Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. SECTION 6.1 CO-SALE RIGHTS (a1) In If an Investor, either individually or as part of a group (the event any Member "CO-SALE GROUP") of two or more Investors acting jointly and in concert (for purposes of this Section 11.15, such individual Investor or Co-Sale Group member being the “Selling Member”"CO-SALE OFFEREE") proposes to Transfer, or receives an offer to Transfer all (that it wishes to accept), to any Third Party (the "CO-SALE OFFEROR") Shares of such Investor that either alone, or together with any portion of its Units (for purposes of this Section 11.15, the “other Co-Sale Units”Offeree, represent more than 15% of the total equity securities of the Company issued and outstanding as of the date of such offer, the Co-Sale Offeree, either for itself or on behalf of the Co-Sale Group, shall, at least ten (10) other than pursuant to a Permitted Business Days before such Transfer, the Selling Member shall deliver a written notice (the “Co"CO-Sale Notice”SALE NOTICE") to each other Member Investor that sets forth: (eachA) the number of Shares to which the offer relates (the "OFFERED SHARES") and the name and address of the Co-Sale Offeror, a “(B) the name and address of the proposed Co-Sale Offeree(s), (C) the proposed amount and type of consideration (including without limitation, if the consideration consists in whole or in part of noncash consideration, such information available to the Co-Sale Offeree(s) as may be reasonably necessary for the Company and each Investor to properly analyze the economic value and investment risk of such non-cash consideration) and (D) the terms and conditions of payment offered by the Co-Sale Offeror; provided, however, that such Co-Sale Notice shall indicate that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 6.1(1) and has agreed in writing to purchase Shares in accordance with the terms hereof. (2) No Co-Sale Offeree shall Transfer any Shares to the Co-Sale Offeror unless each Investor (other than any Co-Sale Offeree”) at least thirty who desires to do so is permitted to Transfer its respective Pro Rata Amount (30) days prior to making such Transfer describing based upon the general terms and conditions aggregate number of Shares of the proposed Transfer, including Company outstanding at such time and held by all Investors) of the purchase price for aggregate number of Shares to which the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred Offer relates. (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen 3) Within ten (1510) days Business Days after delivery of the Co-Sale Notice, which notice shall specify each Investor may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires a notice (the "TAG-ALONG NOTICE") specifying the number of Shares (up to include its Pro Rata Amount) with respect to which each Investor shall exercise its rights under this Section 6.1(3). (4) Any Shares specified in such proposed Transfer, provided that such percentage a Tag-Along Notice shall not exceed be Transferred on the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on same terms and conditions that as are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety in respect of the Offered Shares. (905) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the The provisions of this Section 11.15 prior to any subsequent Transfer. Article 6 (bi) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Coapply to Permitted Transfers and (ii) shall apply to all Shares including Non-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soVoting Shares.

Co-Sale Rights. (a) In the event any Member If West proposes to sell its Interests, other than to an Affiliate (for purposes of as to which this Section 11.157.8 shall not apply), then such sale shall not be completed until the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Participating Member shall deliver a written notice have been given the opportunity, exercisable during fifteen (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (3015) days prior following notice of such sale (“Notice of Sale”), to making such Transfer describing the general terms and conditions of sell to the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(stransferee(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on upon the same terms and conditions by delivering written notice offered to West, up to the Selling Member within fifteen Participating Member’s pro rata share (15based on relative ownership of Interests in the Company) days after delivery (“Pro Rata Share”) of the Co-Sale NoticeInterests proposed to be sold; provided, which notice however that the consideration received by the Participating Member shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior be equal to the expiration amount that the Participating Member would receive for its Interest being sold pursuant to this Section 7.8 assuming the transfer constituted a sale all of the fifteen (15)-day period for giving such notice, then assets of the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable Company at a price determined by reference to the Selling price offered to West for its Interests and the amount the Participating Member than those set forth would receive upon the subsequent liquidation of the Company in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required accordance with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferAgreement. (b) To If the extent that one or more Co-Participating Member fails to notify West during the fifteen (15) day period following Notice of Sale Offerees exercises its right of participation pursuant to Section 11.15(a7.8(a), then, at then the Selling Member’s option, either the percentage of Units that the Selling Participating Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage deemed to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees have waived its rights under this Section 7.8. Any sale made pursuant to this Section 11.157.8 shall be consummated within sixty (60) days of the end of the 15 day notice period and shall be conditioned upon the agreement of the proposed transferee(s) that such proposed transferee(s) will purchase from the Participating Member, its Pro Rata Share of the Interests proposed to be Transferred. (c) The Selling certificate or certificates that the Participating Member delivers to West pursuant to Section 7.7(b) shall not Transfer any Co-Sale Units be sold to any the prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth purchaser(s) in the Co-Sale Notice) its pro rata percentage consummation of the total Units proposed sale of the Interests pursuant to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable specified in a direct sale the Notice of such Units Sale, and West shall concurrently therewith remit to the proposed transfereeParticipating Member that portion of the sale proceeds to which the Participating Member is entitled by reason of its participation in such sale. The Selling Member will endeavor to facilitate To the purchase by extent that any prospective transferee purchaser(s) prohibits such assignment or otherwise refuses to purchase Interests from the Participating Member exercising its rights of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant hereunder, West shall not sell to this Section 11.15 if such prospective purchaser or purchasers any Interests unless and to until, simultaneously with such sale, West shall purchase such Interests from the extent Participating Member (so that the effect of such Co-Sale Offeree wishes to include such interests in transaction would be the Transfer, but neither the Selling Member nor any other Person shall be liable same as if the prospective transferee declines to do sopurchaser had purchased Interests from the Participating Member).

Co-Sale Rights. (a) In the event any Member (for purposes Any Transfer of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant Equity Securities by an Offeror to a Permitted Transferthird party which is permitted by Section 3.3 shall be subject to the requirement that the third party transferee must also purchase up to an equivalent number, in the Selling Member shall deliver a written notice (the “Co-Sale Notice”) aggregate, of like Equity Securities from Stockholders who choose to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect exercise their right to participate in the contemplated Transfer at the same price and transaction (a "Co-Sale Right"), on the same terms and conditions which govern the Transfer of Equity Securities by delivering the Offeror. Each Stockholder that chooses to exercise a Co-Sale Right must give the Offeror written notice to the Selling Member within (a "Co-Sale Notice") of such election no later than fifteen (15) days after delivery the receipt of the Offeror's Notice of Transfer, provided that any Stockholder who has given a First Offer Notice pursuant to Section 3.3 shall not be entitled to exercise Co-Sale Rights or give a Co-Sale Notice. Each Co-Sale Notice shall set forth (a) the maximum number of Equity Securities (the "Co-Sale Bid") for which the Stockholder is willing to exercise his Co-Sale Right (which number shall not be greater than the Stockholder's Pro Rata portion of the Equity Securities described in the Notice of Transfer) and (b) such Stockholder's agreement to transfer to the third party transferee the number of like Equity Securities determined in accordance with this Section 3.4. The third party transferee shall purchase from each Stockholder that exercises a Co-Sale Right a number of like Equity Securities that is lesser of (i) such Stockholder's Co-Sale Bid and (ii) the product of (1) the number of Equity Securities Transferred by the Offeror and (2) a fraction, the numerator of which is such Stockholder's Co-Sale Bid and the denominator of which the sum of the Co-Sale Notice, which notice shall specify Bids of all the percentage of its Units Stockholders that such exercised Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferRights. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event any VI.5.1. If a selling Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion proceed with the sale of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than selling Member’s offered Interest pursuant to a Permitted TransferSection 6.3.3, then during the Selling fifteen (15) day period following the Member shall deliver a written notice Notice Period (the “Co-Sale NoticeCutoff Date”) to ), each Member other than the selling Member (each, a “Co-Sale OffereeRightholder”) at least thirty shall have the right to sell to the purchaser named in the notice delivered pursuant to Section 6.3.1, upon the terms set forth in the notice delivered thereunder, that number of Units held by such Co-Sale Rightholder determined by multiplying the number of Units that the purchaser is willing to purchase by a fraction, (30i) the numerator of which is the number of Units such Co-Sale Rightholder has proposed to sell to the purchaser, and (ii) the denominator of which is the total number of Units that all Members have proposed to sell to the Purchaser, as further provided in Section 6.5.2. The Co-Sale Rightholder(s) exercising their rights pursuant to this Section 6.5 shall sell the number of Units required to be sold by such Co-Sale Rightholder(s) pursuant to this Section 6.5.1, and the number of Units to be sold to such purchaser by the selling Member shall be reduced accordingly. The transaction contemplated by this Section 6.5 shall be consummated not later than 90 days prior after the Cutoff Date. VI.5.2. A selling Member shall give notice to making such Transfer describing each Co-Sale Rightholder of each proposed sale by it of an Interest which gives rise to the general terms and conditions rights of the proposed Transfer, including the purchase price for the Co-Sale UnitsRightholders set forth in this Section 6.5, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within least fifteen (15) days prior to the proposed consummation date of such sale, such date to be at least 15 days after delivery the expiration of all rights of first refusal pursuant to Sections 6.3.1. and 6.3.2. herein setting forth the name of such selling Member, the number of Units of Interest proposed to be sold, the name and address of the Co-Sale Noticeproposed purchaser, which notice shall specify the proposed amount and form of consideration and terms and conditions of payment offered by such purchaser, and the percentage of its Units that such Co-Sale Offeree desires Rightholder may sell to include such Third Party Purchaser (determined in such proposed Transferaccordance with Section 6.5.1.), provided that such percentage shall not exceed the any Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice Rightholder may waive its rights under this Section 6.5 prior to the expiration of such period by giving written notice to the fifteen (15)-day period for giving such noticeselling Member, then with a copy to the Selling Member may Transfer the Company. VI.5.3. The Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred Rights provided by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall 6.5 must be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer exercised by any Co-Sale Rightholder wishing to sell its Units within 10 days following receipt of the notice required by Section 6.5.2, by delivery of a written notice to any prospective transferee if the selling Member indicating such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless Rightholder wishes to exercise its rights and specifying the Selling Member acquires from each number of Units (up to the maximum number of Units owned by such participating Co-Sale Offeree (Rightholder required to be purchased by such purchaser) it wishes to sell, provided that any Co-Sale Rightholder may waive its rights under this Section 6.5 prior to the expiration of such 10-day period by giving written notice to the selling Member, with a copy to the Company. The failure of a Co-Sale Rightholder to respond within such 10-day period shall be deemed to be a waiver of such Co-Sale Rightholder’s rights under this Section 6.5. VI.5.4. Each selling Co-Sale Rightholder shall sell, at the price per Unit and on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (ornotice, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee number of Units held by a such selling Co-Sale Offeree Rightholder up to such selling Co-Sale Rightholder’s percentage as defined in Section 6.5.1. Each selling Co-Sale Rightholder which are has so notified the selling Member of its intention to sell Units in the transaction prior to the expiration of the notice period shall be entitled to do so, subject to the terms set forth in this section 6.5.4; provided, however, that if such sale is not eligible for closed within ninety (90) days of such failure or refusal, the selling Member shall not transfer Interest without again complying with the provisions of this Section 6.5. If the purchaser fails to purchase Units from any Co-Sale Rightholder that has properly exercised its co-sale rights pursuant to this Section 11.15 if 6.5.4, then the selling Member shall not be permitted to consummate the proposed sale of the selling Member’s offered Interest, and to any such attempted sale shall be null and void ab initio. VI.5.5. Notwithstanding the extent such foregoing, a selling Co-Sale Offeree wishes Rightholder (i) shall not be required to include give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the selling Member, (ii) shall only make representations, warranties, indemnities and covenants severally and in its capacity as a member concerning its valid ownership of membership rights or interests of the Company, free of all liens, and its authority, power and right to enter into and consummate such interests in the Transfer, but neither the Selling Member nor purchase and sale without violating any other Person agreements to which it is a party or its assets are bound, and (iii) shall not be liable if obligated to bear more than its pro rata share of any expenses or any indemnification liability up to the prospective transferee declines to do sonet cash proceeds received by such selling Co-Sale Rightholder in connection with the sale.

Co-Sale Rights. 13.1 If a Holder proposes to sell any shares of its Series C Preferred Stock (a) In the event any Member (for purposes of this Section 11.15, the “Selling MemberHolder”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, then the Selling Member Holder shall deliver a promptly give written notice (the “Co-Sale Notice”) to each of the other Member (each, a “Co-Sale Offeree”) Holders at least thirty (30) 30 days prior to making the closing of such Transfer describing sale. The Notice shall describe in reasonable detail the general proposed sale including, without limitation, the number of shares of Series C Preferred Stock to be transferred, the nature of such sale, the consideration to be paid, and the name and address of each prospective purchaser or transferee. 13.2 Each other Holder (the “Participating Holder”) shall have the right, exercisable upon written notice to such Selling Holder within 15 days of the Notice, to participate in such sale of Series C Preferred Stock on the same terms and conditions. Such notice shall indicate the number of shares of Series C Preferred Stock such Participating Holder wishes to sell. (a) Each Participating Holder shall effect its participation in the sale by promptly delivering to such Selling Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Series C Preferred Stock which such Participating Holder elects to sell. (b) The stock certificate or certificates that the Participating Holder delivers to such Selling Holder shall be transferred to the prospective purchaser in consummation of the sale of the Series C Preferred Stock pursuant to the terms and conditions of specified in the proposed TransferNotice, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the Selling Holder shall concurrently therewith remit to such Participating Holder that portion of the sale proceeds to which such Participating Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating Holder exercising its rights of co-sale hereunder, such Selling Member’s Units Holder shall not sell to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price such prospective purchaser or purchasers any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participating Holder on the same terms and conditions specified in the Notice. (c) To the extent that the Participating Holders do not elect to participate in the sale of the Series C Preferred Stock held by delivering written notice such Selling Holder subject to the Notice, such Selling Member Holder may enter into an agreement providing for the closing of the sale of such Series C Preferred Stock within fifteen thirty (1530) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person agreement on terms and conditions that are no not materially more favorable to the Selling Member transferor than those set forth described in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained)Notice. Any Co-Sale Units not Transferred proposed sale on terms and conditions materially more favorable than those described in the Notice, as well as any subsequent proposed sale of any of the Series C Preferred Stock by the a Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) Holder, shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to rights of the Participating Holders and shall require compliance by a Selling Holder with the procedures described in this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so13.

Co-Sale Rights. (a) In the event If at any Member (for purposes of this Section 11.15, the “Selling Member”) proposes time any Prior Investor desires to Transfer sell all or any portion part of its Units (for purposes of this the Restricted Shares owned by him to any Proposed Transferee in accordance with Section 11.153, the “Co-Sale Units”) other than pursuant to a Permitted Transfersales exempted pursuant to Section 3(h), the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed TransferHolders shall have the right to sell to the Proposed Transferee, including as a condition to such sale to the purchase price for the Co-Sale UnitsProposed Transferee, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price per share and on the same terms and conditions by delivering written notice conditions, a number of Restricted Shares equal to the Selling Member within fifteen total number of Restricted Shares to be sold multiplied by a fraction, the numerator of which is the aggregate number of Common Shares (15after giving effect to the conversion of all convertible preference shares owned by such Holder) days then owned by such Holder and the denominator of which is the aggregate number of Common Shares (after delivery giving effect to the conversion of all convertible preference shares owned by all such Holders) then owned by all of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation PercentageHolders. If a Co-Sale Offeree does not give such notice prior and to the expiration extent a Holder exercises his, her or its rights under this Section 4(a), the number of Restricted Shares to be sold by the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period Prior Investor shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred reduced by the Selling Member during such ninety (90)-day period (as such period may number of Restricted Shares to be extended pursuant to sold by the immediately preceding sentence) shall again be subject to the provisions of Holder exercising his, her or its right under this Section 11.15 prior to any subsequent Transfer4(a). (b) To Each Holder wishing to so participate in any sale under Section 4(a) shall notify the extent that one or more Co-Sale Offerees exercises its right Prior Investor in writing of participation such intention as soon as practicable after such Holder’s receipt of the Offer made pursuant to Section 11.15(a)3(b) above, then, at and in any event within the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co15-Sale Offeree may sell day time period specified in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicableSection 3(d) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15above. (c) The Selling Member Each participating Holder shall not Transfer any Co-Sale Units sell to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offereesthe Proposed Transferee all, unless or at the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage option of the total Units Proposed Transferee, any part, of the Restricted Shares proposed to be sold at not less than the price and upon other terms and conditions, if any, not more favorable in any material respect to the Proposed Transferee than those in the Transfer (orOffer provided by the Prior Investor under Section 3(b) above; provided, if lesshowever, the percentage that any purchase of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale fewer than all of such Units Restricted Shares by the Proposed Transferee shall be made from each participating Holder and the Prior Investor pro rata based upon the relative amount of the Restricted Shares that each participating Holder and the Prior Investor is otherwise entitled to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale sell pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so4(a) above.

