offered Securities (reduced by the number of equity securities with respect to which any of the Preferred Stockholders have elected to participate, if any) at a price and on terms specified in the Transfer Notice; provided, that such transferee(s) first executes and delivers to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to Restricted Holders and naming the Company and the Preferred Stockholders as intended third-party beneficiaries of such agreement. If such Transfer is not consummated within such ninety (90) day period, however, the Transferring Stockholder will not transfer any of the Offered Securities that have not been purchased within such period without again complying with all of the provisions of this Section 3. The Preferred Stockholders shall effect their participation in the Transfer by (A) converting the shares of Preferred Stock to be sold to Common Stock, if necessary, immediately prior to the completion of such Transfer, and (B) delivering to the Transferring Stockholder, on or prior to the Transfer Date, for transfer to the prospective purchaser, one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock that any such participating Preferred Stockholder elects to sell. In the event that such Preferred Stockholder elects to sell less than all of the shares represented by any stock certificate in accordance with the terms hereof, upon surrender of such certificate to the Company, the Company shall promptly issue to such Preferred Stockholder both a certificate representing that number of shares that such Preferred Stockholder elects to sell in such Transfer and a residual certificate representing the number of shares that will not be sold in such Transfer (the “Residual Certificate”). The stock certificate or certificates representing shares that the participating Preferred Stockholder elects to sell shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Residual Certificate shall be returned to the participating Preferred Stockholder. Subject to Section 3.2(c) below, the Transferring Stockholder shall immediately upon receipt of the proceeds from the Co-Sale Transaction shall be reallocated among sale of the Common Stock held by the participating Preferred Stockholders remit to each such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such participating Preferred Stockholder that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed to which such participating Preferred Stockholder is entitled by the Company reason of its participation in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transactionsale.

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any (a) If one or more Stockholders (individually or collectively, a “Tag Along Sale Stockholder”) proposes to Transfer (whether by sale, assignment or otherwise) to a purchaser or related group of purchasers (other than a current Stockholder of the Stockholders may demand that the effectiveness Company (and its Affiliates) and/or a Permitted Transferee in a Permitted Transfer) more than fifteen percent (15%) of the Co-Sale Transaction be conditioned upon the right then outstanding Shares, whether in one transaction or in a series of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares related transactions (a “Co-Proposed Tag Along Sale”), provided that and if the Shares proposed to be sold have not been purchased pursuant to the rights of first refusal set forth in Section 4.02, such Tag Along Sale Stockholder shall give at least thirty (an “Electing Co-Sale Stockholder”30) delivers written calendar days prior notice to the Stockholders transferring Company and to each non-selling Major Stockholder (i.e., the Major Stockholder(s) whose Shares in have not theretofore been offered for sale with respect to the CoProposed Tag Along Sale) (each, a “Non-Sale Transaction Selling Major Stockholder”), which notice for purposes of this Section 4.03 (the “Transferring CoTag Along Sale Notice”), shall describe in reasonable detail the price, terms and conditions of such Proposed Tag Along Sale, and the identity of the prospective purchaser(s). Each Non-Selling Major Stockholder may elect to participate in the Proposed Tag Along Sale Stockholders”) by delivering notice to the CoBoard and the Tag Along Sale Stockholder within ten (10) Business Days following receipt by such Non-Selling Major Stockholder of the Tag Along Sale Purchaser of such demand stating Notice specifying the number amount of Shares he so wishes each Non-Selling Major Stockholder desires to sell within fortyinclude in such Proposed Tag Along Sale. Each Non-five (45) days after having received notice from the Transferring Co-Sale Stockholders Selling Major Stockholder that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for makes such Stockholders’ Shares shall be equal election, subject to the per Share price to be paid in the Co-Sale Transaction; providedthis Section 4.03, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all sell its Pro Rata Share of the Shares to be sold in the Proposed Tag-Along Sale. To the extent that one or more Non-Selling Major Stockholders exercise such Stockholders desire to sellco-sale rights, neither the Company nor any Stockholders amount of Shares that the Tag Along Sale Stockholder may sell shall enter into the Co-Sale Transactionbe ratably reduced.

Co-Sale Rights. Upon In the proposed occurrence event of a Co-Sale Transaction, any one or more proposed Transfer of Securities by a Designated Holder (other than an Exempt Transfer) with respect to which the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders Company and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be 5% Holders are entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable but do not elect to purchase all of the Shares such Stockholders desire Securities proposed to sellbe transferred, neither each of the 5% Holders (other than the Transferring Stockholder, any 5% Holder that elected to purchase Securities specified in the Investor Offer Notice under Section 2.2 or any 5% Holder who is an employee of the Company nor or any of its Subsidiaries) may elect to participate in the contemplated sale by delivering written notice to the transferring Designated Holder within fifteen (15) days after expiration of the Third Election Period. If any of such 5% Holders elects to participate in such sale (the “Participating Stockholders”), each of such transferring Designated Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale, on the same terms as are applicable to the Designated Holder, that number of Securities determined by multiplying (i) (x) the aggregate number of Securities covered by the Investor Offer Notice, minus (y) the number of Securities purchased pursuant to Section 2.2, by (ii) a fraction, the numerator of which is the number of Securities owned by such Stockholder on the date of receipt of the Investor Offer Notice by such Stockholder (determined on a fully-diluted and an as-converted to Common Stock basis but not giving effect to the exercise of any outstanding options or warrants to purchase Common Stock) and the denominator of which is the total number of Securities owned by the Designated Stockholder and all Participating Stockholders on such date (determined on a fully-diluted and an as-converted to Common Stock basis but not giving effect to the exercise of any outstanding options or warrants to purchase Common Stock). The Designated Holder will use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated sale; provided that if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein, the proposed Transfer may be consummated if the Designated Holder, within five (5) days after such consummation, purchases the Securities that the Participating Stockholders would have sold in such proposed Transfer had the prospective transferee(s) not declined to allow their participation; provided, further, if the prospective transferee(s) objects to the delivery of convertible Preferred Stock in lieu of Common Stock, the Stockholder holding the relevant convertible Preferred Stock shall enter first convert the Preferred Stock into Common Stock and deliver Common Stock (and the Co-Sale TransactionCompany agrees to make any such conversion concurrent with and contingent upon the consummation of the contemplated sale).