Co-Sale Rights. Subject to Section 7(l) hereof, at least 15 business days prior to any sale, transfer, assignment, pledge or other disposal (aa "Transfer") In of Common Stock or of securities convertible into Common Stock by Xxxx Xxxxx or Xxxx Xxxxxx (each, a "Founder") (other than (i) pursuant to an underwritten public offering of shares of the event any Member Company registered under the 1933 Act (for purposes a "Public Offering") or (ii) sales under Rule 144 (provided that the Founders notify the Purchaser of this Section 11.15such sales not more than five days subsequent to the date thereof)), the “Founder making such Transfer (the "Selling Member”Stockholder") proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-"Sale Notice”") to each other Member (each, a “Co-Sale Offeree”the Purchaser specifying in reasonable detail the identity of the prospective transferee(s) at least thirty (30) days prior to making such Transfer describing and the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree The Purchaser may elect to participate in the contemplated Transfer by delivering written notice to the Selling Stockholder within 10 business days after delivery of the Sale Notice. If the Purchaser has elected to participate in such Transfer, the Selling Stockholder and the Purchaser shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery terms, a number of the Co-Sale Notice, which notice shall specify the percentage shares of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage Common Stock equal to the Selling Member’s or product of (x) the participating Co-Sale Offeree’s (as applicable) pro rata percentage quotient determined by dividing the number of the total Units proposed to be sold in the Transfer, or shares of Common Stock owned by such stockholder by the aggregate Units to be sold number of shares of Common Stock owned by the stockholders participating in such Transfer and (y) the transaction shall be increased to accommodate the Units aggregate number of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed shares to be sold in the Transfer (orby the other Shareholders participating in the Transfer. The Purchaser, as a condition of exercising his rights under this Section 7(i), shall enter into such documentation as is expected by the buyer of such Shares, including, without limitation, documentation comparable to that entered into by the Founders; provided, that if lessthe Purchaser, at the time of such Transfer, is no longer an officer or director of the Company, the percentage only representation and warranty that the Purchaser shall be required to make in connection with any Transfer is a warranty with respect to its ownership of its Units that such Co-Sale Offeree requested the Shares to Transfer be sold by him and his ability to such transferee) on the same priceconvey title thereto free and clear of liens, terms and conditions as would be applicable in a direct sale of such Units to the proposed transfereeencumbrances or adverse claims. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale Each stockholder transferring shares pursuant to this Section 11.15 if 7(i) shall pay its pro rata share (based on the number of shares of Common Stock to be sold) of the expenses incurred by the stockholders in connection with such transfer and shall be obligated to join in any indemnification or other obligations that the transferor agrees to provide in connection with such Transfer, provided, however, that the maximum amount of liability in respect of any indemnification obligation (including, but not limited to, attorneys' fees and expenses) shall be to an amount equal to the extent net proceeds actually received by the Purchaser from the sale of Shares in such Co-Sale Offeree wishes to include such interests in transaction. Notwithstanding the Transfergenerality of the foregoing, but neither the Selling Member nor any other Person Purchaser's rights under this Section 7(i) shall expire and be liable if of no further effect upon consummation by the prospective transferee declines to do soCompany of an underwritten public offering for gross proceeds of at least $7,500,000.

Co-Sale Rights. (a) In the event If a Member delivers a Seller’s Notice indicating an intention to sell any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Common Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer), the Selling each Member shall deliver a have the right, exercisable upon written notice (the “Co-Sale Election Notice”) to each other such Selling Member within fifteen (each15) calendar days after receipt of the Seller’s Notice, a “Co-to participate in the sale of the Sale Offeree”) at least thirty (30) days prior Interest pursuant to making such Transfer describing the general specified terms and conditions of the proposed Transfer, including the purchase price for Purchase Offer. The delivery of the Co-Sale UnitsElection Notice pursuant to this Section 7.3 shall set forth the maximum percentage of its Common Units that such Member desires to sell (subject to the limitations set forth in Section 7.3(a) below) and such written election shall constitute an irrevocable commitment to sell such Common Units contingent only upon the closing of the proposed sale on the terms communicated in the Seller’s Notice. To the extent one or more of the Members exercises such right of participation in accordance with the terms and conditions set forth below, the proposed purchaser(sSale Interest which such Selling Member may sell shall be correspondingly reduced (unless the purchaser is willing to purchase additional Units). The right of participation of each of the Members shall be subject to the following terms and conditions: (a) Each Member may elect to sell all or any part of its Common Units equal to the product obtained by multiplying (i) the number of Common Units of such Member by (ii) a fraction, the closing date for numerator of which is the sale number of Common Units being sold by the Selling Member that delivered the Seller’s Notice and the denominator of which is the aggregate number of Common Units held by the Selling Member that delivered the Seller’s Notice. (b) Each Member electing to sell Common Units pursuant to this Section 7.3 shall Transfer such Common Units pursuant to the terms and conditions specified in the Seller’s Notice, and the Selling Member shall promptly thereafter remit to each participating Member that portion of the sale proceeds to which such Member is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuses to purchase the Common Units from any Member exercising its rights of co-sale hereunder, the Selling Member’s Member shall not sell to such prospective purchaser or purchasers any Sale Interests unless and until, simultaneously with such sale, the Selling Member purchases such Common Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at from such Member for the same price consideration and on the same terms and conditions by delivering written notice as the proposed transfer described in the Seller’s Notice. Notwithstanding the foregoing, if the prospective purchaser or purchasers are unwilling or unable to the Selling Member within fifteen (15) days after delivery acquire all of the Co-Sale Notice, which notice shall specify the percentage of its Common Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth identified in the Co-Sale Notice at any time within ninety Election Notices that have been timely given, the Selling Member may then elect either to (90A) days after expiration cancel the proposed sale of such fifteen Sale Interests or (15)-day period for giving notice (provided, that if any governmental B) allocate to each Member which or other third party approval is required with respect to such Transfer, then such period shall be extended until who has given a reasonable time after such approvals are obtained). Any timely Co-Sale Units not Transferred by the Selling Member during Election Notice such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either pro rata portion (based upon the percentage aggregate purchase price of the Common Units) of the aggregate number of Common Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage prospective purchaser or purchasers are willing to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15purchase. (c) The Selling No Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offereesbe required, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units condition to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee exercise of Units held by a Co-Sale Offeree which are not eligible for their co-sale rights pursuant to this Section 11.15 if 7.3, to have to enter into an agreement which does not provide that, except for the breaches of representations, warranties and covenants relating to such particular Member and/or its ability to transfer its equity in the Company, each Member’s liability to the extent purchaser for breaches of representations, warranties, covenants, indemnities and other agreements will be (i) limited in amount to the proceeds received by such Co-Sale Offeree wishes to include Member in connection with such interests transaction, and (ii) several only, and not joint and several with other Members, in the Transfer, but neither proportion that the Selling proceeds to be received by such Member nor any other Person shall be liable if in such transaction bear to the prospective transferee declines to do sototal proceeds being received by all Members in such transaction.

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant Subject to a Permitted TransferTransferor Stockholder first complying with the provisions of Section 3.2, until the Selling Member shall deliver a written notice (occurrence of an Initial Public Offering, if the “Co-Sale Notice”) Company and/or the Preferred Holders do not exercise their right to purchase all of the shares of Offered Stock to be Transferred by the Transferor Stockholder, then each other Member Preferred Holder who has exercised such right (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed TransferHolder” and, including the purchase price for the Co-Sale Unitscollectively, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation PercentageHolders”). Each Co-Sale Offeree may elect ) shall have the right, exercisable upon written notice to the Transferor Stockholder within ten (10) days after receipt by such Preferred Holder of the Second Transfer Notice, to participate in the contemplated such Transfer at the same price and of Offered Stock on the same terms and conditions by delivering written as stated in the Transfer Notice. Such notice shall indicate the number of Equity Securities such Co-Sale Holder wishes to sell under its right to participate in such Transfer. To the extent the Co-Sale Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that such Transferor Stockholder may Transfer in the transaction shall be correspondingly reduced in accordance with Section 3.3(b). (b) Each Co-Sale Holder may Transfer all or any part of that number of shares equal to the Selling Member within fifteen product obtained by multiplying (15i) days after the aggregate number of shares of Equity Securities covered by the Transfer Notice by (ii) a fraction, the numerator of which is the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock owned by such participating Co-Sale Holder at the time of the Transfer, and the denominator of which is the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock owned at the time of the Transfer by all Co-Sale Holders that exercise their right of participation in accordance with this Section 3.3 and the Transferor Stockholder. (c) Each Co-Sale Holder who elects to participate in the Transfer pursuant to this Section 3.3 (each, a “Participant” and, collectively, the “Participants”) shall effect its participation in the Transfer by executing and delivering all agreements, instruments and other documents required of a transferor in such Transfer and promptly delivering to the Transferor Stockholder for Transfer to the prospective purchaser or transferee one or more certificates, properly endorsed for Transfer, which represent: (i) the type and number of shares of Common Stock which such Participant elects to Transfer; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Participant elects to Transfer; provided, however, that if the prospective purchaser or transferee objects to the delivery of Preferred Stock in lieu of Common Stock, such Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 3.3(c)(i). The Company agrees to make, to the extent reasonably practicable, any such conversion concurrent with the actual Transfer of such shares to the purchaser or transferee. (d) The stock certificate or certificates that the Participants deliver to the prospective purchaser or transferee pursuant to Section 3.3(c) shall be transferred to such prospective purchaser or transferee in consummation of the Transfer of the Offered Stock, pursuant to the terms and conditions specified in the Transfer Notice, and the Participants shall receive that portion of the consideration to which such Participant is entitled by reason of its participation in such Transfer, pursuant to the terms and conditions specified in the Transfer Notice. (e) To the extent that any prospective purchaser or transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, such Transferor Stockholder shall not Transfer to such prospective purchaser or transferee any Equity Securities unless and until, simultaneously with such Transfer, such Transferor Stockholder shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Transfer Notice. (f) The exercise or non-exercise of the rights of the Co-Sale Notice, which notice shall specify the percentage Holders hereunder to participate in one or more Transfers of its Units that Equity Securities made by such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage Transferor Stockholder shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior adversely affect their rights to the expiration participate in subsequent Transfers of Equity Securities subject to Section 3.2. (g) Any subsequent proposed Transfer of any of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until Equity Securities by a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) Transferor Stockholder shall again be subject to the provisions of co-sale rights set forth herein and shall require compliance by a Transferor Stockholder with the procedures described in Section 3.2 and this Section 11.15 prior to any subsequent Transfer3.3. (bh) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to This Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member 3.3 shall not Transfer any Co-Sale Units apply to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage Transfer of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soPreferred Equity Securities.

Co-Sale Rights. (a) In Upon the event any Member (for purposes proposed occurrence of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “a Co-Sale Units”Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of such Stockholder(s) to sell to the Person acquiring shares of Stock or other than pursuant to a Permitted Transfer, securities of the Selling Member shall deliver a written notice Company (the “Co-Sale NoticePurchaser”) to each all or any part of such Stockholder(s)’ shares of Stock and other Member securities of the Company (each, a “Co-Sale OffereeSale”), provided that such Stockholder(s) at least thirty (30deliver(s) days prior written notice to making such Transfer describing the general terms and conditions Stockholders transferring shares of Stock or other securities of the proposed Transfer, including the purchase price for Company in the Co-Sale UnitsTransaction (the “Transferring Co-Sale Stockholders”) to the Co-Sale Purchaser of such demand stating the number and kind of 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 of Stock or other securities of the Company would constitute a Co-Sale Transaction. The price for such Stockholder(s)’ shares of Stock and other securities of the Company shall be equal to the per share price to be paid in the Co-Sale Transaction provided, however, that the proposed purchaser(s), proceeds from the closing date for the sale Co-Sale Transaction be reallocated among such Stockholders and the Transferring Co-Sale Stockholders such that such Stockholders and the Transferring Co-Sale Stockholders shall be entitled to receive such portion of the Selling Member’s Units proceeds as if the proceeds were distributed pursuant to be Transferred (the “rights and preferences set forth in the Certificate as in effect immediately prior to the entrance into the first agreement entered into in connection with, and prior to, such Co-Sale Participation Percentage”). Each Transaction (giving effect to applicable orders of priority) and provided further that any such Stockholders and/or Transferring Co-Sale Offeree may elect Stockholders who tender securities which represent the right to participate in purchase shares shall be entitled to receive as consideration therefor the contemplated Transfer at the same price and value of such shares (determined on the same basis of the terms and conditions by delivering written notice applicable to the Selling Member within fifteen (15Co-Sale Transaction taking into account the reallocation of the purchase price as aforesaid) days after delivery purchasable on the basis thereof less the exercise price, if any, of the applicable security. The closing of the Co-Sale Notice, which notice shall specify take place concurrently with the percentage of its Units that such sale by the Transferring Co-Sale Offeree desires Stockholders to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation PercentagePurchaser. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units Purchaser is unwilling or unable to purchase all of the shares of Stock and other securities such Stockholder(s) desire(s) to sell, neither the Company nor any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in Stockholders or Transferring Co-Sale Stockholders, shall enter into the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferTransaction. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In a. If Party A does not exercise its right of first refusal as per Article 15 above, it may nevertheless provide during the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Acceptance Period a Co-Sale Units”) other than pursuant Notice in which it may sell, at the price and on the terms stated in such Equityholder Offeror Notice, a pro rata portion of the total number of Offered Equity rights being sold by Party B equal to the product obtained by multiplying the number of the Offered Equity rights by a Permitted Transferfraction, the Selling Member numerator of which is the number of Equity rights of the Company held by Party A and the denominator of which is the sum of the total number of Equity rights owned by Party B and by Party A. To the extent the Party A exercises such right of Co-Sale, the number of equity rights from the Offered Equity rights that Party B may sell shall deliver be correspondingly reduced and Party B shall not sell any of the Offered Equity rights to the Bona Fide Purchaser unless Party A is allowed to sell its pro rate equity right of the Offered Equity rights as detailed above. If there is no such sale within such seventy (70) calendar days period, then Party B will not sell or transfer the Offered Equity rights, or any other equity rights of the Company, without again complying with the provisions of this Article 16. b. Any such election by Party A shall be made by a written notice (the a “Co-Sale Notice”) to each other Member (eachParty B, with a “copy to the Company, during the Acceptance Period. If Party A does not provide a Co-Sale Offeree”Notice within the Acceptance Period it shall be deemed to have rejected such offer and waived its co-sale rights under this Article 16, and Party B shall be free within seventy (70) at least thirty (30) calendar days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of expiration of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery period for submission of the a Co-Sale Notice, which notice shall specify to sell the percentage of its Units that such Co-Sale Offeree desires to include Offered Equity rights at the price and on the terms contained in such proposed Transferthe Equityholder Offeror Notice, provided that, to the extent approved by Party A, ongoing obligations of Party B (i.e. grant of the License) shall continue to apply and further provided that the purchaser of any such percentage shall not exceed Offered Equity rights has agreed in writing to assume the Co-Sale Participation Percentageother obligations of Party B under this Articles of Association. If a Co-Sale Offeree does there is no such sale within such seventy (70) calendar days period, then Party B will not give such notice prior to sell or transfer the expiration Offered Equity rights, or any other Equity rights of the fifteen (15)-day period for giving such noticeCompany, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required without again complying with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferArticle 16. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. 27.2.1. If Party A does not exercise its right of first refusal as per Section 27.1 above, it may nevertheless provide during the Acceptance Period a Co-Sale Notice in which it may sell, at the price and on the terms stated in such Shareholder Offeror Notice, a pro rata portion of the total number of Offered Equity Rights being sold by Party B equal to the product obtained by multiplying the number of the Offered Equity Rights by a fraction, the numerator of which is the number of Equity Rights of the Company held by Party A and the denominator of which is the sum of the total number of Equity Rights owned by Party B and by Party A. To the extent Party A exercises such right of Co-Sale, the number of Equity Rights from the Offered Equity Rights that Party B may sell shall be correspondingly reduced and Party B shall not sell any of the Offered Equity Rights to the Bona Fide Purchaser unless the Party A is allowed to sell its pro rate share of the Offered Equity Rights as detailed above. If there is no such sale within such seventy (a70) In calendar days period, then Party B will not sell or transfer the event Offered Equity Rights, or any Member (for purposes other Equity Rights of the Company, without again complying with the provisions of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member 27.2. 27.2.2. Any such election by Party A shall deliver be made by a written notice (the a “Co-Sale Notice”) to each other Member (eachParty B, with a “copy to the Company, during the Acceptance Period. If Party A does not provide a Co-Sale Offeree”Notice within the Acceptance Period it shall be deemed to have rejected such offer and waived its co-sale rights under this Section 27.2, and Party B shall be free within seventy (70) at least thirty (30) calendar days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of expiration of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery period for submission of the a Co-Sale Notice, which notice shall specify to sell the percentage of its Units that such Co-Sale Offeree desires to include Offered Equity Rights at the price and on the terms contained in such proposed Transferthe Shareholder Offeror Notice, provided that, to the extent approved by the Party A, ongoing obligations of Party B (i.e. grant of the License) shall continue to apply and further provided that the purchaser of any such percentage shall not exceed Offered Equity Rights has agreed in writing to assume the Co-Sale Participation Percentageother obligations of Party B under this Agreement. If a Co-Sale Offeree does there is no such sale within such seventy (70) calendar days period, then Party B will not give such notice prior to sell or transfer the expiration Offered Equity Rights, or any other Equity Rights of the fifteen (15)-day period for giving such noticeCompany, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required without again complying with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer27.2. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. Except in the case of a Drag-Along Transaction, if VSH proposes to accept a bona fide offer from any Person(s), other than a Permitted Transferee, to purchase at least twenty percent (a20%) In the event any Member of VSH's shares of Company Stock (for purposes of this Section 11.15a “Purchase Offer”), the “Selling Member”) proposes Participant shall have the right to Transfer all or any portion participate in VSH's sale of its Units (for purposes shares of this Section 11.15Company Stock, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member which shall deliver a be exercisable by delivery of written notice (the “Co-Sale Election Notice”) to each other Member VSH within fifteen (each, a 15) calendar days after receipt by the Participant of notice (the “Co-Sale OffereeSeller's Notice”) at least thirty to the Participant stating (30i) days prior VSH's bona fide intention to making sell such Transfer describing shares of Company Stock, (ii) the general number of shares of Company Stock to be purchased pursuant to the Purchase Offer (the “Sale Shares”), and (iii) the price and terms and conditions of such Purchase Offer, including, without limitation, the number of shares of Company Stock proposed to be sold or transferred, the nature of such sale or transfer, and the consideration to be paid pursuant to the specified terms and conditions of the proposed Transfer, including the purchase price for the Purchase Offer. The Co-Sale Units, Election Notice shall set forth the maximum number of Plan Shares the Participant desires to sell (subject to the limitations set forth in Section 3(b) below) and such written election shall constitute an irrevocable commitment to sell such Plan Shares contingent only upon the closing of the proposed purchaser(s), sale on the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate terms communicated in the contemplated Transfer at Seller's Notice. To the same price and on extent one or more other Participants exercises such right of participation in accordance with the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include set in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect an agreement issued to such Transferother Participant(s) under the Plan, then such period the number of Plan Shares which the Participant may sell shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by correspondingly reduced (unless the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines purchaser is willing to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage additional shares of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soCompany Stock).

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15that Xxxxx Xxxxxx, the “Selling Member”) proposes to Transfer all M.D. or any portion transferee of its Units (for purposes of his in a transaction not subject to this Section 11.15, the “Co-Sale Units”) other than Article 3 pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice Section 3.1(d) (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty receives a bona fide offer from a third party or parties, other than the Company or any Permitted Transferee (30as defined below) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation PercentageOfferor”). Each , to acquire any of his equity in the Company (the “Take-Along Shares”) for a specified price payable in cash or otherwise and on specified terms and conditions (the “Co-Sale Offer”), and the Co-Sale Offeree may elect proposes to participate in sell or otherwise transfer any or all of the contemplated Transfer Take-Along Shares to the Co-Sale Offeror pursuant to the Co-Sale Offer, Investor shall have the right to sell to the Co-Sale Offeror, at the same price per share and on the same terms and conditions by delivering written notice as stated in the Co-Sale Offer, such number of shares equal to the Selling Member within fifteen Take-Along Shares multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock owned by Investor and the denominator of which shall be the sum of the number of shares of Common Stock (15assuming exercise or conversion of all Convertible Securities) owned by the Co-Sale Offeree plus the number of shares of Common Stock (assuming exercise or conversion of all Convertible Securities) owned by the Investor. Promptly upon receipt of a Co-Sale Offer, the Co-Sale Offeree will send a copy of the document outlining the terms of the proposed transfer to the Investor (with a copy to the Company), which shall include the name of the proposed transferee, the proposed purchase price per share, the terms of payment of such purchase price and all other matters relating to such sale (the “Proposal”). (b) If Investor wishes to participate in any sale pursuant to Section 3.1(a) it shall notify the Co-Sale Offeree in writing of such intention and the number of shares it wishes to sell pursuant to this Section 3.1(b) not later than twenty (20) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation PercentageProposal. If a the Co-Sale Offeree does not give receive such notice prior to the expiration of the fifteen from Investor within such twenty (15)-day period for giving such notice20) day period, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (providedOfferee shall, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions provision of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a3.1(b), then, at be free to consummate the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell proposed transaction without any obligation to include shares owned by Investor in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15such transaction. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on and Investor, after having provided timely notice, shall sell to the Co-Sale Offeror all of the shares proposed to be sold by them at not less than the price and upon other terms set forth and conditions, if any, not more favorable to the Co-Sale Offeror than those stated in the Co-Sale NoticeOffer. (d) its pro rata percentage of the total Units proposed The restrictions on transfer contained in this Section 3.1 shall not apply to be sold in the Transfer transfers by any Co-Sale Offeree (or, if less, the percentage of its Units that a) to such Co-Sale Offeree requested Offeree’s children or other member of such Co-Sale Offeree’s immediate family, or to Transfer a trust for the sole benefit of such persons, (b) to a limited liability company or family limited partnership controlled by such Co-Sale Offeree, (c) to such transfereeCo-Sale Offeree’s guardian or conservator, (d) on in the same price, terms and conditions as would be applicable in a direct sale event of such Units Co-Sale Offeree’s death, to such Co-Sale Offeree’s executor(s) or administrator(s), or (e) to Bellicum pursuant to the proposed transferee. The Selling Member will endeavor Plan and any related restricted stock agreement or stock option agreement; provided that such transferee agrees in writing to facilitate be bound by the purchase by any prospective transferee provisions of Units held by this Section 3 as a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Offeree. (e) The Co-Sale Offeree wishes rights set forth in this Article 3 (i) shall be transferable to include such interests any person or entity to which Investor transfers not less than 100,000 shares of Common Stock, as adjusted to reflect stock splits, stock dividends, recapitalizations similar divisions and combinations, and (ii) shall terminate on the Equity Termination Date as defined in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soStock Purchase Agreement.

Co-Sale Rights. (af) In Except in the event case of a Drag-Along Transaction, if VSH proposes to accept a bona fide offer from any Member Person(s), other than a Permitted Transferee, to purchase at least twenty percent (for purposes 20%) of this Section 11.15VSH's shares of Company Stock (a “Purchase Offer”), the “Selling Member”) proposes Participant shall have the right to Transfer all or any portion participate in VSH's sale of its Units (for purposes shares of this Section 11.15Company Stock, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member which shall deliver a be exercisable by delivery of written notice (the “Co-Sale Election Notice”) to each other Member VSH within fifteen (each, a 15) calendar days after receipt by the Participant of notice (the “Co-Sale OffereeSeller's Notice”) at least thirty to the Participant stating (30i) days prior VSH's bona fide intention to making sell such Transfer describing shares of Company Stock, (ii) the general number of shares of Company Stock to be purchased pursuant to the Purchase Offer (the “Sale Shares”), and (iii) the price and terms and conditions of such Purchase Offer, including, without limitation, the number of shares of Company Stock proposed to be sold or transferred, the nature of such sale or transfer, and the consideration to be paid pursuant to the specified terms and conditions of the proposed Transfer, including the purchase price for the Purchase Offer. The Co-Sale UnitsElection Notice shall set forth the maximum number of Plan Shares the Participant desires to sell (subject to the limitations set forth in Section 3(b) below) and such written election shall constitute an irrevocable commitment to sell such Plan Shares contingent only upon the closing of the proposed sale on the terms communicated in the Seller's Notice. To the extent one or more other Participants exercises such right of participation in accordance with the terms and conditions set in an agreement issued to such other Participant(s) under the Plan, the proposed purchaser(snumber of Plan Shares which the Participant may sell shall be correspondingly reduced (unless the purchaser is willing to purchase additional shares of Company Stock). (g) The Participant may elect to sell all or any part of that number of Plan Shares held by the Participant equal to the product obtained by multiplying (i) the aggregate number of Sale Shares by (ii) a fraction, the numerator of which is the number of Plan Shares (on a Fully Diluted Basis) owned by the Participant and the denominator of which is the total number of issued and outstanding shares of Company Stock (on a Fully Diluted Basis), in each case, as of the closing date for of the sale Seller's Notice. (h) The Participant, to the extent he or she is electing to sell Plan Shares pursuant to this Section 3, shall Transfer such Plan Shares pursuant to the terms and conditions specified in the Seller's Notice, and VSH shall promptly thereafter remit to the Participant that portion of the Selling Member’s Units sale proceeds to be Transferred (which such the “Co-Sale Participation Percentage”)Participant is entitled by reason of his or her participation in such sale. Each Co-Sale Offeree may elect To the extent that any prospective purchaser(s) prohibits the assignment by VSH to the Participant of a right to participate in the contemplated Transfer at proposed sale or otherwise refuses to purchase Plan Shares from the Participant (to the extent the Participant has exercised his or her rights of co-sale hereunder), VSH shall not sell to such prospective purchaser or purchasers any Sale Shares unless and until, simultaneously with such sale, VSH purchases such Plan Shares from the Participant for the same price consideration and on the same terms and conditions by delivering written notice as the proposed transfer described in the Seller's Notice. Notwithstanding the foregoing, if the prospective purchaser(s) is unwilling or unable to acquire all of the Selling Member within fifteen (15) days after delivery of Plan Shares that are identified in the Co-Sale NoticeElection Notices that have been timely given, which notice shall specify VSH may then elect either to (A) cancel the percentage proposed sale of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior Shares or (B) allocate to the expiration Participant the Participant's pro rata portion (based upon the aggregate purchase price of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those Plan Shares set forth in the Co-Sale Election Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred issued by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant Participant and similar co-sale election notices issued by other Participants) of the aggregate number of Sale Shares the prospective purchaser(s) is willing to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transferpurchase. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (ci) The Selling Member Participant shall not Transfer have to enter into any Conew employment agreement or any new non-Sale Units competition, non-solicitation or other restrictive covenant agreement (or, if applicable, enter into amended versions of such agreements) as a condition to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Noticeset forth in this Section 3. (j) its pro rata percentage of the total Units proposed to be sold The Participant's rights set forth in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units this Section 3 shall terminate immediately prior to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee closing of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soan Initial Public Offering.

Co-Sale Rights. (a) In the event If any Member Person listed on Schedule 3.4 attached hereto (for purposes of this Section 11.15, the “Selling MemberSchedule 3.4 Stockholder”) proposes to Transfer all or any portion of its Units Shares to any Third Party, such Schedule 3.4 Stockholder shall, at least forty-five (for purposes of this Section 11.15, the “Co-Sale Units”45) other than pursuant to a Permitted days before such Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (eachthe Corporation, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general Series A Investors and the Series C Investors specifying the identity of the Third Party and disclosing in reasonable detail the terms and conditions of the proposed Transfer, Transfer including whether the offer to purchase price such shares is irrevocable for a period of at least forty-five (45) days. The Schedule 3.4 Stockholder proposing to Transfer such Shares shall not consummate the CoTransfer until forty-five (45) days after the Sale UnitsNotice has been given to the Corporation, the proposed purchaser(s), the closing date for the sale Series A Investors and the portion Series C Investors, unless the Corporation and the holders of at least a majority of then outstanding (i) the Series C Preferred Shares, voting as a separate class and (ii) the Series A Preferred Shares, voting as a separate class, consent in writing to an earlier consummation of the Selling Member’s Units to be Transferred proposed Transfer. (b) Within forty-five (45) days after delivery of the “Co-Sale Participation Percentage”). Each Co-Sale Offeree Notice, each Series C Investor and Series A Investor may elect to participate in the contemplated proposed Transfer at by delivering to such Schedule 3.4 Stockholder a notice (the same price and “Tag-Along Notice”) specifying the number of Shares with respect to which such Series C Investor or Series A Investor exercises its, his or her right under this Section. (c) Any Shares requested to be included in any Tag-Along Notice shall be Transferred on the same terms and conditions as the Shares being Transferred by delivering written notice the Schedule 3.4 Stockholder who made the Sale Notice; provided, however, that in no event shall a Series C Investor or a Series A Investor be required to participate in the Selling Member within fifteen proposed Transfer if such Schedule 3.4 Stockholder does not so participate. (15d) days after delivery Each Series C Investor and Series A Investor shall be entitled to Transfer up to a number of Shares equal to his, her or its Pro Rata Amount of the Co-Sale Notice, which notice shall specify the percentage aggregate number of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those Shares set forth in the Co-Sale Notice at Notice. (e) Anything contained herein to the contrary notwithstanding, but subject to Section 3.2, the Schedule 3.4 Stockholders shall, in addition to complying with the provisions of this Section 3.4, comply with the provisions of Section 3.3, prior to Transferring any time within ninety Shares to a Third Party. (90f) days after expiration Anything contained herein to the contrary notwithstanding, if the Corporation or one or more Series C Investors or Series A Investors purchase all or a portion of such fifteen (15)-day period for giving notice (provided, the Shares that if any governmental or other third party approval is required with respect to such Transferthe subject of Section 3.3, then the Shares so purchased by either the Corporation or such period Series C Investors or Series A Investors shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer3.4. (bg) To If the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell Third Party specified in the transaction shall be reduced below the applicable Co-Sale Participation Percentage Notice is unwilling or unable to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage acquire all of the total Units proposed to be sold Shares that are identified in the Tag-Along Notices that have been timely given, the Third Party may then elect to either (i) cancel the proposed Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (cii) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating CoSeries C Investor or Series A Investor which or who has given a timely Tag-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage Along Notice all of the total Units proposed to be sold Shares identified in the Transfer (or, if less, the percentage of its Units that such CoTag-Sale Offeree requested to Transfer to such transferee) Along Notice on the same price, terms and conditions as would be applicable in a direct sale of such Units the Schedule 3.4 Stockholder is Transferring its Shares to the proposed transferee. The Selling Member will endeavor Third Party or (iii) allocate to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if Schedule 3.4 Stockholder and to each Series C Investor or Series A Investor which or who has given a timely Tag-Along Notice such Pro Rata Amount of the extent such Co-Sale Offeree wishes aggregate number of Shares that the Third Party is willing to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do sopurchase.

Co-Sale Rights. Except in the case of a sale pursuant to the IPA, (aA) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes If a Series A Preferred Holder wishes to Transfer sell all or any a portion of its Units (for purposes other than to a Permitted Transferee) or (B) to the extent that the right of this first refusal is not exercised by the Company or the Series A Preferred Holders as provided in Section 11.157.3 above, the each Series A Preferred Holders not exercising its rights under Section 7.3 (each such Series A Preferred Holder, a “Co-Sale UnitsRight Holder”) other than pursuant to a Permitted Transfershall have the right, the Selling Member shall deliver a exercisable upon written notice (the “Co-Sale Election Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) calendar days after receipt of the Seller’s Notice, to participate in such Selling Member’s sale of Sale Units pursuant to the specified terms and conditions of the Purchase Offer (provided that the price shall be the Relatively Equivalent Price (as defined below) if the Co-Sale Right Holder has elected to sell Units of a different series and/or class pursuant to Section 7.4(b)). The delivery of the Co-Sale Election Notice pursuant to this Section 7.4 shall set forth the maximum number, class and series of Units such Co-Sale Right Holder desires to sell (subject to the limitations set forth in Sections 7.4(a) and (b) below) and such written election shall constitute an irrevocable commitment to sell such Sale Units contingent only upon the closing of the proposed sale on the terms communicated in the Seller’s Notice. To the extent one or more of the Co-Sale Right Holders exercises such right of participation in accordance with the terms and conditions set forth below, the number of Sale Units which notice such Selling Member may sell shall specify be correspondingly reduced (unless the percentage purchaser is willing to purchase additional Units). The right of its participation of each of the Co-Sale Right Holders shall be subject to the following terms and conditions: (a) Each Co-Sale Right Holder may elect to sell all or any part of that number of Units held by such Co-Sale Right Holder equal to the product obtained by multiplying (i) the aggregate number of Sale Units by (ii) a fraction, the numerator of which is the number of Common Units (on an a Fully Diluted Basis) at the time owned by such Co-Sale Right Holder and the denominator of which is the number of Common Units (on a Fully Diluted Basis) owned by all the Series A Preferred Holders and the Selling Member (if the Selling Member is not a Series A Preferred Holder). (b) Any Co-Sale Holder desiring to participate in such sale of Sale Units must include shares of the same series and class as the Sale Units proposed to be transferred in the Seller’s Notice to the extent that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Holder holds Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage series and class of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee but if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transfereeHolder does not hold sufficient Units (or any Units) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if series and to the extent class, such Co-Sale Offeree wishes Holder may include in such Co-Sale Holder’s Co-Sale Election Notice first, Units of the same class but different series of Units as the Sale Units and second, Units of a different class and series, up to include the balance of the total number of Units permitted to be included by such interests Co-Sale Holder as provided in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soSection 7.4(a).