Co-Sale Rights. Upon In the proposed occurrence event Holdings proposes to sell any shares of the Stock held by Holdings to any person (except to the Company by way of redemption, repurchase or the like), the other Stockholders shall then have a right of co-sale (the “Right of Co-Sale TransactionSale”) with respect to any shares of Stock proposed to be sold. Before any proposed transfer, any one or more of Holdings shall give the other Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction ten (10) days written notice (the “Co-Sale PurchaserNotice”) all or which sets forth the terms of the proposed sale of the shares of Stock held by Holdings. Each other Stockholder shall have the right at any part time within ten (10) days from the date of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing the Co-Sale StockholderNotice within which to deliver to Holdings and to the Company notice of its election (the “Election Notice”) delivers written notice to exercise the Right of Co-Sale and to sell to the Stockholders transferring Shares proposed transferee named in the Co-Sale Transaction Notice (at the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid share set forth in the Co-Sale TransactionNotice) the aggregate number of shares of Stock proposed to be sold to such purchaser multiplied by a fraction, the numerator of which is the number of shares actually held by such other Stockholder and the denominator of which equals the total number of shares of Stock held by all of the Stockholders of the Company. After the delivery of the Election Notice, the Stockholders shall have the right to sell their respective portion of the shares of Stock to the proposed transferee, and Holdings shall have the right to sell its portion of shares of Stock remaining after the exercise, if any, by the other Stockholders of their Right of Co-Sale, on the same terms and conditions otherwise described in the Co-Sale Notice. Any Stockholder who exercises his, her or its Right of Co-Sale under this Section 4(b) shall be bound by the same terms and conditions as are both agreed to by Holdings in the applicable sale agreement (including any indemnity and escrow provisions thereof) and consistent with the Co-Sale Notice; provided, however, that in no event shall any such Stockholder be required to represent to the proceeds prospective transferee to more than such Stockholder’s valid title to (and absence of any encumbrances or liens upon) the Stock and such Stockholder’s authority to enter into such sale agreement and related documents, as well as the validity, binding nature and enforceability of such agreements against such Stockholder. Such sale shall be consummated not later than sixty (60) days following the Election Notice. Any proposed transfer on terms and conditions differing materially from those described in the Election Notice, shall again be subject to the Right of Co-Sale Transaction and shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed require compliance by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently Holdings with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transactionprocedures described in this Section 4.

Co-Sale Rights. Upon If at any time after the proposed occurrence of a Co-Sale Transaction, any date hereof one or more LPA Investment Stockholders, or any of its or their Control Persons acting together (the "Transferring Stockholder"), proposes to Transfer, directly or indirectly, Shares representing more than 15% of the Stockholders may demand that the effectiveness outstanding Common Stock of the Co-Sale Transaction be conditioned upon the right Corporation (including Common Stock Equivalents), in one transaction or a series of each related transactions, to a person who is not a Control Person of such Stockholder to sell Investor, then at least fifteen (15) days prior to the Person acquiring Shares in the Co-Sale Transaction closing of such Transfer, such Transferring Stockholder shall deliver a written notice (the “Co-"Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”Notice") to the Coother Stockholders (the Stockholders receiving a Sale Notice pursuant to this sentence being collectively referred to herein as the "Other Stockholders"). Such Sale Notice shall specify in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Any such Other Stockholder may, within 10 days of the receipt of the Sale Notice, give written notice (each, a "Tag-Sale Purchaser of Along Notice") to the Transferring Stockholder that such demand stating the number of Shares he so Other Stockholder wishes to sell within fortyparticipate in such proposed Transfer and specifying the amount and class of Common Stock such Other Stockholder desires to include in such proposed Transfer. Any Other Stockholder desiring to participate in such proposed Transfer must include Shares of the same class as the Shares proposed to be transferred in the Sale Notice. Any Shares included in any Tag-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares Along Notice shall be equal to transferred upon the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders terms and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences conditions set forth in the Certificate of Incorporation (the “Certificate”) Sale Notice. If none of the Company as in effect immediately prior Other Stockholders gives the Transferring Stockholder a timely Tag-Along Notice with respect to the entry into Transfer proposed in the first agreement entered into in connection withSale Notice, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring CoStockholder may thereafter transfer the Shares specified in the Sale Notice on substantially the same terms and conditions set forth in the Sale Notice. If one or more Other Stockholders give the Transferring Stockholder a timely Tag-Sale Stockholders Along Notice, then the Transferring Stockholder shall use all reasonable efforts to cause each prospective transferee to agree to acquire all Shares identified in all Tag-Along Notices that are timely given to the Co-Sale PurchaserTransferring Stockholder, upon the same terms and conditions as applicable to the Transferring Stockholder's Shares. If the Co-Sale Purchaser such prospective transferee is unwilling or unable to purchase acquire all of such additional Shares upon such terms, then the Transferring Stockholder may elect either to cancel such proposed Transfer or to allocate the maximum number of Shares that each prospective transferee is willing to purchase among the Transferring Stockholder and the Other Stockholders giving timely Tag-Along Notices in the proportion that each such Stockholder's (including the Transferring Stockholder's) Common Stock Percentage bears to the total Common Stock Percentages of the Transferring Stockholder and all Other Stockholders desire giving a timely Tag-Along Notice with respect to sellsuch Transfer (e.g., neither if the Company nor any Stockholders shall enter into Sale Notice contemplated a sale of a 20% Common Stock Percentage by the Co-Sale TransactionTransferring Stockholder, and if the Transferring Stockholder at such time owns a 30% Common Stock Percentage and one Other Stockholder who owns a 20% Common Stock Percentage elects to participate, then the Transferring Stockholder would be entitled to sell 12% Common Stock Percentage (30%/50% x the 20% Common Stock Percentage) and the Other Stockholder would be entitled to sell an 8% Common Stock Percentage (20%/50% x the 20% Common Stock Percentage).

Co-Sale Rights. Upon (a) At least 30 days prior to any Transfer of Stockholder Shares by any Investor or the proposed occurrence of Founding Stockholder (other than to an Affiliate or pursuant to a Public Sale) (a “Co-Sale TransactionTransfer”), any one the Investor or more the Founding Stockholder, as applicable (the “Transferring Person”) shall deliver a written notice (the “Sale Notice”) to the Company and, if an Investor is the Transferring Person, all other Investors, the Founding Stockholder and BofA, and if the Founding Stockholder is the Transferring Person, all of the Stockholders may demand that Investors and BofA (the effectiveness “Non-Transferring Persons”) specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred, the price per share of the Stockholder Shares being transferred and the other terms and conditions of the Co-Sale Transaction be conditioned upon the right of each such Stockholder Transfer. The Non-Transferring Persons may elect to sell to the Person acquiring Shares participate in the contemplated Co-Sale Transaction (Transfer at the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such same price per Stockholder (an “Electing Co-Sale Stockholder”) delivers Share and on the same terms and conditions by delivering written notice to the Stockholders transferring Shares in Transferring Person within 30 days after delivery of the Sale Notice, unless such Co-Sale Transaction (Transfer is also a Sale of the “Company in which case the aggregate consideration in such Sale of the Company shall be distributed in accordance with paragraph 10 below. If any Non-Transferring Persons have elected to participate in such Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from Transfer, the Transferring CoPerson and such Non-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders Persons shall be entitled to receive sell in the contemplated Co-Sale Transfer, at the same price and on the same terms and conditions, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such portion Person by the aggregate percentage of Stockholder Shares owned by the Transferring Person and the Non-Transferring Persons participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Co-Sale Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Person, and if the Transferring Person at such time owns 30% of all Stockholder Shares and if one Non-Transferring Person elects to participate and owns 20% of all Stockholder Shares, the Transferring Person would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Non-Transferring Person would be entitled to sell 40 shares (20% ÷ 50% x 100 shares). Any of the proceeds as if Non-Transferring Persons may elect to sell in any Co-Sale Transfer contemplated under this paragraph 8(a) a lesser number of Stockholder Shares than such Non-Transferring Person is entitled to sell hereunder, in which case the proceeds had been distributed by Transferring Person shall have the Company right to sell an additional number of Stockholder Shares in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect Transfer equal to applicable orders of priority)the number that such Non-Transferring Person has elected not to sell. The closing Founding Stockholder shall not Transfer any of its Stockholder Shares pursuant to this paragraph 8(a) to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Co-Sale Investors and BofA and any such purported Transfer shall take place concurrently with be null and void, and the sale participation of the Founding Stockholder and BofA in any Transfer contemplated by the Transferring Co-Sale Stockholders any Investor pursuant to this paragraph 8(a) shall be subject to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all approval of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transactionprospective transferee(s).

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness (a) After receipt of the Co-Sale Transaction be conditioned Documents specified in Section 4(d) of this Agreement, each Common Stockholder and Preferred Stockholder shall have the right, exercisable upon written notice (the right of each such Stockholder to sell “Participation Notice”) to the Person acquiring Shares Selling Stockholder within thirty (30) days after the Stockholder’s receipt of the Co-Sale Documents, to participate in such sale on the same terms and conditions specified in the Co-Sale Transaction (Documents. Each Stockholder shall have the “Co-Sale Purchaser”) right to sell all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice number of shares of Common Stock equal to the Stockholders transferring Shares product of (i) the number of shares of Common Stock specified in the Co-Sale Transaction Documents multiplied by (the “Transferring ii) such Stockholder’s Co-Sale Stockholders”) to Percentage, calculated on the date on which the Co-Sale Purchaser Documents are delivered. For purposes of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring this Section 7, a Stockholder’s “Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares Percentage” shall be equal to a fraction, the per Share price numerator of which shall be the number of shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) held by such Stockholder on a particular date, and the denominator of which shall be paid the total number of shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) outstanding on such date. Each Stockholder shall specify in its Participation Notice the number of shares of Common Stock that such Stockholder desires to sell. Each Stockholder shall effect its participation in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed sale by the Company in complete liquidation pursuant delivering to the rights and preferences set forth in Selling Stockholder, not later than the Certificate of Incorporation (fortieth day next following the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing delivery of the Co-Sale shall take place concurrently Documents, one or more certificates properly endorsed for transfer, which represent the number of shares of Common Stock specified in such Stockholder’s Participation Notice (or shares of Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred convertible into such number of shares of Common Stock). Concurrent with the consummation of the sale by of the Transferring Coshares of Common Stock to the proposed purchaser, which shall occur no earlier than the forty-Sale Stockholders to first day following the delivery of the Co-Sale Purchaser. If Documents and no later than the fiftieth day following the delivery of the Co-Sale Purchaser is unwilling or unable Documents, the Selling Stockholder shall remit to purchase all each Stockholder electing to participate in the sale that portion of the Shares sales proceeds of the shares of Common Stock to which such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale TransactionStockholder is entitled by reason of his participation in such sale.

Co-Sale Rights. Upon If the proposed occurrence Remaining Shareholders elect not to exercise the Right of First Offer described above or if the Initiating Shareholder rejects the offer from the Remaining Shareholders, and subsequently, the Initiating Shareholder delivers a Sale Notice pursuant to Section 3(b)(i), the Remaining Shareholders shall have the right, but not the obligation (the "Co-Sale TransactionRight"), any one or more of to participate in the Stockholders may demand that Transfer at the effectiveness of same price and on the Co-same terms as specified in the Sale Transaction be conditioned upon Notice. Each Remaining Shareholder shall have the right to Transfer that number of each shares of Common Stock (or if such Stockholder number is not an integral number, the next integral number which is greater than such number) which shall be the product of (i) the aggregate number of shares of Common Stock to sell to the Person acquiring Shares be Transferred in the Co-Sale Transaction contemplated sale, times (ii) the “Co-Sale Purchaser”quotient determined by dividing (x) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the aggregate number of Shares he so wishes to sell within fortyshares of Common Stock (including Warrant Shares) on a fully-five diluted basis owned by such Remaining Shareholder by (45y) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale aggregate number of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion shares of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation Common Stock (the “Certificate”including Warrant Shares) of the Company as in effect immediately prior outstanding on a fully diluted basis. The failure of any Remaining Shareholder to the entry into the first agreement entered into in connection with, and prior to, exercise such Co-Sale Transaction (giving effect Rights shall result in such Remaining Shareholder's exclusion from the sale specified in the Sale Notice. If any Remaining Shareholder desires to applicable orders of priority). The closing of the exercise its Co-Sale Rights, such Remaining Shareholder shall take place concurrently with give written notice thereof to the sale by Initiating Shareholder no later than twenty (20) days after receipt of the Transferring Sale Notice. Each Remaining Shareholder desiring to exercise its Co-Sale Stockholders Rights shall promptly take all steps described in the Sale Notice to effectuate the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all sale of the Shares shares covered thereby, including without limitation the furnishing of information customarily provided in connection with such Stockholders desire to sella sale and the execution of such sales and other transfer documents with such representations, neither warranties, agreements, covenants and indemnities as may be required by the Company nor any Stockholders shall enter into terms of the Co-Sale TransactionNotice.