Co-Sale Rights. (a) In If, after the expiration of the forty (40) day period beginning on the Corporation’s deemed receipt of the Transfer Notice (the “Offer Period”), the Corporation and the Non-Selling Securityholders have not elected to purchase, in aggregate, all of the Securities subject to the Transfer Notice, then each of the Non-Selling Securityholders shall have a co-sale right (a “Co-Sale Right”) to sell, upon the terms and conditions contained in the applicable Transfer Notice and in accordance with the procedures set forth in this Section 3.4 (it being understood that, if more than one class or type of Securities is to be sold, the relative prices of such Securities shall be determined as provided in Section 3.4(d))), to the proposed Transferee up to that number of Securities of the same class or type proposed to be Transferred equal to its Co-Sale Pro Rata Share (as defined below); provided, however, that if the Selling Securityholder is Transferring Common Stock, each of the Non-Selling Securityholders may sell shares of Preferred Stock (the number of which shall be determined on an as-converted basis) to the proposed Transferee; provided further that notwithstanding the immediately preceding proviso, in the event that a Non-Selling Securityholder that wishes to exercise its Co-Sale Right holds Securities of the same class or type proposed to be Transferred by the Selling Securityholder, such Non-Selling Securityholder must sell such Securities to the proposed Transferee prior to selling Securities of any Member other class or type to the proposed Transferee. (for purposes b) Each Non-Selling Securityholder shall have fifteen (15) days from the expiration of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units Offer Period (for purposes of this Section 11.15, the “Co-Sale UnitsPeriod”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a exercise its Co-Sale Right as provided in this Section 3.4 by delivering written notice (the “Co-Sale Election Notice”) to each other Member (eachthe Selling Securityholder, with a “copy to the Corporation. The Co-Sale Offeree”) at least thirty Election Notice shall specify the number of Securities that such Non-Selling Securityholder elects to sell (30) days prior up to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for Co-Sale Pro Rata Share). A Non-Selling Securityholder’s failure to deliver a Co-Sale Election Notice with respect to such Securities within the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Period shall be deemed a waiver of the Selling Member’s Units to be Transferred (the “its Co-Sale Participation Percentage”). Each Right with respect to the proposed Transfer. (c) If a prospective Transferee refuses to purchase Securities from a Non-Selling Securityholder exercising its Co-Sale Offeree may elect Right hereunder, the Selling Securityholder shall not sell any Securities to participate in such prospective Transferee unless and until, simultaneously with such sale, the contemplated Transfer at Selling Securityholder shall purchase such Securities from the Non-Selling Securityholder for the same price consideration (or cash equal to the fair market value thereof as determined in good faith by a majority of the Board) and on the same terms and conditions by delivering written notice to as the proposed Transfer described in the Transfer Notice. (d) In the event that a Non-Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If Securityholder has delivered a Co-Sale Offeree does not give such notice prior Election Notice with respect to Securities that are of a class or type other than the class or type being sold by the Selling Securityholder to the expiration proposed Transferee, the price per share to be paid by the proposed Transferee for such Non-Selling Securityholder’s Securities shall be determined in good faith by a majority of the fifteen (15)-day period Board and shall be equal on a relative basis to the price per share being paid by the proposed Transferee for giving such notice, then the Selling Member may Transfer Securityholder’s Securities, taking into account the relative rights and privileges of the respective classes of Securities. (e) Each Non-Selling Securityholder’s “Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required Pro Rata Share” with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant any proposed Transfer is that number of Securities equal to the immediately preceding sentenceproduct obtained by multiplying (i) shall again be the aggregate number of shares of Common Stock (calculated on a Fully-Diluted Basis) subject to the provisions Transfer Notice by (ii) a fraction, (x) the numerator of this Section 11.15 prior to any subsequent Transfer. which is the number of shares of Common Stock (bcalculated on a Fully-Diluted Basis) To then held by such Non-Selling Securityholder and (y) the extent that one or more Co-Sale Offerees exercises its right denominator of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of which is the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units number of those participating Coshares of Common Stock then outstanding (calculated on a Fully-Sale Offerees pursuant to this Section 11.15Diluted Basis). (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event If any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant Holdings (the "Existing Member(s)") desires to transfer a Sale Interest to a Permitted TransferThird Party (the "Third Party Sale"), the Selling such Existing Member shall deliver a first give written notice (the “Co-a "Third Party Sale Notice”") to each other Member (eachHoldings, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed TransferHoldings may elect, including the purchase price for the Co-Sale Unitsin its sole discretion, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in such sale and sell a proportionate share (determined with respect to the contemplated Transfer at ratio of the Sale Interest to the Voting Interest or Economic Interest, as the case may be, owned by the Existing Member) of its Voting Interest or Economic Interest, as the case may be, then owned by Holdings to the same price and Third Party on the same terms and conditions as the Existing Member (the "Co-Sale Right"). Such Third Party Sale Notice shall set forth: (i) the amount of Sale Interest proposed to be transferred; (ii) the name and address of the Third Party; (iii) the proposed amount of consideration and terms and conditions of payment offered by delivering written notice to the Selling Member within fifteen Third Party; and (15iv) days after delivery that the Third Party has been informed of the Co-Sale NoticeRight provided for in this Section 10.4. Holdings shall notify the Existing Member within thirty (30) days of receipt of the notice of the Third Party Sale, which notice whether Holdings shall specify the percentage of exercise its Units that such Co-Sale Offeree desires to include in such proposed TransferRight, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree and if Holdings does not give such notice prior to the expiration of the fifteen (15)-day period for giving in a timely manner, such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required right shall expire with respect to such Transfer, then such period shall be extended until instance. Upon the consummation of a reasonable time after such approvals are obtained). Any sale by Holdings pursuant to its exercise of its Co-Sale Units not Transferred by Right in connection with a Third Party Sale, Holdings shall make available for transfer the Selling Member during certificate representing the respective Voting Interest or Economic Interest being transferred, as the case may be, and shall be entitled to receive its pro rata share of the proceeds of such ninety (90)-day period (as Third Party Sale simultaneously with such period transfer. The Co-Sale Right may be extended pursuant to the immediately preceding sentence) shall again exercised any number of times but may not be subject to the provisions of this Section 11.15 prior to transferred by Holdings under any subsequent Transfer. (b) circumstances. To the extent that one the Third Party refuses to purchase the Voting Interest or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the TransferEconomic Interest, or any part thereof, from Holdings, the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Existing Member shall not Transfer any Co-be permitted to transfer the Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer Interest to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soThird Party.

Co-Sale Rights. (a) In the event that the Transferor is any Member (for purposes of this Section 11.15the Existing Shareholders and to the extent the Investors do not exercise their respective rights of first refusal pursuant to Clause 4.2 as to all of the Offered Shares proposed to be sold by such Transferor to the third party transferee identified in the Transfer Notice, the “Selling Member”) proposes Transferor shall give notice thereof to Transfer all or each Investor not exercising any portion right of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than first refusal pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice Clause 4.2 (the “Co-Sale Notice”) (specifying in such Co-Sale Notice the number of remaining Offered Shares as well as the number of Equity Securities that such Investor may participate with), and each such Investor shall have the right to participate in such sale, to the third party transferee identified in the Transfer Notice, of the remaining Offered Shares not purchased pursuant to Clause 4.2, on the same terms and conditions as specified in the Transfer Notice (but in no event less favorable to the Transferor) by notifying the Transferor in writing within ten (10) days following the date of the Co-Sale Notice (each other Member (eachsuch electing Investor, a “Co-Sale OffereeHolder”) at least thirty (30) days prior ). Such Co-Sale Holder’s notice to making such Transfer describing the general terms and conditions Transferor shall indicate the number of the proposed Transfer, including the purchase price for Equity Securities the Co-Sale UnitsHolder wishes to sell under its right to participate. To the extent one or more Investors exercise such right of participation in accordance with the terms and conditions set forth below, the proposed purchaser(s), number of Offered Shares that the closing date for Transferor may sell in the sale and Transfer to the portion third-party transferee identified in the Transfer Notice shall be correspondingly reduced. (b) The total number of the Selling Member’s Units to be Transferred (the “Equity Securities that each Co-Sale Participation Percentage”). Holder may elect to sell shall be equal to the product of (i) the aggregate number of the remaining Offered Shares being transferred to the third party transferee identified in the Transfer Notice after giving effect to the exercise of all rights of first refusal pursuant to Clause 4.2 hereof, multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (with respect to the Purchased Shares only) owned by such Co-Sale Holder on the date of the Transfer Notice and the denominator of which is the total number of Ordinary Shares owned by the Transferor and all Co- Sale Holders entitled to exercise their co-sale right hereunder. (c) Each Co-Sale Offeree may elect to participate Holder shall effect its participation in the contemplated sale by promptly delivering to the Transferor for transfer to the prospective purchaser, before the applicable closing, one or more certificates, properly endorsed for transfer, which represent the type and number of Equity Securities which such Co-Sale Holder elects to sell. (d) The share certificate or certificates that a Co-Sale Holder delivers to the Transferor pursuant to this Clause 4.3 shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer at Notice, and the Transferor shall concurrently therewith remit to such Co-Sale Holder that portion of the sale proceeds to which such Co-Sale Holder is entitled by reason of its participation in such sale. The Company will update its register of members upon the consummation of any such Transfer. (e) To the extent that any prospective purchaser prohibits the participation by a Co- Sale Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase Shares or other securities from a Co-Sale Holder exercising its co-sale rights hereunder, the Transferor shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Co-Sale Holder such Shares or other securities that such Co-Sale Holder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale rights for the same price consideration and on the same terms and conditions by delivering written notice to as the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth transfer described in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferTransfer Notice. (bf) To Subject to the extent that one or more Co-Sale Offerees exercises its requirements of Applicable Laws, the right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and under Clause 4.3 shall not apply to the extent such Co-Sale Offeree wishes Transfer of any Ordinary Shares of the Company now or hereafter held by the Transferor to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soa Permitted Transferee.

Co-Sale Rights. (a) In Brothers Capital hereby grants to each of the event Investors, and each of the Investors hereby grants to Brothers Capital, a right of co-sale (the "Co-Sale Right") with respect to sales during the Restricted Period by such granting Shareholder (a "Proposed Transferor") of Shares now owned or hereafter acquired by it. During the Restricted Period, if any Member Proposed Transferor proposes to Transfer any Shares now owned or hereafter acquired by it to any Proposed Transferee in any transaction after complying with Section 3.2, to the extent the Offeree Shareholders do not exercise their Rights of First Refusal as to all of the Shares offered pursuant to Section 3.2, each Shareholder entitled to the Co-Sale Right (a "Co-Seller") shall have the right to sell to the Proposed Transferee, at the same price per Share and upon the same terms and conditions as the Transfer by the Proposed Transferor, up to the number of whole Shares that is equal to the number derived by multiplying (i) the aggregate number of Shares (on an as-converted basis) to be acquired by the Proposed Transferee in the Transfer by (ii) a fraction, the numerator of which is the aggregate number of Shares (on an as-converted basis) held by such Co-Seller, and the denominator of which is the aggregate number of Shares (on an as-converted basis) held by the Proposed Transferor plus the aggregate number of Shares (on an as-converted basis) held by all Co-Sellers. The Proposed Transferor shall notify all Co-Sellers in writing of each such proposed Transfer promptly following the expiration of the last offering period provided in Section 3.2(c). Such notice (the "Transfer Notice") shall set forth: (w) the description and number of Shares proposed to be transferred, (x) the name and address of each Proposed Transferee, (y) the proposed amount of consideration and terms and conditions offered by each Proposed Transferee, and (z) that the Proposed Transferee has been informed of the Co-Sale Right provided for purposes in this Section 3.3 and has agreed to purchase the Shares in accordance with the terms hereof. Each Shareholder of then currently convertible, exchangeable or exercisable rights to acquire Shares shall be given an opportunity to exercise such rights prior to the consummation of any proposed Transfer subject to the terms of this Section 11.15, the “Selling Member”3.3 and participate in such Transfer as a Shareholder. (b) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “The Co-Sale Units”) other than pursuant to Right may be exercised by a Permitted Transfer, the Selling Member shall deliver Co-Seller by delivery of a written notice to the Proposed Transferor (the “"Co-Sale Notice”") to each other Member within 15 days following its receipt of the Transfer Notice (each, a “the "Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Period"). The Co-Sale Units, Notice shall state the proposed purchaser(s), the closing date for the sale number and the portion description of the Selling Member’s Units to be Transferred (the “Shares that such Co-Sale Participation Percentage”)Seller proposes to include in such Transfer to the Proposed Transferee determined as aforesaid. Each If the Proposed Transferee does not purchase Shares from such Co-Sale Offeree may elect to participate in the contemplated Transfer Seller at the same price and on the same terms and conditions by delivering written notice as purchases from the Proposed Transferor, then the Proposed Transferor shall not be permitted to Transfer any Shares to the Selling Member within fifteen Proposed Transferee in the proposed Transfer unless and until, simultaneously with such Transfer, the Proposed Transferor shall purchase from such Co-Seller such Shares that such Co-Seller would otherwise be entitled to sell to the Proposed Transferee pursuant to its Co-Sale Rights for the same consideration and on the same terms and conditions as the Transfer described in the Transfer Notice. (15c) days after delivery At the expiration of the Co-Sale NoticePeriod, which notice the Proposed Transferor shall specify have the percentage right to transfer to the Proposed Transferee(s) the number of its Units that such Co-Sale Offeree desires Shares proposed to include in such proposed Transferbe transferred, provided that such percentage shall not exceed less the number of Shares to be sold by the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior Seller(s) pursuant to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person sale Notice(s), on terms and conditions that are no more favorable to the Selling Member Proposed Transferor than those set forth stated in the CoTransfer Notice specified in Section 3.3(a). If such Transfer is not consummated within the 90-Sale Notice at day period provided in Section 3.2(d), any time within ninety (90) days Shares that continue to be held by the Proposed Transferor after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer3.3. (bd) To the extent that one The share certificate or more Co-Sale Offerees exercises its right certificates and instruments of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage transfer of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction Seller shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal transferred to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage Proposed Transferee in consummation of the total Units proposed to be sold in sale of the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees Shares pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold and conditions specified in the Transfer (orNotice and the agreement for the Transfer of the Shares, if less, and the percentage of its Units that Proposed Transferee shall concurrently therewith remit to each such Co-Sale Offeree requested Seller that portion of the sale proceeds to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include Seller is entitled by reason of its participation in such interests in the Transfer, but neither the Selling Member nor any other Person sale. The Company shall be liable if obliged to register the prospective transferee declines to do sotransfer upon delivery by the Proposed Transferee of the relevant share certificate or certificates and instruments of transfer.