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more receipt of the Stockholders may demand that Notice to Sell, the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Remaining Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”)may, provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers by giving written notice to the Stockholders transferring Shares Selling Stockholder within 15 days after the receipt of the Notice to Sell, require the Selling Stockholder to request that the proposed purchaser or transferee extend its offer to the Remaining Stockholder permitting the Remaining Stockholder to Transfer its Covered Securities in the Co-Sale Transaction (same proportion and on the “Transferring Co-Sale Stockholders”) same terms and for the same type of consideration as the Covered Securities to be sold by the Selling Stockholder. If the proposed purchaser or transferee refuses to extend its offer to the Co-Sale Purchaser of Remaining Stockholder, unless the Remaining Stockholder consents in writing, the Selling Stockholder shall only be permitted to sell and accept such demand stating an offer by the proposed purchaser or transferee provided that the number of Shares he so wishes Covered Securities to sell within forty-five (45) days after having received notice be purchased from the Transferring CoSelling Stockholder is reduced on a pro-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transactionrata basis so as to permit the Remaining Stockholder to participate in such sale. The price for total amount of Covered Securities to be sold hereunder by each Stockholder shall be equal to (A) the total number amount of Covered Securities to be sold to the proposed purchaser or transferee and which such Stockholders’ Shares proposed purchaser or transferee is willing to purchase, multiplied by (B) a fraction, the numerator of which shall be equal to the per Share price total amount of Covered Securities to be paid in sold by each Stockholder (the Co-Sale Transaction; providedSelling Stockholder or the Remaining Stockholder, howeveras applicable), and the denominator of which is equal to the total amount of Covered Securities that both the proceeds from the Co-Sale Transaction Stockholders desire to sell hereunder. The consideration shall be reallocated among such Electing Coallocated between the Stockholders on a pro-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company rata basis in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently accordance with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaseramount of Covered Securities they are selling. If the CoRemaining Stockholder fails to deliver a written notice to the Selling Stockholder of its intention to participate in such sale within the time period prescribed herein, the Remaining Stockholder will be deemed to have waived its tag-Sale Purchaser is unwilling or unable along rights hereunder with respect to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale TransactionTransfer.

Co-Sale Rights. Upon 14 15 (a) If any of the proposed occurrence Whitney Funds desires to sell (other than to its Permitted Transferees) all, or any part, of their Shares consisting of Series B Preferred Stock or Common Stock issued upon conversion of such shares of Series B Preferred Stock (hereinafter the "Whitney Offered Shares") to a Bona Fide Purchaser, such Whitney Fund(s) (each, a "Whitney Offeror") shall send a notice (hereinafter the "Whitney Sale Notice") to Wallxx, Xxttx Xxxx XX xxx Eagle Creek (each, a "Co-Sale TransactionOfferee" and collectively, any one or more the "Co-Sale Offerees") stating (i) the Whitney Offeror's desire to sell the Whitney Offered Shares, and (ii) the price and terms of the Stockholders may demand that Bona Fide Purchaser's offer (the effectiveness "Whitney Purchase Offer"). Upon the receipt of the Whitney Sale Notice, each of the Co-Sale Transaction be conditioned upon the right of each such Stockholder Offerees shall have thirty (30) days to sell give written notice (a "Tag-Along Notice") to the Person acquiring Shares in the Whitney Offeror that such Co-Sale Transaction (Offeree wishes to participate in such proposed sale of Whitney Offered Shares, with respect to the “same class of Shares and at the same time and on the same terms and conditions as specified in the Whitney Purchase Offer, and specifying the number of "Co-Sale Purchaser”Offeree Shares" (which, for the purposes of this Section 6, shall mean, for each Co-Sale Offeree, any Shares of Series B Preferred Stock and Common Stock issued upon conversion of such Shares of Series B Preferred Stock then owned by such Co-Sale Offeree) that such Co-Sale Offeree desires to include in such proposed sale. Each Co-Sale Offeree may sell all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing number of Co-Sale Stockholder”) delivers written notice Offeree Shares equal to the Stockholders transferring product obtained by multiplying (x) the aggregate number of Whitney Offered Shares in covered by the Whitney Purchase Offer by (y) a fraction, the numerator of which is the number of Co-Sale Transaction (Offeree Shares at the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed time owned by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction Offeree and the denominator of which is the aggregate number of Co-Sale Offeree Shares and "Whitney Offeror Shares" (giving effect to applicable orders which, for the purposes of prioritythis Section 6, shall mean any Shares of Series B Preferred Stock and Common Stock issued upon conversion of such Shares of Series B Preferred Stock then owned by the Whitney Offeror). The closing If none of the Co-Sale shall take place concurrently Offerees gives a timely Tag-Along Notice with respect to the sale by proposed in the Transferring Co-Whitney Sale Stockholders to Notice, the Whitney Offeror may transfer the Whitney Offered Shares within the ninety (90) day period following the date of the Whitney Sale Notice, on terms and conditions no more favorable than those set forth in the Whitney Sale Notice. If any of the Co-Sale PurchaserOfferees shall give the Whitney Offeror a timely Tag-Along Notice, then the Whitney Offeror shall request of the Bona Fide Purchaser that the Bona Fide Purchaser agree to acquire all Co-Sale Offeree Shares identified in the Tag-Along Notice (up to the maximum number of shares permitted under this Section 6(a)), upon the same terms and conditions (including, without limitation, the ability to receive a ratable share of all consideration being paid, directly or indirectly, to the Whitney Offeror as set forth in the Whitney Sale Notice). If the Co-Sale Bona Fide Purchaser is unwilling or unable to purchase acquire all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.Offeree Shares upon such terms, then the Whitney Offeror may rescind its offer to sell the Whitney Offered Shares, which rescission shall be effected by written notice delivered to the Co-Sale Offerees within ten (10) days of the end of the ninety (90) day period referred to above, and keep all, but not less than all, of the Whitney Offered Shares, subject to the restrictions set forth in this Agreement. The prospective Bona Fide Purchaser, as a condition precedent to the purchase of the Whitney Offered Shares (including any shares proposed to be sold by the Co-Sale Offerees pursuant to the terms of this Section 6), shall subscribe to this Agreement and agree to be bound by all of the terms and conditions hereof. In the event that the Whitney Offeror shall not have sold all of its Whitney Offered Shares pursuant to this Section 6 within a period of ninety (90) days following the date of the Whitney Sale Notice, the Whitney Offeror shall not thereafter sell any of the Whitney Offered Shares pursuant to the Whitney Purchase