Co-Sale Rights. (a) In the event If at any Member (for purposes of this Section 11.15, the “Selling Member”) time ALRe proposes to Transfer all or any portion of its Units to a Third Party (for purposes of this Section 11.15, the “Co-Sale UnitsCo‑Sale Offeree”) other than pursuant to a Permitted Transferany Shares of an ACRA Investment Entity owned by ALRe that, together with all of the Selling Member shall Shares of such ACRA Investment Entity previously Transferred by ALRe, represent in excess of ten percent (10%) of ALRe’s equity interest in such ACRA Investment Entity, ALRe shall, at least fifteen (15) business days before such Transfer deliver a written notice (the “Co-Sale Co‑Sale Notice”) to each other Member the applicable ACRA Investment Entity and the Class A Shareholders of the applicable ACRA Investment Entity setting forth the material terms in connection with such proposed Transfer, including (eachi) the number of Shares to which the Co‑Sale Notice relates and the name and address of the Co‑Sale Offeree, a “Co-Sale Offeree”(ii) at least thirty (30) days prior to making such Transfer describing the general proposed amount and type of consideration and the terms and conditions of payment offered by the proposed TransferCo‑Sale Offeree, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion (iii) a description of the Selling Member’s Units to be Transferred anticipated required indemnities by ALRe (and any Class A Shareholder of the “Co-Sale Participation Percentage”). Each Co-Sale Offeree applicable ACRA Investment Entity that may elect to participate in the contemplated proposed Transfer at pursuant to this Section 3.3) and the same price Co-Sale Offeree and on (iv) an indication that the same Co‑Sale Offeree has been informed of the co-sale rights provided for in this Section 3.3 and has agreed to purchase Shares in accordance with the terms and conditions hereof. For the avoidance of doubt, the granting of a pledge or security interest in any Shares owned by delivering written notice ALRe shall not be subject to the Selling Member within this Section 3.3. (b) Within fifteen (15) business days after delivery of the CoCo‑Sale Notice by ALRe, each Class A Shareholder of the applicable ACRA Investment Entity may elect to participate in the proposed Transfer by delivering to such Co‑Sale Offeree a notice (the “Tag-Sale Along Notice”) specifying the number of Class A Common Shares up to his, her or its Pro Rata Amount of such Common Shares, with respect to which such Class A Shareholder intends to exercise his, her or its rights under this Section 3.3. If none of the Class A Shareholders of the applicable ACRA Investment Entity give ALRe a timely Tag-Along Notice with respect to the sale proposed in the Co‑Sale Notice, which notice shall specify ALRe may thereafter sell the percentage of its Units that such Co-Sale Offeree desires to include Shares specified in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person Co‑Sale Notice on terms and conditions that are no more favorable to favorable, in all material respects, in the Selling Member aggregate, than those the terms and conditions set forth in the CoCo‑Sale Notice. If one or more of the Class A Shareholders of the applicable ACRA Investment Entity give ALRe a timely Tag-Sale Along Notice, then ALRe shall use commercially reasonable efforts to cause the Co‑Sale Offeree(s) to agree to acquire all Shares identified in all Tag-Along Notices that are timely given to ALRe, at an aggregate price equal to the Pecuniary Value of such Shares and upon other terms and conditions no less favorable, in all material respects, in the aggregate, than such other terms and conditions set forth in the Co‑Sale Notice. If the Co‑Sale Offeree(s) are unwilling or unable to acquire all Shares proposed to be included in such sale upon such terms, then ALRe may elect either to cancel such proposed sale or to allocate the maximum number of Shares that the Co‑Sale Offeree is willing to purchase among ALRe and the Class A Shareholders of the applicable ACRA Investment Entity giving timely Tag-Along Notices in proportion to each such Shareholder’s Pro Rata Amount in relation to the Pro Rata Amount of ALRe and all participating Class A Shareholders of the applicable ACRA Investment Entity; provided, that, in such circumstances, the amount of Shares set forth in each such Class A Shareholder’s Tag-Along Notices (and which shall be allocated to the prospective purchase as set forth above) shall be allocated proportionately between the Class A Common Shares of such Class A Shareholders to the extent possible. (c) ALRe shall not Transfer any Shares to the Co‑Sale Offeree unless such Transfer complies with this Section 3.3 and is otherwise Transferred in accordance with this Agreement. (d) In the event that the Transfer between ALRe and the Co‑Sale Offeree is not completed by the later of: (i) one hundred twenty (120) days following the delivery of the Co‑Sale Notice at any time within ninety or, if required for such Transfer, one hundred twenty (90120) days after expiration the respective regulatory approval or regulatory clearance has been obtained or the respective regulatory waiting period has expired; and (ii) thirty (30) days following the satisfaction or waiver by the parties thereto of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect A) all of the conditions set forth in the definitive documentation related to such TransferTransfer (if applicable) and (B) if clause (A) does not apply, then such period all of the conditions identified in the Co‑Sale Notice, ALRe shall be extended until serve a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant new Co‑Sale Notice to the immediately preceding sentenceapplicable ACRA Investment Entity and the applicable Class A Shareholders under Section 3.3(a) and permit the applicable Class A Shareholders to deliver a new Tag-Along Notice under Section 3.3(b) before completing the Transfer. (e) Notwithstanding the foregoing, ALRe shall again not be subject required to comply with the provisions of this Section 11.15 prior 3.3 with respect to any subsequent Transfer. (b) To Shareholder or any limited partner of any Shareholder, Co-Investor or Feeder Fund who is a Co‑Sale Offeree to the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a)such compliance (i.e., then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees such Transfer pursuant to this Section 11.153.3) would require registration of such Transferred Shares, or subject any ACRA Investment Entity to ongoing reporting obligations, under the securities laws of any jurisdiction where any ACRA Investment Entity or ALRe would not otherwise be required to do so but for this Section 3.3, or would otherwise (i) subject any ACRA Investment Entity or ALRe to general taxation in a jurisdiction in which such ACRA Investment Entity or ALRe were not previously subject to taxation, (ii) cause ACRA (or any other relevant ACRA Investment Entity) to fail to qualify for the benefits of the Treaty or (iii) require any ACRA Investment Entity or ALRe to consent to general service of process in any jurisdiction where they are not currently subject to any such requirement. (cf) The Selling Member For purposes of this Section 3.3, “Third Party” shall not Transfer be deemed to include (i) any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale OffereesPerson which has directly or indirectly invested in, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) or otherwise has ownership interests in, an investment fund managed or advised by Apollo Management Holdings, L.P. or its pro rata percentage of the total Units proposed to be sold in the Transfer (orAffiliates, if lessthe applicable Transfer is from such investment fund to such Person; or (ii) any directors, officers, employees or Affiliates of Apollo, Athene, the percentage ACRA Investment Entities or any of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do sotheir respective Subsidiaries.

Co-Sale Rights. (a) In Prior to any proposed sale of any shares of Common Stock (or securities convertible, exchangeable or exercisable into Common Stock) (a “Transfer”) by DARR Westwood LLC, a Delaware limited liability company (the event “Controlling Stockholder”), or any Member (for purposes of this Section 11.15its Affiliates, including Xxxxxx X. Xxxxx, the Controlling Stockholder shall give notice (the “Selling MemberTransfer Notice”) proposes to Transfer all the Company and the Investor in accordance with Section 14 hereof, setting forth (i) the number and class of equity securities proposed to be Transferred by the Controlling Stockholder or any portion of its Units such Affiliate (for purposes of this Section 11.15, the “Co-Sale UnitsOffered Securities”), (ii) other than pursuant to the anticipated date of the proposed Transfer and the names and addresses of the proposed transferees (each a Permitted “Prospective Transferee”), and (iii) the material terms of the proposed Transfer, including the Selling Member shall deliver cash and/or other consideration to be received in respect of such proposed Transfer. (b) Upon receipt of a Transfer Notice, Investor may elect to participate in the proposed Transfer by delivering written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member Controlling Stockholder within fifteen (15) 20 days after delivery of such Transfer Notice. The Co-Sale Notice shall state the number of shares of Common Stock (or securities convertible, exchangeable or exercisable into Common Stock) that the Investor proposes to include in the proposed sale. If Investor delivers a Co-Sale Notice, which notice it shall specify the percentage be obligated to sell that number of its Units that such Co-Sale Offeree desires to include in such proposed Transfershares of Common Stock (or securities convertible, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth exchangeable or exercisable into Common Stock) specified in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained)upon the same terms as specified in the Transfer Notice. Any If no Co-Sale Units not Transferred by Notice is received during the Selling Member during such ninety 20-day period referred to above, the Controlling Stockholder or the Controlling Stockholder’s Affiliate, as the case may be, shall have the right to effect the proposed sale of shares of Common Stock (90)-day period (as such period may be extended pursuant or securities convertible, exchangeable or exercisable into Common Stock) on terms and conditions no more favorable to the immediately preceding sentence) shall again Controlling Stockholder or such Affiliate than those stated in the Transfer Notice. The Investor and Controlling Stockholder or the Controlling Stockholder’s Affiliate, as the case may be, will be subject entitled to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction proposed Transfer their respective pro rata share of the shares of Common Stock (or securities convertible, exchangeable or exercisable into Common Stock) the Prospective Transferee elects to purchase from the Investor and the Controlling Stockholder or such Affiliate, based on the aggregate number of shares of Common Stock held by all of them (assuming for this purpose the conversion, exchange or exercise of all securities held by them that are convertible, exchangeable or exercisable into shares of Common Stock). The Controlling Stockholder or its Affiliate, as applicable, shall be reduced below use its reasonable best efforts to obtain the applicable Co-Sale Participation Percentage to a percentage equal agreement of the Prospective Transferee(s) to the Selling Member’s or participation of Investor in any proposed Transfer and shall not Transfer any shares of Common Stock to such Prospective Transferee(s) unless such Prospective Transferee(s) allows the participating Co-Sale Offeree’s (as applicable) pro rata percentage participation of the total Units proposed to be sold in Investor on the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15terms specified herein. (c) The Selling Member Notwithstanding anything to the contrary contained herein, this Section 11 shall not Transfer any Co-Sale Units apply to any prospective transferee Transfers (i) that may be deemed to have occurred by virtue of any “cashless exercise” provision or similar conversion, exchange or exercise provision of any securities held by the Controlling Stockholder or its Affiliates that are convertible, exchangeable or exercisable into shares of Common Stock; or (ii) to any Permitted Transferee so long as such Permitted Transferee agrees in writing to the restrictions and obligations of this Section 11 as if it were the Controlling Stockholder. (d) In the event Controlling Stockholder or its Affiliates desires to sell, divest, hypothecate or otherwise transfer any entity considered to be an Affiliate of the Controlling Stockholder or such prospective transferee declines Affiliate, that holds shares of Common Stock or securities convertible, exchangeable or exercisable into shares of Common Stock (an “Affiliate Sale”), the Controlling Stockholder shall, as a condition of such Affiliate Sale, require that the acquirer in such Affiliate Sale agree to purchase Units from participating Cothe restrictions and obligations of this Section 11 as if it were the Controlling Stockholder. (e) The co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms sale rights and obligations set forth in this Section 9 shall terminate at such time that (i) the Co-Sale NoticeCompany Liabilities (as defined in the Loan Agreement) its pro rata percentage have been irrevocably paid in full and discharged; and (ii) the Investor holds less than two percent of the total Units proposed to be sold in of the Transfer (or, if less, outstanding Equity Securities of the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soCompany.

Co-Sale Rights. (a) In If (i) the event any Offered Interests are not Class D Common Units and the Offeror is not a Class D Member and (for purposes ii) the Network and the Non-Class D Members do not provide notice of this Section 11.15their intent to purchase all of the Offered Interests within the Network Acceptance Period, then the “Selling Member”) proposes to Transfer all or any portion Offeror shall notify the other Non-Class D Members in writing of its Units (for purposes of this Section 11.15, intention to consummate the “Cothird-Sale Units”) other than pursuant to a Permitted Transfer, party sale specified in the Selling Member shall deliver a written notice Offer Notice (the “Co-Sale Notice”) to each other Member (each, a “). The Co-Sale Offeree”) at least thirty Notice shall be delivered within ten (3010) days prior to making such Transfer describing the general terms and conditions of the proposed Transferexpiration of the Network Acceptance Period. (b) Subject to subsection (c) below, including the purchase price for other Non-Class D Members receiving the Co-Sale UnitsNotice shall have the option, exercisable by written notice to the proposed purchaser(s), the closing date for the sale and the portion Offeror prior to twenty (20) days after its receipt of the Selling Member’s Units Co-Sale Notice to be Transferred require the Offeror to arrange for such purchaser or purchasers to purchase the same percentage (the “Co-Sale Participation Percentage”) of Equity Interests then owned by such other Non-Class D Members as the ratio of (i) the total number of Offered Interests which are to be Transferred by the Offeror pursuant to the proposed Transfer to (ii) the total number of Equity Interests owned by the Offeror immediately prior to such Transfer, or any lesser amount of Equity Interests as such other Non-Class D Members shall desire (the “Co-Sale Rights”). Each Any such purchase shall be made at the same time, and upon the same terms and conditions, as the Transfer by the Offeror of its Equity Interests; provided, however, that none of such other Non-Class D Members shall be required to agree to indemnity or contribution provisions in excess of such other Non-Class D Member’s proceeds from such Transfer. (c) If the other Non-Class D Members shall so elect, the Offeror agrees that it shall either (i) arrange for the proposed purchaser or purchasers to purchase all or a portion (as such other Non-Class D Members shall specify) of the same Co-Sale Offeree may Percentage of the Equity Interests then owned by such other Non-Class D Members at the same time as and upon the same terms and conditions at which the Offeror sells its Equity Interests, provided, however, that if such purchaser or purchasers shall elect to purchase only such aggregate number of Equity Interests as originally agreed with the Offeror (or a greater number of Equity Interests that is still less than the sum of the Offered Interests and the number of Equity Interests elected to be sold pursuant to the Co-Sale Rights of the other Non-Class D Members), then the number of Equity Interests to be Transferred by the Offeror and the other Non-Class D Members electing to participate in the proposed Transfer shall be reduced pro rata to such aggregate number or (ii) not effect the proposed Transfer to such purchaser or purchasers. (d) Notwithstanding anything to the contrary contained in this Section 11.4, (i) if the Offered Units are Class D Common Units and the Offeror is a Class D Member or (ii) if the Non-Class D Members do not elect to participate in the contemplated sale of the Offered Units pursuant to Section 11.4(a)-(c), the Offeror may, subject to the other provisions of this Agreement, Transfer at the same price Offered Interests to the third-party identified in, and otherwise on the same terms and conditions by delivering written notice to set forth in, the Selling Member within fifteen (15) days after delivery of Offeror Notice or the Co-Sale Notice, which notice shall specify the percentage of its Units as applicable; provided, however, that such Co-Sale Offeree desires sale is consummated within the period specified in Section 11.3(e) hereof. (e) As long as there has not been a Comcast Trigger Event, upon the delivery by Comcast of a Termination Notice (as defined in the Radio One Change of Control Agreement) to include in such proposed TransferRadio One and the Network pursuant to Section 2.2(b) of the Radio One Change of Control Agreement, provided that such percentage Radio One’s Equity Interests shall not exceed remain subject to the Co-Sale Participation Percentage. If a Right limitations set forth in this Section 11.4 (which, for the avoidance of doubt, do not apply to Permitted Transfers) and Radio One’s right to receive Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Notices and exercise its Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required Right with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms Equity Interests of other Members shall terminate and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do sohave no force or effect.

Co-Sale Rights. (a) In the event any Member Subject to Section 2.2(b)(ii), if an FP Entity (for purposes of this Section 11.15, the “Selling MemberOfferee”) proposes receives an offer (whether solicited or unsolicited) to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted TransferTransfer or as otherwise provided in this Agreement) any shares of Company Stock held by the Offeree to any Third Party (the “Offeror”), the Selling Member shall deliver Offeree shall, at least thirty (30) days before such Transfer: (i) Deliver a written notice (the “Co-Sale Notice”) to each all other Member Stockholders holding shares of the class or series of Company Stock that is the subject of the offer (eachcollectively, a the “Other Stockholders”) that offers the Other Stockholders the option to participate in such proposed transfer. Such Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing Notice shall specify in reasonable detail the general identity of the prospective Offeror and the terms and conditions of the proposed Transfer, including and shall indicate that the Offeror has been informed of the co-sale rights provided for in this Section 2.4 and has agreed to purchase price for shares of Company Stock in accordance with the terms hereof. In the case of any Stockholder holding an option or other right (whether vested or unvested) to acquire Company Stock, the Co-Sale UnitsNotice shall include notice of the effect, if any, the proposed purchaser(s)purchase by the Offeror would have on the vesting of the Stockholder’s rights, so that the closing date for Stockholder will have a reasonable opportunity to acquire any applicable Company Stock and participate in the sale and to the portion Offeror pursuant to this Section 2.4. (ii) The Offeree shall not Transfer any shares of Company Stock to the Offeror unless the Other Stockholders (as a whole) are permitted to Transfer their respective pro rata amount (based on their respective Percentage Ownerships) of the Selling Member’s Units aggregate number of Shares of the class or series of shares to be Transferred which the Offer relates (the “Co-Sale Participation PercentageAllotment”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen . (15b) Within thirty (30) days after delivery of the Co-Sale Notice, which each Other Stockholder may elect to participate in the proposed Transfer by delivering to such Offeree a notice shall specify (the percentage “Tag-Along Notice”) specifying the number of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed shares within the Co-Sale Participation PercentageAllotment (up to his, her or its pro rata amount of each relevant class or series of Company Stock (based on their respective Percentage Ownerships)) with respect to which an Other Stockholder shall exercise his, her or its rights under this Section 2.4. If a Co-Sale Offeree does not give such notice prior For purposes of this Section 2.4, each Other Stockholder may aggregate his, her or its pro rata amount of the relevant class or series of Company Stock (as used in this Section 2.4) among other Stockholders in his, her or its Group to the expiration extent that such Other Stockholders in his, her or its Group do not elect to sell their respective pro rata amounts (as used in this Section 2.4). In the event all of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer Shares within the Co-Sale Units Allotment are not elected to be sold by the Other Stockholders, the process set forth in this paragraph shall be repeated successively among the Other Stockholders until the Other Stockholders are not interested in selling any Person additional shares of Company Stock. In the event. any portion of the Co-Sale Allotment remains outstanding after this successive offering process, the Offeree shall in addition have the right to sell the Offeror the number of such Offeree’s additional shares of Company Stock equal to such outstanding amount. (c) Any shares of Company Stock properly requested to be included in any Co-Sale Notice shall be Transferred to the Offeror at the price and on terms and conditions that are no more less favorable to than the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended terms pursuant to which the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage shares of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15Company Stock are Transferred. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. As long as Gaz et Eaux shall continue to hold 5% of -------------- the outstanding voting rights of the Company, on an as-converted basis each of the undersigned (aincluding Gaz et Eaux) hereby agrees to the following terms: (A) In the event any Member one or more of the undersigned, including Gaz et Eaux (for purposes each an "Insider"), propose to sell, assign, transfer or otherwise convey shares representing fifty percent (50%) or more of this Section 11.15, the “Selling Member”) proposes to Transfer all aggregate voting rights exercisable at a general meeting of shareholders of the Company or any portion 50% or more of its Units (for purposes the share capital of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice Company (the “Co-"Insider Shares"), in a single transaction or a series of related transactions (collectively, a "Sale"), and such 50% or more being determined after the other stockholders of the Company have exercised their respective rights of first refusal in accordance with the provisions of the Company's Articles of Association, then the Insiders proposing such a Sale (each a "Selling Insider") shall offer in writing (the "Notice”") to the remaining Insiders (each other Member (each, a “Co"Non-Sale Offeree”Selling Insider") at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect right to participate in the contemplated Transfer at the same price and such Sale on the same terms and conditions by delivering available to such Selling Insiders. The Notice shall describe in reasonable detail the proposed Sale, including, without limitation, the number of Insider Shares to be sold or transferred, the nature of such Sale, the consideration to be paid and the name and address of each prospective purchaser or transferee. (B) Upon written notice to the Selling Member Insiders within fifteen (15) business days of receipt by Non-Selling Insiders of the Notice, each Non-Selling Insider may elect to sell up to all the shares then held by it. To the extent a Non-Selling Insider exercises such right of co-sale, the number of Insider Shares that the Selling Insiders may sell in the Sale may be correspondingly reduced. (C) If a Non-Selling Insider elects to exercise its co-sale rights, such Non-Selling Insider shall effect its participation in the Sale by promptly delivering to the Selling Insiders one or more certificates, properly endorsed for transfer, which represent the number of Insider Shares which such Non- Selling Insider elects and has the right to sell. The stock certificate or certificates delivered to the Selling Insiders pursuant to this paragraph (C) shall be transferred to the prospective purchaser or transferee upon consummation of the Sale pursuant to the teens and conditions specified in the Notice, and the Selling Insiders shall, concurrently therewith, remit to each Non-Selling Insider that portion of the Sale proceeds to which such Non-Selling Insider is entitled by reason of its participation in such Sale. To the extent that any prospective purchaser or transferee prohibits such assignment or otherwise refuses to purchase stock or other securities from a Non-Selling Insider exercising its right of co-sale hereunder, the Selling Insiders shall not sell any Insider Shares to such prospective purchaser or transferee unless and until, simultaneously with such Sale, the Selling Insiders purchase such stock or other securities from such Non-Selling Insider. (D) The exercise or non-exercise of the co-sale right of a Non-Selling Insider hereunder to participate in any Sale of Insider Shares by the Selling Insiders shall not adversely affect its right to participate in any subsequent Sale pursuant to this letter agreement. If a Non- Selling Insider does not elect to participate in the Sale subject to the Notice, the Selling Insiders may, not later than sixty (60) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior Notice to the expiration Non-Selling Insiders, conclude a transfer of the fifteen (15)-day period for giving such notice, then Insider Shares covered by the Selling Member may Transfer the Co-Sale Units to any Person Notice on terms and conditions that are no not more favorable favourable to the Selling Member Insiders than those set forth described in the Co-Notice. Any proposed Sale on terms and conditions more favourable than those described in the Notice at any time within ninety or more than sixty (9060) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) delivery thereof shall again be subject to the co-sale rights of the Non-Selling Insiders contained in this letter agreement. (E) Notwithstanding the above, such co-sale rights shall not apply to a Sale or other conveyance of Insider Shares by the Selling Insiders which is: (i) to a Selling Insider's spouse, parents, or children or other members of the Selling Insider's family (including relatives by marriage), or to a custodian, trustee or other fiduciary for the account of the Selling Insider or members of his or her family in connection with a bona ---- fide estate planing transaction; ---- (ii) by way of bequest or inheritance upon death; (iii) to a subsidiary, parent or subsidiary of a parent of a Selling Insider; (iv) to one or more of the Insiders; (v) by way of any pledge of Insider Shares made by the Selling Insider pursuant to a bona fide loan transaction that creates a mere --------- security interest; provided, however, that any transferees pursuant to this paragraph (E) ----------------- shall receive and hold such Insider Shares subject in all respects to the provisions of this Section 11.15 prior to any subsequent Transferletter agreement, and that there shall be no further transfer of such shares except in accordance herewith. (bF) To In the extent that one event a Selling Insider sells or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell transfers any Insider Shares in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage contravention of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to rights of Non-Selling Insiders under this Section 11.15 if and to the extent letter agreement, such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person sale or transfer shall be liable if null and void and each of the prospective transferee declines to do soInsiders agrees that the Company will not transfer on its books any certificate representing shares sold or transferred in violation of this letter agreement.

Co-Sale Rights. (a) In Except pursuant to, or following the event consummation of, an IPO, if at any Member (for purposes of this Section 11.15, the “Selling Member”) time SHUSA proposes to Transfer all or sell Shares constituting more than 2.5% of the total number of outstanding Shares (on a fully diluted basis based on the treasury stock method) to any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) Person other than pursuant to a Permitted TransferTransferee, at least 15 days prior to the Selling Member proposed closing of such sale, SHUSA shall deliver a written notice (the “Co-Sale Notice”) to each Acquirer offering each Acquirer the option to participate in such proposed sale on the same terms as SHUSA; provided, however, that if SHUSA delivers a Bring-Along Notice to the other Member Shareholders with respect to such sale, then the provisions of Section 2.4 shall be applicable and such Shareholders shall not be entitled to exercise any rights under this Section 2.2 with respect to such sale and SHUSA shall not be required to deliver a Sale Notice. Such Sale Notice shall specify in reasonable detail: (i) the name and address of the prospective Transferee (a “Buyer”), (ii) the proposed amount and form of consideration SHUSA will receive for its Shares (and if such consideration consists in part or in whole of property other than cash, SHUSA will provide such information, to the extent reasonably available to SHUSA, relating to such non-cash consideration as each Acquirer may reasonably request in order to evaluate such non-cash consideration), (iii) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (iv) the number of Shares proposed to be sold by SHUSA and (v) the anticipated time and place of the closing of such sale. (b) Each Acquirer may, at any time prior to the 10th day after the Sale Notice was given, give written notice (each, a “CoTag-Sale OffereeAlong Notice”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect SHUSA stating that it wishes to participate in such proposed sale and specifying the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery number of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree Shares it desires to include in such proposed Transfer, sale; provided that Xxxxxx Holdco may only deliver a Tag-Along Notice if the New Acquirer also delivers a Tag-Along Notice. (c) If none of the Acquirers gives SHUSA a timely Tag-Along Notice with respect to the sale proposed in the Sale Notice, SHUSA may thereafter complete the sale of the Shares specified in the Sale Notice on substantially the same terms and conditions to the Buyer at any time within 75 days after the date of the Sale Notice; provided, however, that such percentage 75 day period shall not exceed be extended until all necessary consents from applicable Governmental Authorities to the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period). If, prior to consummation of the fifteen (15)-day period for giving sale of such noticeShares to the Buyer set forth in the Sale Notice, then the Selling Member may Transfer terms of the Co-proposed sale shall change with the result that the purchase price to be paid in such proposed sale shall be more than the purchase price set forth in the Sale Units to any Person on Notice or the other terms and conditions that are no of such proposed sale shall, taken as a whole, be materially more favorable to the Selling Member SHUSA than those set forth in the Co-Sale Notice, the Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until null and void, and it shall be necessary for a reasonable time after such approvals are obtained). Any Co-separate Sale Units not Transferred by Notice to be delivered, and the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the terms and provisions of this Section 11.15 prior 2.2 separately complied with, in order to any subsequent Transfer. (b) To the extent that one or more Co-consummate such proposed Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.152.2. Any Shares not so sold within such 75 day period (as extended) shall continue to be subject to this Section 2.2. (cd) The Selling Member If any Acquirer gives SHUSA a timely Tag-Along Notice (such person, a “Tag-Along Shareholder”), then SHUSA shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless notify the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage Buyer of the total Units Shares offered by the Tag-Along Shareholders identified in their Tag-Along Notices. If such Buyer is unwilling or unable to acquire all Shares proposed to be sold included in such sale upon such terms, then SHUSA may elect either to (i) cancel such proposed Transfer or (ii) proceed with such proposed Transfer but SHUSA and each Tag-Along Shareholder shall only be entitled to sell an amount of Shares equal to (A) the amount of Shares the Buyer is willing to purchase, multiplied by (B) a fraction, the numerator of which is the number of Shares held by SHUSA or such Tag-Along Shareholder, as the case may be, and the denominator of which is the sum of all Shares owned by SHUSA and the Tag-Along Shareholders. If any Tag-Along Shareholder wishes to sell less than all of the Shares it is entitled to sell pursuant to the previous sentence, the Shares it declines to sell shall be allocated among SHUSA and the other Tag-Along Shareholders participating in such sale who wish to sell additional Shares according to the formula in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to previous sentence. SHUSA shall not consummate the proposed transferee. The Selling Member will endeavor sale unless all of the Shares entitled to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale be sold pursuant to this Section 11.15 if 2.2(d) are simultaneously sold. (e) Each of SHUSA and the Buyer shall have the right, in their sole discretion, at all times prior to consummation of the extent proposed Transfer subject to this Section 2.2, to abandon or otherwise terminate such Co-Sale Offeree wishes to include such interests in the Transfer, but and neither SHUSA nor the Selling Member nor Buyer shall have any other Person shall be liable if the prospective transferee declines liability or obligation to do soany Tag-Along Shareholder with respect thereto by virtue of any such abandonment or termination.

Co-Sale Rights. (a) In IB Transfer (i) Notwithstanding the event provisions of Sections 7.2 and 7.3, at any Member (for purposes of this Section 11.15, the “Selling Member”) time that IB proposes to Transfer Class A Xxxxx xx Xxxxx X Xxxxx, XX shall notify BOX Holdings in writing (the “IB Transfer Notice”) at least fifteen (15) days prior to any contemplated sale by IB of all or any portion of its Units acquired at the time of formation of BOX Holdings, setting forth the terms of the Transfer and the name of the proposed purchaser (for purposes of this Section 11.15, the “Co-Sale UnitsProposed IB Transferee”). (ii) other than pursuant to a Permitted Transfer, the Selling Member shall deliver If BOX Holdings then delivers a written notice to IB within ten (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (1510) days after delivery of the Co-Sale NoticeIB Transfer Notice (the “IB Offer Period”), which notice shall specify expressing a desire to sell additional Units in the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior Transfer by IB to the expiration of the fifteen (15)-day period for giving such noticeProposed IB Transferee, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period BOX Holdings shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant entitled to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees do so pursuant to this Section 11.15. (c7.6(a) The Selling Member up to an amount equal to one-half of the number of Units subject to the Transfer by IB on the same terms. If BOX Holdings does not elect to sell additional Units pursuant to this Section 7.6(a), IB shall not Transfer any Co-Sale be entitled to sell the offered Units to any prospective transferee if such prospective transferee declines the Proposed IB Transferee, according to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale IB Transfer Notice. (iii) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested If IB wishes to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale any of such Units on terms that differ from the terms in the IB Transfer Notice, or more than sixty (60) days after the expiration of the IB Offer Period, the right provided in this Section 7.6(a) shall be deemed to be revived and such Units shall not be sold unless first re-offered in accordance with this Section 7.6(a). (iv) The proceeds of any sale made by IB without material compliance with the proposed transferee. provisions of this Section 7.6(a) shall be deemed to be held in constructive trust in such amount as would have been due to BOX Holdings if IB had complied with this Section 7.6(a) and BOX Holdings had elected to participate in the Transfer. (v) The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to rights set forth in this Section 11.15 if and 7.6(a) shall not apply to any sale by IB of Units acquired subsequent to the extent initial formation of BOX Holdings and shall not apply to any sale of Units by a Person who acquired such CoUnits from IB. For purposes of interpreting the co-Sale Offeree wishes to include such interests in the Transfersale rights under this section, but neither the Selling Member nor any other Person IB’s sale of Units shall be liable if the prospective transferee declines deemed to do sobe on a first in first out basis (FIFO).

Co-Sale Rights. (a) In under this Agreement that, upon consummation of such sale, would be considered to be Unrestricted Stock. (b) Before accomplishing or entering into a binding contract for any sale for value of Shares of Common Stock that would be covered by the event any Member rights of co-sale granted by Section (for purposes a) above, each Shareholder agrees to give each other Shareholder holding Shares of this Section 11.15Common Stock that, the “Selling Member”) proposes upon consummation of such sale, would be considered to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a be Unrestricted Stock prompt written notice of any such proposed sale (a "Sale Proposal"), stating the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general material terms and conditions of the proposed Transfer, including Sale Proposal. Such other Shareholders each agree to notify the purchase price for Shareholder giving such written notice (the Co-Sale Units, the proposed purchaser(s), the closing date for the "Proposing Party") within 20 Business Days after receipt of such notice as to whether they wish to exercise their rights of co- sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at Sale Proposal, and thereafter all negotiations leading to the same price consummation of the Sale Proposal shall be conducted under the collective control of the Proposing Party and those other Shareholders exercising their rights of co-sale hereunder, provided that nothing herein stated shall preclude the Proposing Party from selling such party's Shares of Common Stock following the exercise of co-sale rights by one or more other Shareholders if the Proposing Party sells such party's Shares of Common Stock on the same finally negotiated terms and conditions which are unacceptable to such other Shareholders following such negotiations. Failure by delivering written notice a Shareholder to the Selling Member respond within fifteen (15) days after delivery such 20-Business Day period shall be deemed to be a declination of the Cosuch Shareholder's right of co-sale with respect to such Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed TransferProposal, provided that (i) such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to Proposal is fully consummated within 90 days after the expiration of such 20-Business Day period and (ii) the fifteen (15)-day period for giving such notice, then terms of the Selling Member may Transfer actual transaction are in all material respects the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than same as those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred given by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant Proposing Party to the immediately preceding sentence) other Shareholders hereunder. Failure to meet either of the foregoing conditions shall again be subject the Shares of Common Stock covered by the Sale Proposal to the provisions other Shareholders' rights of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do sosale.