Co-Sale Rights. Upon 13.1. In the proposed occurrence of event that any Offered Securities are not purchased by the Preference Shareholders pursuant to Section 12 above and thereafter are to be sold to a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction Proposed Transferee (the “Co-Sale PurchaserEligible Shares”), each Preference Shareholder who has not exercised its Preference Right of First Refusal (the “Co-Sale Preference Shareholder”) all or any part of such Stockholder’s Shares may elect to exercise its right (a “Right of Co-Sale”)) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Transfer Notice, provided that the Preference Shareholder may convert Securities, the subject of such Stockholder sale, to Ordinary Shares (an “Electing if required) prior to the completion of a sale pursuant to this Section 13. Each Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Preference Shareholder shall exercise its Right of Co-Sale Transaction by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Expiration Notice (the “Transferring Co-Sale StockholdersPeriod”) ), written notice of its intention to participate, specifying the number of the relevant Shares such Co-Sale Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Co-Sale Preference Shareholder shall deliver one or more certificates representing the number of Shares which it elects to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Shares to the Proposed Transferee, and the Selling Shareholder shall procure that the Proposed Transferee shall pay to such Co-Sale Preference Shareholder a pro rata amount of the purchase price entitled to be received by such Co-Sale Preference Shareholder. To facilitate the exercise of Right of Co-Sale by a Co-Sale Preference Shareholder, the Company undertakes to such Co-Sale Preference Shareholder that it shall effect and register the conversion of Preference Shares into Ordinary Shares (if required), and provide relevant share certificates therefor to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price Preference Shareholder as soon as practicable upon any request for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transactionconversion.

Co-Sale Rights. Upon In the event that any Schedule I Shareholder (a "Selling Schedule I Shareholder") proposes to sell Common Shares or Preferred Shares (other than to a Permitted Transferee or in connection with the exercise of the rights of first refusal contained in Section 3.1 above), the Selling Schedule I Shareholder shall deliver written notice (the "Co-Sale Notice") with respect to such proposed sale to the other Schedule I Shareholders (collectively the "Offeree Schedule I Shareholders") not later than 30 days prior to the closing of such sale. Such Co-Sale Notice shall set forth the number of Common Shares which the Selling Schedule I Shareholder proposes to sell or, in the event that the Selling Schedule I Shareholder proposes to sell Preferred Shares, the number of Common Shares issuable upon conversion of the Preferred Shares to be sold (in each such case the "Co-Sale Shares"), the identity of the purchaser or purchasers, the terms of the proposed occurrence sale, and the proposed closing date for the proposed sale. Upon receipt of a Co-Sale TransactionNotice, each Offeree Schedule I Shareholder shall have an option, exercisable at any one or more of time within 20 days after the Stockholders may demand that the effectiveness delivery of the Co-Sale Transaction be conditioned upon the right of each Notice, to elect to participate in such Stockholder sale and to sell to the Person acquiring proposed purchaser(s) up to that number of the Co-Sale Shares multiplied by a fraction, (x) the numerator of which shall be the total number of Common Shares held by the Offeree Schedule I Shareholder or issuable to the Offeree Schedule I Shareholder upon the conversion of any Preferred Shares held by him or upon the exercise in full of any vested warrants or vested stock options held by him, and (y) the denominator of which shall be the aggregate number of Common Shares owned by all of the Schedule I Shareholders or issuable to the Schedule I Shareholders upon the conversion of any Preferred Shares held by them or upon the exercise in full of any vested warrants or vested stock options held by them, for the price and upon the other terms and conditions set forth in the Co-Sale Transaction (the “Co-Sale Purchaser”) all Notice. If an Offeree Schedule I Shareholder elects to participate in a proposed sale, such Shareholder must, as a condition to such participation first convert any Preferred Shares or exercise any part of warrants or options held by such Stockholder’s Shares (a “Co-Sale”)Offeree Schedule I Shareholder, provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring extent necessary to allow the sale of Common Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) amount elected. If an Offeree Schedule I Shareholder elects to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that participate in a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares sale, then (i) the Selling Schedule I Shareholder shall be equal required to the per Share price to be paid include in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing sale of the Co-Sale Shares to the proposed purchaser(s) those Common Shares which such Offeree Schedule I Shareholder has elected to sell, (ii) the number of Common Shares or Preferred Shares which the Selling Schedule I Shareholder originally proposed to sell shall take place concurrently with be reduced by the number of Common Shares which the Offeree Schedule I Shareholder has elected to sell (or the number of Preferred Shares, which, upon conversion, would equate to such number of Common Shares) and (iii) such Selling Schedule I Shareholder shall not consummate the sale by the Transferring Co-Sale Stockholders to of all or any portion of the Co-Sale PurchaserShares to the proposed purchaser(s) without so including such Offeree Schedule I Shareholders' Common Shares. If Failure by any Offeree Schedule I Shareholder to give notice of its election to participate in the proposed sale within the aforementioned 20 day period shall be deemed a forfeiture and waiver of any right of such Offeree Schedule I Shareholder to participate in such sale, provided that such sale is fully closed and consummated on or before the closing date, and upon the terms and conditions specified in, the Co-Sale Purchaser Notice. In the event such sale is unwilling or unable not so consummated, then the provisions of this Section 3.2 shall again be applicable to purchase all the sale of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale TransactionShares.