Co-Sale Rights. (a) In If the event any Member (Offer described in Section 4.04 is for purposes a number of this Section 11.15Offered Securities such that, as a result of such Transfer, the “Third Party Offeror, together with any of its Affiliates (other than VIP or any of its Controlled Affiliates), would beneficially hold a Controlling Interest in the Company, and the other Shareholders do not elect to purchase in the aggregate all of the Offered Securities pursuant to Section 4.05, and either (i) the Selling Member”Shareholder does not exercise its Required Sale Right in respect of such Transfer or (ii) proposes the number of Securities of each other Shareholder, respectively, with regard to which such Selling Shareholder exercises its Required Sale Right ("Required Sale Securities") is less than all of the Securities owned, respectively, by each other Shareholder, then each other Shareholder shall have the right, exercisable by written notice to the Selling Shareholder (a "Co-Sale Notice") within sixty (60) days from delivery by the Selling Shareholder of the Offer Notice, to elect to sell in the proposed Transfer of Offered Securities to such Third Party Offeror, all or any portion of such other Shareholder's Securities free and clear of any Liens other than obligations under this Agreement (other than any Required Sale Securities); provided, however, that neither Eco -------- ------- Telecom nor its Units Permitted Transferees which are Affiliates (for purposes other than VIP or any of its Controlled Affiliates) shall have any rights under this Section 11.154.07 (but shall remain subject to all obligations hereunder) if there has been an Eco Telecom Contribution Default; provided, that if such -------- Eco Telecom Contribution Default is caused by any Specified Legislation which prevents the “Second Closing, any rights granted to Eco Telecom pursuant to this Section 4.06 shall not be suspended. The Transfer of Securities by the other Shareholders pursuant to a Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member Notice shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) be at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions set forth in the Offer Notice; provided, however, that, notwithstanding the foregoing, -------- ------- if the Third Party Offeror identified in the Offer Notice, together with any of its Affiliates (other than VIP or any of its Controlled Affiliates), beneficially holds a Controlling Interest in the Company as a result of more than one Transfer of Securities by delivering written notice the same Selling Shareholder and/or its Affiliates, then the purchase price of the Transferred Securities pursuant to such Co-Sale Notice shall be paid to each other respective Shareholder in cash in an amount equal to the Selling Member within fifteen greatest of (15x) days after the purchase price per share stated in any applicable Offer Notice, (y) the highest purchase price per share paid by the Third Party Offeror in any such Transfer and (z) the Fair Market Value per share of the Securities as of the date of delivery of any applicable Offer Notice. Failure of any of the other Shareholders to provide a Co-Sale Notice within such sixty (60) day period shall be deemed an election by such Shareholder not to participate in the proposed Transfer pursuant to this Section 4.07. (b) In the event any of the other Shareholders gives a Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer Shareholder shall have the Co-option to (i) cause the Third Party Offeror to purchase both the Offered Securities (including any Required Sale Units Securities) and the additional Securities to any Person on terms and conditions that are no more favorable be Transferred by such other Shareholders pursuant to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety or (90ii) days after expiration of cancel such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant Transfer to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferThird Party Offeror. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event any If a Management Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale UnitsOfferee”) other than pursuant receives an offer to a Permitted TransferTransfer any Shares to any Third Party (the “Co-Sale Offeror”), the Selling Member shall deliver Co-Sale Offeree shall, at least 30 days before such Transfer: (i) Deliver a written notice (the “Co-Sale Notice”) to each other Member (eachthe Investors that sets forth substantially the same information as the First Offer in Section 3.2(a)(i) hereof; provided, a “however, that such Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for Notice shall indicate that the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Offeror has been informed of the Selling Member’s Units co-sale rights provided for in this Section 3.3 and has agreed to be Transferred purchase Shares in accordance with the terms hereof. (the “Co-Sale Participation Percentage”). Each ii) The Co-Sale Offeree may elect to participate in the contemplated shall not Transfer at the same price and on the same terms and conditions by delivering written notice any Shares to the Selling Member within fifteen Co-Sale Offeror unless the Investors are permitted to Transfer their respective Pro Rata Amount (15based upon the aggregate number of Shares of the Corporation outstanding at such time and held by all Stockholders) of the aggregate number of Shares to which the Co-Sale Offer relates. (b) The Co-Sale Offeree shall, in addition to complying with the provisions of this Section 3.3, comply with the other provisions of this Article III (it being understood that the notice contemplated by Section 3.2(a)(i) and the Co-Sale Notice contemplated by this Section 3.3 may be included in a single notice). (c) Within 30 days after delivery of the Co-Sale Notice, which notice shall specify each Investor that did not elect to exercise their First Offer rights as contained in Section 3.2 may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires a notice (the “Tag-Along Notice”) specifying the number of Shares (up to include his, her or its Pro Rata Amount (based upon the aggregate number of Shares of the Corporation outstanding at such time)) with respect to which the Investor shall exercise his, her or its rights under this Section 3.3. For purposes of this Section 3.3, each Investor may aggregate his, her or its Pro Rata Amount among other Stockholders in such proposed Transferhis, provided her or its Group to the extent that such percentage shall other Stockholders in his, hers or its Group do not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior elect to the expiration of the fifteen sell their respective Pro Rata Amounts. (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units d) Any Shares requested to be included in any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals Transferred on at least the same terms and conditions as are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice. (e) its pro rata percentage of Notwithstanding the total Units proposed to be sold in the Transfer (or, if lessforegoing, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable rights described in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and 3.3 shall not be apply to the extent such Co-Sale Offeree wishes to include such interests in the an Excluded Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event that one or more SZ Affiliates or Handy Affiliates (the "Selling Stockholders") enter into an agreement to sell to any Member purchaser or group of purchasers (for purposes of this Section 11.15other than any other SZ Affiliate, the “Selling Member”) proposes to Transfer all Handy Affiliate or any portion of its Units (for purposes their Affiliates), in a single transaction or related series of this Section 11.15transactions, the “Co-Sale Units”) other than pursuant to a Permitted TransferPublic Sale, such number of CHI Shares as equals or exceeds more than twenty percent (20%) of the CHI Shares held by the SZ Affiliates and the Handy Affiliates in the aggregate, the Selling Member Stockholders shall deliver a written notice first notify the other Stockholders (the “Co"Tag-Sale Notice”Along Stockholders") to each other Member (eachin writing, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, identity of the proposed purchaser(s), the closing date for the sale number of CHI Shares proposed to be sold and the portion proposed purchase price and terms of sale. The Tag-Along Stockholders thereupon shall have the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect right to participate in the contemplated Transfer proposed sale at the same net price per share and on the same other terms and conditions by delivering written notice of sale as offered to the Selling Member Stockholders. In order to exercise their co-sale rights, the Tag-Along Stockholders, within fifteen ten (1510) days after delivery receiving notice from the Selling Stockholders, shall deliver to the Selling Stockholders a written election to participate in the sale to the extent allowed by this Section 7. If any Tag-Along Stockholders have elected to participate in the proposed sale, each participating Tag-Along Stockholder shall be entitled to sell in the proposed sale a number of CHI Shares equal to the product of (i) the quotient (the "Co-Sale Notice, which notice shall specify Fraction") determined by dividing the percentage of its Units that CHI Shares owned by such Coparticipating Tag-Sale Offeree desires to include in such proposed Transfer, provided that such Along Stockholder by the aggregate percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred CHI Shares owned by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member Stockholders and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating CoTag-Sale Offeree’s Along Stockholders, multiplied by (as applicableii) pro rata percentage of the total Units proposed number of CHI Shares to be sold in the Transfer, or proposed sale. Notwithstanding anything to the aggregate Units to be sold contrary in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less7, the percentage sale proceeds to which any Tag-Along Stockholder would otherwise be entitled by reason of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable participation in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and 7 shall be reduced by an amount equal to the extent product of such Tag-Along Stockholder's Co-Sale Offeree wishes Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses, incurred by the Selling Stockholders in connection with the sale or the exercise of the Tag-Along Stockholders' rights under this Section 7. The participating Tag-Along Stockholders shall, as promptly as practicable and as a condition to include their participation, enter into such interests agreements as shall be reasonably requested by the Selling Stockholders for the sale of their CHI Shares in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soproposed sale.

Co-Sale Rights. (a) In Except with respect to Transfers to Permitted Affiliates, SCH agrees that it will not enter into any transaction that would result in the event any Member sale by it of more than 5% of the Subject Securities then Owned by it, unless prior to such sale SCH shall give at least fifteen (for purposes of this Section 11.15, the “Selling Member”15) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a days written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior STB. SCH further agrees to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units offer to cause to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate included in the contemplated Transfer at the same price and sale, on the same terms and conditions conditions, that percentage of the shares of Common Stock then Owned by delivering written notice STB equal to the Selling Member within fifteen Sale Portion (15as defined below). (b) Such notice (the "CO-SALE NOTICE") shall set forth (i) the amount of securities to be sold, (ii) the principal terms of the sale, (iii) the percentage such securities would constitute of the Common Stock of the Company then Owned by SCH (the "SALE Portion"), (iv) the offer to cause to be included in the sale, on the same terms and conditions, that percentage of the shares of Common Stock then Owned by STB equal to the Sale Portion, and (v) the date by which STB must respond, which shall be no less than ten (10) days after delivery of the Co-Sale Notice, which notice shall specify Notice (the percentage "CUTOFF DATE"). To exercise its right of its Units that such Coco-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice sale STB must notify SCH on or prior to the expiration Cutoff Date that it intends to participate in the sale and the number of shares it desires to sell (up to its Sale Portion). (c) In the fifteen (15)-day period for giving such notice, then event that the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in Subject Securities covered by the Co-Sale Notice at any time are not disposed of within ninety (90) days after expiration from the date of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transferthe Co-Sale Notice, then such period Subject Securities shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall once again be subject to the provisions of co-sale rights set forth in this Section 11.15 prior to any subsequent TransferSECTION 4.1. (bd) To It shall be a condition to STB's right to participate in the extent sale that STB shall (i) deliver to SCH for transfer one or more Co-Sale Offerees exercises its right certificates, properly endorsed for transfer, which represent the number of participation pursuant shares of Company Common Stock STB elects to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. SECTION 4.1, (cii) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) pay its pro rata percentage share (based on the respective Sale Portions) of the total Units proposed expenses incurred in connection with such sale; and (iii) be obligated to be sold in provide customary representations, warranties and indemnification solely regarding the Transfer (or, if lessownership of the Subject Securities, the percentage absence of its Units that such Co-Sale Offeree requested any liens or encumbrances thereon and STB's ability to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units convey marketable title to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the TransferSubject Securities, but neither excluding any representations, warranties and indemnification regarding the Selling Member nor business, assets, liabilities, prospects, operations or financial condition of the Company or its business or the ownership of, liens or encumbrances on, or marketable title of any other Person Subject Securities; provided, however, that STB shall not be liable if obligated in connection with such sale to agree to indemnify or hold harmless the prospective transferee declines third party purchase with respect to do soany amount in excess of the proceeds paid to it in connection with such sale.

Co-Sale Rights. (a) In Subject to compliance with the event other applicable provisions of this Agreement, if, at any Member time any of the Members or their respective Permitted Transferees (for purposes of this Section 11.159.3, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15such Person, the “Co-Sale UnitsTransferor”) proposes to Transfer any Units (other than pursuant to a Permitted Transfer) to any Person (the “Co-Sale Transferee”), then the Selling Member Co-Sale Transferor, at least thirty (30) days prior to the closing of such Transfer, shall deliver a written notice (the “Co-Sale Notice”) to each the other Member (each, a “Members holding Units of the same class of Units that is the subject of such Co-Sale OffereeNotice or each of their Permitted Transferees (the “Other Members”) at least thirty (30) days prior to making such Transfer describing detailing the general terms and conditions of the proposed Transfer, including the purchase price for Transfer and indicating that the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Transferee has: (i) been informed of the Selling Member’s co-sale rights provided for in this Section 9.3; and (ii) agreed to purchase such Units to be Transferred in accordance with the terms hereof. (the “b) The Co-Sale Participation Percentage”). Each Transferor shall not be permitted to Transfer any Units to the Co-Sale Offeree may elect Transferee unless the Other Members are permitted to participate in Transfer their respective Co-Sale Pro Rata Amount of the contemplated Transfer at aggregate number of such Units to which the same price and on the same terms and conditions by delivering written notice Co-Sale Offer relates, to the Selling Member within fifteen extent the Other Members have timely delivered a Tag-Along Notice in accordance with Section 9.3(d). (15c) The Co-Sale Transferor shall, in addition to complying with the provisions of this Section 9.3, comply with the other provisions of this Article IX. (d) Within thirty (30) days after delivery of the Co-Sale Notice, which notice shall specify each Other Member may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires Transferor a notice (the “Tag-Along Notice”) specifying the number of Units (up to include in such proposed Transferhis, provided that such percentage shall not exceed the her or its Co-Sale Participation PercentagePro Rata Amount) with respect to which such Other Member shall exercise his, her or its rights under this Section 9.3. If a For purposes of this Section 9.3, each Other Member may aggregate his, her or its Co-Sale Offeree does not give such notice prior Pro Rata Amount among Other Members in his, her or its Group to the expiration of the fifteen (15)-day period for giving extent that such noticeOther Members in his, then the Selling Member may Transfer the hers or its Group do not elect to sell their respective Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferPro Rata Amounts. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In If any of the event any Member Whitney Funds desires to sell (for purposes of this Section 11.15other than to its Permitted Transferees) all, the “Selling Member”) proposes to Transfer all or any portion part, of its Units their Shares consisting of Series B Preferred Stock or Common Stock issued upon conversion of such shares of Series B Preferred Stock (for purposes of this Section 11.15, hereinafter the “Co-Sale Units”"Whitney Offered Shares") other than pursuant to a Permitted TransferBona Fide Purchaser, the Selling Member shall deliver a written notice (the “Co-Sale Notice”such Whitney Fund(s) to each other Member (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 Offeree”" and collectively, the "Co-Sale Offerees") at least stating (i) the Whitney Offeror's desire to sell the Whitney Offered Shares, and (ii) the price and terms of the Bona Fide Purchaser's offer (the "Whitney Purchase Offer"). Upon the receipt of the Whitney Sale Notice, each of the Co-Sale Offerees shall have thirty (30) days prior to making give written notice (a "Tag-Along Notice") to the Whitney Offeror that such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect wishes to participate in such proposed sale of Whitney Offered Shares, with respect to the contemplated Transfer same class of Shares and at the same price time and on the same terms and conditions by delivering written notice to as specified in the Selling Member within fifteen (15) days after delivery Whitney Purchase Offer, and specifying the number of the "Co-Sale NoticeOfferee Shares" (which, which notice for the purposes of this Section 6, shall specify the percentage mean, for each Co-Sale Offeree, any Shares of its Units 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 Transfersale. Each Co-Sale Offeree may sell all or any part of that number of Co-Sale Offeree Shares equal to the product obtained by multiplying (x) the aggregate number of Whitney Offered Shares covered by the Whitney Purchase Offer by (y) a fraction, provided that the numerator of which is the number of Co-Sale Offeree Shares at the time owned by such percentage Co-Sale Offeree and the denominator of which is the aggregate number of Co-Sale Offeree Shares and "Whitney Offeror Shares" (which, for the purposes of this Section 6, shall not exceed 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). If none of the Co-Sale Participation Percentage. If Offerees gives a Cotimely Tag-Sale Offeree does not give such notice prior Along Notice with respect to the expiration sale proposed in the Whitney Sale Notice, the Whitney Offeror may transfer the Whitney Offered Shares within the ninety (90) day period following the date of the fifteen (15)-day period for giving such noticeWhitney Sale Notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Whitney Sale Notice. If any of the Co-Sale Offerees 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 at any time (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 Bona Fide Purchaser is unwilling or unable to acquire all of the Co-Sale 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) days after expiration day period referred to above, and keep all, but not less than all, of such fifteen (15)-day period for giving notice (providedthe Whitney Offered Shares, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of restrictions set forth in this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a)Agreement. The prospective Bona Fide Purchaser, then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to as a percentage equal condition precedent to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage purchase of the total Units Whitney Offered Shares (including any shares proposed to be sold in by the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to the terms of this Section 11.15. (c) The Selling Member 6), shall not Transfer any Co-Sale Units subscribe to any prospective transferee if such prospective transferee declines this Agreement and agree to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage be bound by all of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale hereof. In the event that the Whitney Offeror shall not have sold all of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale its Whitney Offered Shares pursuant to this Section 11.15 if and 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 extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.Whitney Purchase

Co-Sale Rights. (a) In Subject to compliance with the event any Member (for purposes other applicable provisions of this Section 11.15Agreement, if at any time an Investor (the “Selling MemberCo-Sale Transferor”) proposes to Transfer all or any portion of its Units Investor Shares (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer) to any Third Party (the “Co-Sale Transferee”), the Selling Member shall deliver Co-Sale Transferor shall, at least thirty (30) days prior to the closing of such Transfer: (i) Deliver a written notice (the “Co-Sale Notice”) to each all other Member Stockholders that hold Equity Securities (each, a the “Co-Sale OffereeOther Stockholders”) at least thirty (30) days prior to making such Transfer describing detailing the general terms and conditions of the proposed Transfer; provided, including the purchase price for however, that such Co-Sale Notice shall indicate that the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Transferee has been informed of the Selling Member’s Units co-sale rights provided for in this Section 3.4 and has agreed to be Transferred purchase Equity Securities in accordance with the terms hereof. (the “ii) The Co-Sale Participation Percentage”). Each Transferor shall not be permitted to Transfer any Equity Securities to the Co-Sale Offeree may elect Transferee unless the Other Stockholders are permitted to participate Transfer their respective Pro Rata Amount of the aggregate number of Equity Securities to which the co-sale offer relates. (b) The Co-Sale Transferor shall, in addition to complying with the contemplated Transfer at provisions of this Section 3.4, comply with the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen other provisions of this Article III. (15c) Within thirty (30) days after delivery of the Co-Sale Notice, which notice shall specify each Other Stockholder may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires Transferor a notice (the “Tag-Along Notice”) specifying the number of Equity Securities (up to his, her or its Pro Rata Amount (based upon the aggregate number of Equity Securities of the Corporation outstanding at such time) with respect to which such Other Stockholder shall exercise his, her or its rights under this Section 3.4. Each Tag-Along Notice may include any Common Stock Equivalents owned by the Other Stockholders. For purposes of this Section 3.4, each Other Stockholder may aggregate his, her or its Pro Rata Amount among Other Stockholders in such proposed Transferhis, provided her or its Group to the extent that such percentage shall Other Stockholders in his, hers or its Group do not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior elect to the expiration of the fifteen sell their respective Pro Rata Amounts. (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units d) Any Equity Securities requested to be included in any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals Transferred on at least the same terms and conditions as are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice, provided, however, that the price for each Common Stock Equivalent shall be (i) its pro rata percentage the product of (x) the total Units proposed price per share of Common Stock Transferred or to be sold in Transferred by the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transferor and (y) the number of shares of Common Stock into which such Common Stock Equivalent is then convertible in accordance with the Charter. (e) If the Transfer to such transferee) on contemplated by the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which Notice is not completed with the Co-Sale Transferee within seventy-five (75) days following the receipt of the Co-Sale Notice by the Other Stockholders (unless the reason it is not completed relates to the Co-Sale Transferee’s breach of its agreement to purchase such Shares), then the Shares that are not eligible for cothe subject of the Co-sale Sale Notice shall continue to be subject to all of the terms of this Agreement as if no Co-Sale Notice had been given. (f) Transfers pursuant to this Section 11.15 if and 3.4 shall be made at the offices of the Corporation on a mutually satisfactory Business Day within the applicable period described above. Delivery of stock certificates or other instruments evidencing such Transferred Shares duly endorsed for Transfer to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person Transferee shall be liable if made on such date against payment of the prospective transferee declines to do sopurchase price thereof.