Co-Sale Rights. Upon If the proposed occurrence Proposed Transferee (which is neither a Stockholder or an Affiliate of a Co-Sale TransactionStockholder) has offered to purchase, any in a bona fide arm’s length transaction, a sufficient number of Shares from one or more Selling Stockholders sufficient to cause a Change in Control, to the extent the Company declines or otherwise fails to exercise its rights of first refusal in full with respect to the Offered Shares, the Company, and each other stockholder (the “Non-selling Stockholder(s)”) may participate in the Selling Stockholder’s transfer of the Stockholders may demand that Offered Shares by giving written notice of its election to do so to the effectiveness Selling Stockholder and the Company within thirty (30) days after its receipt of the CoNotice. Each such participating Non-Sale Transaction be conditioned upon selling Stockholder (“Participating Stockholder”) shall then have the right of each such Stockholder to sell to the Person acquiring Shares in Proposed Transferee, at the Co-Sale Transaction same price and on the same terms as the Selling Stockholder, a number of shares (the “Co-Sale PurchaserShares”) all or any part equal to (i) the total number of such Shares owned by the Participating Stockholder’s Shares , multiplied by (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”ii) delivers written notice to the Stockholders transferring Shares in percentage represented by the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser ratio of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed being sold by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Offered Stockholders to the Co-Sale Purchasertotal number of Shares owned by such Offered Stockholders, all on an as converted. If To the Co-Sale Purchaser is unwilling or unable extent that the Proposed Transferee refuses to purchase all shares from the Participating Stockholders, the Selling Stockholder shall purchase such shares or other securities from the Participating Stockholders, on the terms set forth herein, concurrently with his sale of the Offered Shares such Stockholders desire to sellthe Proposed Transferee. In connection with any co-sale effected pursuant to this Section 1.2, neither the Company nor any Participating Stockholders shall enter into an agreement with the Co-Sale Transactionpurchaser on terms and conditions identical, to the extent feasible, with the agreement entered into by the Selling Stockholder providing representations and warranties and other terms and conditions agreed to by the Selling Stockholder. For purposes hereof, “Change in Control” shall be deemed to occur as a result of the bona fide sale of Shares, in one or a series of arm’s length transactions, if as a result of such sale, less than a majority of the combined voting power of the outstanding securities of the Company immediately after such sale are held in the aggregate by the holders of voting stock of the Company immediately prior to such transaction.

Co-Sale Rights. Upon To the proposed occurrence of a Co-Sale Transaction, any one or more of extent the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the Preferred Holders have not exercised their right of first refusal with respect to all the Offered Shares, then each such Stockholder Preferred Holder that has not exercised its right of first refusal pursuant to sell Section 4.3 above to the Person acquiring Shares in full shall have the Co-Sale Transaction right, exercisable upon written notice to the Selling Shareholder and each other Preferred Holder (the “Co-Sale PurchaserNotice”) all or any part within ten (10) days after receipt of such Stockholder’s Shares the First Refusal Expiration Notice (a the “Co-SaleSale Right Period”), provided that to participate in such Stockholder (an “Electing sale of the Offered Shares at the same price and subject to the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Stockholder”Notice shall set forth the number of Company securities (on both an absolute and an as-converted basis) delivers written notice that such participating Preferred Holder wishes to the Stockholders transferring Shares include in such sale or transfer, which amount shall not exceed the Co-Sale Transaction Pro Rata Portion (as defined below) of such Preferred Holder. To the “Transferring extent one or more of the Preferred Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. To the extent that any Preferred Holder does not participate in the sale to the full extent of its Co-Sale Stockholders”Pro Rata Portion, the Selling Shareholder and the participating Preferred Holder shall, within five (5) days after the expiration of the Co-Sale Right Period, make such adjustments to the Co-Sale Purchaser Pro Rata Portion of such demand stating each participating Preferred Holder so that any remaining Offered Shares subject to the number of Shares he so wishes co-sale right hereunder may be allocated to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that other participating Preferred Holders on a proposed sale of Shares would constitute a Co-Sale Transactionpro rata basis. The price for such Stockholders’ Shares co-sale right of each Preferred Holder shall be equal subject to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders following terms and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.conditions:

Co-Sale Rights. Upon the proposed occurrence receipt of a Co-Sale Transactionany Transfer Notice, any one or more then subject to all of the Stockholders may demand that the effectiveness provisions of this Section 3, each of the Co-Sale Transaction be conditioned upon the right of each such Stockholder Purchasers may elect to sell to the Person acquiring Shares participate in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers contemplated Transfer by delivering written notice to the Stockholders transferring Shares Transferring Stockholder within 30 days after the effective date of such Transfer Notice. Each of the Purchasers so electing will be entitled to sell in the Co-Sale Transaction contemplated Transfer, at the same price and on the same terms as specified in the Transfer Notice, a number of shares equal to (and not less than) the “product obtained by multiplying (i) the quotient determined by dividing (A) the number of shares of Common Stock held by such Purchaser (for this purpose, including all shares of Common Stock that were issued, or are issuable, upon conversion of shares of Preferred Stock and exercise of Derivative Securities held by such Purchaser), by (B) the aggregate number of shares of Common Stock held by the Transferring Co-Sale Stockholders”Stockholder (or Common Stock issued or issuable upon the conversion of the shares of capital stock held by such Transferring Stockholder) and all Purchasers electing to participate (for this purpose, including all shares of Common Stock that were issued, or are issuable, upon conversion of shares of Preferred Stock and exercise of Derivative Securities held by such Purchasers), by (ii) the aggregate number of shares to be sold in the contemplated Transfer. The Transferring Stockholder will be entitled to sell in the contemplated Transfer the balance of the shares proposed to be so sold. The Transferring Stockholder shall use his or her best efforts to obtain the agreement of the prospective transferee(s) to the Coparticipation of the Purchasers in any contemplated Transfer and shall not Transfer any shares to such prospective transferee(s) unless such prospective transferee(s) allows the participation of the Purchasers on the terms specified herein. Subject to the foregoing, the Transferring Stockholder may, within 90 days after the expiration of the 30-Sale Purchaser of such demand stating day period referred to above, transfer the Offered Securities (reduced by the number of Shares he so wishes shares of stock with respect to sell within forty-five (45which any of the Purchasers have elected to participate, if any) days after having received notice from to the transferee(s) identified in the Transfer Notice at a price and on terms no more favorable to the Transferring Co-Sale Stockholders Stockholder than specified in the Transfer Notice; PROVIDED, that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares transferee(s) shall be equal first execute and deliver to the per Share price Company a written agreement to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed bound by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares provisions of this Agreement applicable to the Transferring Stockholder(s) and naming the Purchasers as intended third-party beneficiaries of such Stockholders desire to sellagreement. However, neither if such Transfer is not consummated within such 90-day period, the Company nor Transferring Stockholder shall not transfer any Stockholders shall enter into of the Co-Sale TransactionOffered Securities as have not been purchased within such period without again complying with all of the provisions of this Section 3.

Co-Sale Rights. Upon The Transferor's Notice delivered pursuant to -------------- paragraph (a) above shall also state (the "Participation Offer") that, in lieu of exercising the Second Option, or if less than all the shares proposed to be sold by the Transferor are to be purchased as a result of the exercise of the First Option and/or the Second Option, each Option Holder may request to have included in the proposed occurrence transfer a portion of its Common Stock and (if Common Stock Equivalents are proposed to be transferred by the Transferor or if the proposed transferee otherwise consents) Common Stock Equivalents (on an as- converted or as-exercised basis) which represent the same percentage of such Holder's Fully-Diluted Common Stock as the securities proposed to be transferred by the Transferor represents of its Fully-Diluted Common Stock; provided, that, -------- if the proposed consideration for such shares includes securities and such transaction is to be effected by a Co-Sale Transactionprivate placement to Accredited Investors, any one or more of no Option Holder who is not an Accredited Investor shall have the Stockholders may demand that the effectiveness of the Co-Sale Transaction right to be included in such proposed transfer. The Participation Offer shall be conditioned upon the right execution and delivery by each Option Holder that accepts the Participation Offer of each all agreements and other documents as the Transferor is required to execute and deliver in connection with such Stockholder proposed transfer. If the First Option and/or Second Option is not exercised with respect to sell all the securities proposed to be transferred by the Transferor and any Option Holder shall accept the Participation Offer, the Transferor shall reduce, to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”)extent necessary, provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he shares of Common Stock or Common Stock Equivalents it otherwise would have sold in the proposed transfer so wishes as to permit those Option Holders who have accepted the Participation Offer to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders number of shares of Common Stock and/or Common Stock Equivalents, if applicable, that a proposed sale they are entitled to sell under this Section 5(b), and the Transferor and such Option Holders shall transfer the number of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal shares of Common Stock and/or, if applicable, Common Stock Equivalents specified in the Participation Offer to the per Share price to be paid proposed transferee in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently accordance with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all terms of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.such

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder Stockholder(s) to sell to the Person acquiring Shares in shares of Stock or other securities of the Co-Sale Transaction Company (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares Stockholder(s)’ shares of Stock and other securities of the Company (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”Stockholder(s) delivers deliver(s) written notice to the Stockholders Stockholder transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) shares of Stock or other Company securities to the Co-Sale Purchaser of such demand stating the number and kind of Shares he shares of Stock and other securities it so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders Party that a proposed sale of Shares shares of Stock would constitute a Co-Sale Transaction. The price for such StockholdersStockholder(s)’ Shares shares of Stock and other securities of the Company shall be equal to the per Share share price to be paid in the Co-Sale Transaction; Transaction provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders Party such that such Electing Co-Sale Stockholders and the Transferring Stockholders Party shall be entitled to receive such portion of the proceeds as if the proceeds had been were distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section C.2.a. of Article IV of the Certificate if the vote required by Section C.2.c. of Incorporation (the “Certificate”) Article IV of the Company Certificate is obtained and provided further that such Stockholders and/or Transferring Party who tenders securities which represent the right to purchase shares shall be entitled to receive as in effect immediately prior consideration therefor the value of such shares (determined on the basis of the terms and conditions applicable to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to taking into account the reallocation of the purchase price as aforesaid) purchasable on the basis thereof less the exercise price, if any, of the applicable orders of priority)security. The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders Party to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares shares of Stock and other securities such Stockholders desire Stockholder(s) desire(s) to sell, neither the Company nor any Stockholders Stockholder, including the Transferring Party, shall enter into the Co-Sale Transaction. The occurrence of a Co-Sale Transaction other than in connection with the purchase of all of such Stockholder(s) tendered shares of Stock and other securities shall be an Event of Default under this Agreement.

Co-Sale Rights. Upon the proposed occurrence of Notwithstanding Section 18.3(e), no Holder (each, a "Co-Sale Transaction, Seller") shall Transfer any one or more of the Stockholders Offered Securities pursuant to Section 18.3(e) to a Proposed Transferee until such Co-Sale Seller has given written notice to each of the Holders of the right (the "Co-Sale Right"), exercisable either within 5 days after the date of such Person's Holder Waiver Notice or within 15 business days following receipt of the Seller Notice, whichever is later, to sell to a Proposed Transferee all or part of such Holder's Portion of the Offered Securities, on the same terms and conditions as set forth in the Seller Notice, on an as-converted-to-Common-Stock basis. A Holder may demand that the effectiveness of exercise the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) Right by delivering to the Co-Sale Purchaser Seller at the closing of such demand stating the number Transfer of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal Offered Securities to the per Share price Proposed Transferee one or more certificates or debentures (as the case may be), properly endorsed for Transfer, representing such Offered Securities to be paid Transferred by the Holder. At the closing of the Transfer of Offered Securities to the Proposed Transferee, such certificates, debentures or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Seller Notice in consummation of the Transfer of the Offered Securities pursuant to the terms and conditions specified in such notice, and the Co-Sale Transaction; providedSeller will remit, howeveror will cause the Proposed Transferee to remit, to the participating Holder at closing that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior Transfer to which the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing Holder is entitled by reason of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders Holder's participation in such Transfer pursuant to the Co-Sale PurchaserRight. If the Offered Securities consist of debentures or more than one series or class or type of stock and the Proposed Transferee is not willing to purchase debentures or shares of a class of preferred stock held by the Holders, then the Holders exercising a Co-Sale Purchaser is unwilling Right will have the opportunity to convert such Existing Debentures, Debentures or unable to purchase all shares of the Shares such Stockholders desire to sellPreferred Stock into Common Stock, neither and the Company nor any Stockholders shall enter into the Co-Sale Transactionwill cooperate to effect such conversion.

Co-Sale Rights. Upon the proposed occurrence of Notwithstanding Section 3.4(e), no Proposed Transferor (each, a "Co-Sale Transaction, Seller") shall Transfer any one or more of the Stockholders may demand that the effectiveness of the Offered Shares pursuant to Section 3.4(e) to a Proposed Transferee until such Co-Sale Transaction be conditioned upon Seller has given written notice to each of the Restricted Investors of the right (the "Co-Sale Right"), exercisable either within 5 days after the date of each such Stockholder Person's Investor Waiver Notice or within 15 business days following receipt of the Seller Notice, whichever is later, to sell to a Proposed Transferee all or part of such Investor's Portion of the Person acquiring Shares Offered Shares, on the same terms and conditions as set forth in the Seller Notice (including the same price per Share), on an as-converted-to-Common-Stock basis. A Restricted Investor may exercise the Right of Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) by delivering to the Co-Sale Purchaser Seller at the closing of such demand stating the number Transfer of Offered Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price Proposed Transferee one or more certificates, properly endorsed for Transfer, representing such stock to be paid Transferred by the Restricted Investor. At the closing of the Transfer of Offered Shares to the Proposed Transferee, such certificates or other instruments will be Transferred and delivered to the Proposed Transferee as set forth in the Seller Notice in consummation of the Transfer of the Offered Shares pursuant to the terms and conditions specified in such notice, and the Co-Sale Transaction; providedSeller will remit, howeveror will cause the Proposed Transferee to remit, to the participating Restricted Investor at closing that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior Transfer to which the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing Restricted Investor is entitled by reason of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders Restricted Investor's participation in such Transfer pursuant to the Co-Sale PurchaserRight. If the Offered Shares consists of more than one series or class or type of stock and the Proposed Transferee is not willing to purchase shares of a class of preferred stock held by the Restricted Investors, then the Restricted Investors exercising a Right of Co-Sale Purchaser is unwilling or unable will have the opportunity to purchase all convert such shares of the Shares such Stockholders desire to sellPreferred Stock into Common Stock, neither and the Company nor any Stockholders shall enter into the Co-Sale Transactionwill cooperate to effect such conversion.

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder Stockholder(s) to sell to the Person acquiring Shares in shares of Stock or other securities of the Co-Sale Transaction Company (the “"Co-Sale Purchaser”") all or any part of such Stockholder’s Shares Stockholder(s)' shares of Stock and other securities of the Company (a “"Co-Sale”"), provided PROVIDED that such Stockholder (an “Electing Co-Sale Stockholder”Stockholder(s) delivers deliver(s) written notice to the Stockholders Stockholder transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) shares of Stock or other Company securities to the Co-Sale Purchaser of such demand stating the number and kind of Shares he shares of Stock and other securities it so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders Party that a proposed sale of Shares shares of Stock would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares Stockholder(s)' shares of Stock and other securities of the Company shall be equal to the per Share share price to be paid in the Co-Sale Transaction; providedTransaction PROVIDED, howeverHOWEVER, that the any such Stockholder and/or Transferring Party may demand that proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders Party such that such Electing Co-Sale Stockholders and the Transferring Stockholders Party shall be entitled to receive such portion of the proceeds as if the proceeds had been were distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section C.2.a. of Article IV of the Certificate and PROVIDED FURTHER that such Stockholders and/or Transferring Party who tenders securities which represent the right to purchase shares shall be entitled to receive as consideration therefor the value of Incorporation such shares (determined on the “Certificate”) basis of the Company as in effect immediately prior terms and conditions applicable to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to taking into account the reallocation of the purchase price as aforesaid) purchasable on the basis thereof less the exercise price, if any, of the applicable orders of priority)security. The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders Party to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares shares of Stock and other securities such Stockholders desire Stockholder(s) desire(s) to sell, neither the Company nor any Stockholders Stockholder, including the Transferring Party, shall enter into the Co-Sale Transaction. The occurrence of a Co-Sale Transaction other than in connection with the purchase of all of such Stockholder(s) tendered shares of Stock and other securities shall be an Event of Default under this Agreement.

Co-Sale Rights. Upon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to sell to the Person acquiring Shares in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a D-5 “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) Charter of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Co-Sale Stockholders to the Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.

Co-Sale Rights. Upon the proposed occurrence of a (a) Co-Sale Transaction, Right. If any one Blackhawk Partners (the "Blackhawk Seller") desires to effect a sale or more transfer (pursuant to a single transaction or a series of related transactions to a single transferee or group of transferees) of at least 25% of the Stockholders may demand that shares of Common Stock owned by the effectiveness Blackhawk Seller to any transferee or group of transferees (a "Co-Sale Disposition"), the Blackhawk Seller shall give 15 days prior written notice to the Investors describing the material terms of the proposed Co-Sale Disposition and identifying the contemplated transferee or group of transferees (a "Co-Sale Notice"). To the extent any Investor holds shares of Common Stock, each such Investor may, by written notice to the Blackhawk Seller delivered within 15 days following the date of the Co-Sale Transaction be conditioned upon the right of Notice (each such Stockholder Investor delivering such notice being a "Co-Sale Investor"), elect to sell to the Person acquiring Shares participate in the Co-Sale Transaction (the “Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (Disposition, and require, as a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice condition to the Stockholders transferring Shares in the Co-Sale Transaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number of Shares he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to the per Share price to be paid in the Co-Sale Transaction; provided, however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (the “Certificate”) of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (giving effect to applicable orders of priority). The closing of the Co-Sale shall take place concurrently with Disposition, that the sale by proposed transferee or group of transferees purchase, at the Transferring Co-Sale Stockholders to same price per share and on the same terms and conditions as are described in the Co-Sale Purchaser. If Notice, a number of shares of Common Stock held by such Investor that is equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock to be transferred as set forth in the Co-Sale Purchaser Notice by (ii) a fraction, the numerator of which is unwilling the number of shares of Common Stock owned by the Investor on an as-if converted or unable exchanged basis at the time of the sale or transfer and the denominator of which is the combined number of such shares of Common Stock and securities convertible or exchangeable for Common Stock owned by the Blackhawk Partners and the Co-Sale Investors on an as-if converted or exchanged basis (the "Co-Sale Shares"). If any Investor receiving the Co-Sale Notice timely elects to be a Co-Sale Investor, the Blackhawk Seller shall not effect the Co-Sale Disposition described in the Co-Sale Notice unless the proposed transferee or group of transferees agrees to purchase all of the Co-Sale Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into of all of the Co-Sale TransactionInvestors at the same price and on the same terms and conditions described in the Co-Sale Notice, except that to the extent the transferee or group purchases any warrant or option, the exercise price thereof shall be deducted from the price payable for such warrant or option.