Co-Sale Rights. (aA) In the event If at any Member time a Purchaser desires to sell all or any part of its Common Stock or Preferred Stock ("Purchaser's Shares") pursuant to a bona fide offer from a third party (for purposes of this Section 11.157, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15also a "Proposed Transferee"), the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member such Purchaser shall deliver a written notice (the “"Notice") of such proposed sale of such Purchaser's Shares (for purposes of this Section 7, also "Offered Shares") to the other Purchaser. The Notice shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Purchaser's Shares owned by such Purchaser, the terms and conditions, including price, of the proposed sale, that the proposed buyer has been informed of the rights and obligations provided for in this Section 7 and has agreed to purchase Offered Shares in accordance with the terms of this Agreement, and any other material facts relating to the proposed sale. (B) (i) If a Purchaser elects not to purchase any Offered Shares pursuant to Section 6 above; or (ii) if upon receipt of a Notice pursuant to Section 7(A) above, such Purchaser desires to sell any of such Purchaser's Shares, then such Purchaser shall have the right, exercisable upon written notice (the "Co-Sale Acceptance Notice”'') to each other Member (eachthe selling Purchaser or CSH, a “Co-Sale Offeree”) at least as applicable, given within thirty (30) days prior after the Offer or Notice, as applicable has been delivered pursuant to making such Transfer describing the general terms and conditions of the proposed TransferSection 6 or 7(A) above, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at proposed sale of Offered Shares pursuant to the same price and on the same terms and conditions by delivering written notice specified in the Offer or Notice, as applicable, and the selling Purchaser or CSH, as applicable, shall require the Proposed Transferee designated in the Offer or Notice, as applicable, to purchase from such Purchaser up to the Selling Member within fifteen number of whole shares of Common Stock or Preferred Stock, as applicable, equal to the product of (15i) days after delivery the total number of Offered Shares to be transferred in such proposed sale as specified in the Offer or Notice, as applicable, and (ii) a fraction, the numerator of which (a) in the case of Offered Shares which are Common Stock, is the number of outstanding shares of Common Stock held by such Purchaser (including any Common Stock issuable to such Purchaser upon the conversion or exchange of any Purchaser's Shares convertible or exchangeable into Common Stock) or (b) in the case of Offered Shares which are Preferred Stock, is the number of outstanding shares of Preferred Stock held by such Purchaser, and the denominator of which (c) in the case of Offered Shares which are Common Stock, is the total number of shares of Common Stock (on a fully-diluted basis) then outstanding or (d) in the case of Offered Shares which are Preferred Stock, is the total number of shares of Preferred Stock (on a fully-diluted basis) then outstanding. The Co-Sale Notice, which notice Acceptance Notice shall specify state the percentage number of its Units that shares such Co-Sale Offeree desires Purchaser proposes to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior sale to the expiration of the fifteen Proposed Transferee (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable up to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration number of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (shares as such period may be extended calculated pursuant to the immediately preceding sentence). Any such sale by such Purchaser shall be at the same price per share (including price and type of consideration) received by the Proposed Transferee and otherwise on identical terms and conditions as received by the selling Purchaser or CSH, as the case may be, in its sale to the Proposed Transferee. In the event that the Proposed Transferee does not purchase shares of Common Stock and/or Preferred Stock from Purchasers who have timely delivered a Co-Sale Acceptance Notice as required by this Section 7, then the selling Purchaser or CSH, as the case may be, shall again not be permitted to, and shall not, sell any Offered Shares to the Proposed Transferee in the proposed sale. (C) If no Co-Sale Acceptance Notice is received by the selling Purchaser or CSH, as the case may be, during the 30-day period referred to in Section 7(A) above, then such selling Purchaser or CSH, as the case may be, shall have the right to sell the Offered Shares at any time within six months after the date the Offer or Notice, as the case may be was delivered, subject to the other provisions of this Agreement. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer or Notice, as applicable. Any Offered Shares not sold within such six-month period shall continue to be subject to the provisions requirements of Section 6 and this Section 11.15 prior to any subsequent Transfer7. (bD) To In the extent that event a Purchaser shall desire to sell more than 50% of all of such Purchaser's Shares purchased pursuant to the Purchase Agreement in the aggregate in one or more a series of related transactions to a Proposed Transferee, such Purchaser shall in addition to offering the Co-Sale Offerees exercises its right of participation rights to the other Purchaser pursuant to Section 11.15(aSections 7(A) through (C), thensuch Purchaser shall offer such rights to CSH as if CSH were a Purchaser for purposes of such Sections. In the event a Purchaser proposes to sell Preferred Stock, the number of shares of Common Stock which CSH shall be entitled to sell shall be calculated as if all shares of Preferred Stock were converted into Common Stock at the Selling Member’s option, either then applicable conversion price and the percentage purchase price per share of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed Common Stock to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees by CSH pursuant to this Section 11.1511(D) shall equal the aggregate purchase price paid for the shares of Preferred Stock sold by such Purchaser to the Proposed Transferee divided by the number of shares of Common Stock into which such shares of Preferred Stock were convertible at the time of such sale at the then applicable conversion price. (cE) The Selling Member Notwithstanding the foregoing, this Section 7 shall not Transfer any Co-Sale Units apply to any prospective transferee if such prospective transferee declines Transfer by any Purchaser or CSH of Shares: (i) to purchase Units from participating Co-Sale OffereesPurchaser's or CSH's affiliates, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Noticeii) its pro rata percentage constituting a gift or gifts, or (iii) constituting less than 1% of the total Units proposed outstanding class of Shares to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soTransferred.

Co-Sale Rights. (ai) In the event any Member Any IPC Holder (for purposes of this Section 11.15, the “Selling MemberSection 3(c) Transferring Securityholder”) that proposes to Transfer all any IPC Shares (other than in a Transfer of Excluded Securities, or any portion of its Units a Transfer pursuant to Section 3(d), Section 4 or Section 5) (for purposes of 1) within six months following the date Original Effective Date, IPC Shares (together with other IPC Shares Transferred under this Section 11.153(c)(i)(1)) representing in excess of 15% of the Securityholder Shares held by to the IPC Group in the aggregate as of the date hereof (determined by reference to their Original Cost) or (2) at any time after six months following the Original Effective Date, the “Co-Sale Units”) other than pursuant to a Permitted Transferany IPC Shares, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) shall deliver a written notice (the “Sale Notice”) to the Company and each other Member Securityholder (each, a the “Co-Sale OffereeParticipation Securityholders”) at least thirty (30) 30 days prior to making such Transfer describing Transfer, specifying in reasonable detail the general identity of the prospective Transferee(s), the number and type of shares to be Transferred and the terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree Participation Securityholder may elect to participate in the contemplated Transfer at the same price per share and on the same terms and conditions by delivering written notice to the Selling Member Section 3(c) Transferring Securityholder within fifteen (15) 20 days after delivery of the Co-Sale Notice, which notice shall become irrevocable after the expiration of such 20-day period and shall specify the percentage number of its Units Securityholder Shares that such Co-Sale Offeree Participation Securityholder desires to include in such proposed Transfer, ; provided that such percentage shall not exceed the Co-Sale each Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period Securityholder shall be extended until required, as a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant condition to the immediately preceding sentence) shall again be subject being permitted to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees Securityholder Shares pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units 3(c), to any prospective transferee if such prospective transferee declines elect to purchase Units from participating Co-Sale Offerees, unless sell Securityholder Shares of the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth same type and class and in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer same relative proportions (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person proportions shall be liable if determined on a share for share basis) as the prospective transferee declines to do so.Securityholder Shares being Transferred by the Section 3(c)

Co-Sale Rights. (ai) In the event any Member Any IPC Holder (for purposes of this Section 11.15, the “Selling MemberSection 3(c) Transferring Securityholder”) that proposes to Transfer all any IPC Shares (other than in a Transfer of Excluded Securities, or any portion of its Units a Transfer pursuant to Section 3(d), Section 4 or Section 5) (for purposes of 1) within six months following the Original Effective Date, IPC Shares (together with other IPC Shares Transferred under this Section 11.153(c)(i)(1)) representing in excess of 15% of the Securityholder Shares held by to the IPC Group in the aggregate as of the date hereof (determined by reference to their Original Cost) or (2) at any time after six months following the Original Effective Date, the “Co-Sale Units”) other than pursuant to a Permitted Transferany IPC Shares, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) shall deliver a written notice (the “Sale Notice”) to the Company and each other Member Securityholder (each, a the “Co-Sale OffereeParticipation Securityholders”) at least thirty (30) 30 days prior to making such Transfer describing Transfer, specifying in reasonable detail the general identity of the prospective Transferee(s), the number and type of shares to be Transferred and the terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree Participation Securityholder may elect to participate in the contemplated Transfer at the same price per share and on the same terms and conditions by delivering written notice to the Selling Member Section 3(c) Transferring Securityholder within fifteen (15) 20 days after delivery of the Co-Sale Notice, which notice shall become irrevocable after the expiration of such 20-day period and shall specify the percentage number of its Units Securityholder Shares that such Co-Sale Offeree Participation Securityholder desires to include in such proposed Transfer, ; provided that such percentage shall not exceed the Co-Sale each Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period Securityholder shall be extended until required, as a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant condition to the immediately preceding sentence) shall again be subject being permitted to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees Securityholder Shares pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units 3(c), to any prospective transferee if such prospective transferee declines elect to purchase Units from participating Co-Sale Offerees, unless sell Securityholder Shares of the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth same type and class and in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer same relative proportions (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person proportions shall be liable if determined on a share for share basis) as the prospective transferee declines to do so.Securityholder Shares being Transferred by the Section 3(c)

Co-Sale Rights. (a) In Subject to compliance with the event any Member (for purposes other applicable provisions of this Section 11.15Agreement, if at any time a Stockholder (the “Selling MemberCo-Sale Transferor”) proposes to Transfer all or any portion of its Units Shares (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer) to any Third Party (the “Co-Sale Transferee”), the Selling Member shall deliver Co-Sale Transferor shall, at least thirty (30) calendar days prior to the closing of such Transfer: (i) Deliver a written notice (the “Co-Sale Notice”) to each all other Member Stockholders (eachthe “Other Stockholders”) that hold Equity Securities of the same class, a series or type (or convertible into the same class, series or type) (such Equity Securities, the “Co-Sale OffereeSecurities”) at least thirty (30) days prior to making such Transfer describing detailing the general terms and conditions of the proposed Transfer; provided, including the purchase price for that such Co-Sale Notice shall indicate that the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Transferee has been informed of the Selling Member’s Units co-sale rights provided for in this Section 3.3 and has agreed to be Transferred (purchase the “Co-Sale Participation Percentage”). Each Securities in accordance with the terms hereof. (ii) The Co-Sale Offeree may elect Transferor shall not be permitted to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice any Co-Sale Securities to the Selling Member within fifteen Co-Sale Transferee unless all Other Stockholders are permitted to Transfer their respective Co-Sale Pro Rata Amount of the aggregate number of Co-Sale Securities to which the Co-Sale Offer relates. (15b) The Co-Sale Transferor shall, in addition to complying with the provisions of this Section 3.3, comply with the other provisions of this Article III. (c) Within thirty (30) calendar days after delivery of the Co-Sale Notice, which notice shall specify each Other Stockholder may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires Transferor a notice (the “Tag-Along Notice”) specifying the number of Co-Sale Securities (up to his, her or its Co-Sale Pro Rata Amount with respect to which such Other Stockholder shall exercise his, her or its rights under this Section 3.3). Each Tag-Along Notice shall include in such proposed Transferonly Equity Securities of the same, provided that such percentage shall not exceed class, series or type (or convertible into the same class, series or type) being Transferred by the Co-Sale Participation PercentageTransferor. If a For purposes of this Section 3.3, each Other Stockholder may aggregate his, her or its Co-Sale Offeree does not give such notice prior Pro Rata Amount among Other Stockholders in his, her or its Group to the expiration of the fifteen (15)-day period for giving extent that such noticeOther Stockholders in his, then the Selling Member may Transfer the her or its Group do not elect to sell their respective Co-Sale Units Pro Rata Amounts. (d) Any Co-Sale Securities requested to be included by an Other Stockholder (a “Tag-Along Seller”) in any Person Co-Sale Notice shall be Transferred on terms and conditions that are no more less favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms and conditions set forth in the Co-Sale Notice) its pro rata percentage , provided, however, that adjustment shall be made to account for the relative value of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soSecurities.

Co-Sale Rights. (a) In Subject to the event rights of America Online, Inc. ("AOL") set forth in that certain Stockholders' Agreement, dated as of November 13, 1998, among the Company, AOL, Provident, Provident Indemnity Life Insurance Company, Health Plan Services, Inc. Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx (the "AOL Agreement"), until the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, in connection with a proposed Transfer of Common Stock Beneficially Owned by a Holder (a "Selling Holder") to a Person other than a Permitted Transferee, each Holder shall have the right, but not the obligation, to Transfer to the proposed purchaser(s) that number of shares of Common Stock (or if such number is not an integral number, the next integral number which is greater than such number) which shall be the product of (i) the total number of shares of Common Stock then Beneficially Owned by such Holder on a Fully Diluted Basis and (ii) a fraction, the numerator of which shall be the number of shares of Common Stock to be Transferred by the Selling Holder and the denominator of which shall be the total number of shares of Common Stock then Beneficially Owned by all of the Holders on a Fully Diluted Basis. The Common Stock to be Transferred hereunder shall be Transferred on the same terms and conditions as those applicable to the Selling Holder specified in the Sale Notice, including the time of Transfer, form of consideration and per-share price. The failure of any Member (for purposes of Holder to exercise its rights under this Section 11.15, 4 shall result in such Holder's exclusion from the “Selling Member”) proposes Transfer specified in the Sale Notice. If any Holder desires to Transfer all or any portion of exercise its Units (for purposes of rights under this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member 4 (each, a “Co"Participating Holder"), such Participating Holder shall give written notice thereof to the Selling Holder no later than ten days after the date of the Sale Notice. Each Participating Holder shall promptly take all steps described in the Sale Notice to effectuate the Transfer of the Common Stock covered thereby, including without limitation the furnishing of information customarily provided in connection with such a Transfer and the execution of such sales and other transfer documents with such representations, warranties, agreements, covenants and indemnities as may be required. This provision shall not permit a Holder to duplicate any rights such holder has as a result of co-Sale Offeree”sale rights contained in any other agreement or security issued by the Company. (b) If a Selling Holder proposes to Transfer any Common Stock in any transaction or series of related transactions pursuant to Section 4(a), then at least thirty (30) twenty days prior to making the proposed Transfer, such Selling Holder shall notify the Company and each Holder of such proposed transactions, which notice (the "Sale Notice") shall specify the principle terms of such transaction, including the number of shares of Common Stock proposed to be Transferred, the price per share at which such Selling Holder intends to Transfer describing such Common Stock and the general identity of the proposed purchaser(s) as well as the other material terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units If the sum of (i) the Common Stock to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless be Transferred by the Selling Member acquires from Holder and (ii) the Common Stock sought to be Transferred by Participating Holders pursuant to Section 4(a) exceeds the number of shares of Common Stock that the purchaser(s) described in the Sale Notice are willing to buy, the Selling Holder shall adjust the number of shares of Common Stock to be Transferred by each of the Selling Holder and each Participating Holder to ensure that the ratio of the number of shares of Common Stock proposed to be Transferred by each such participating Co-Sale Offeree Person to the number of shares of Common Stock Beneficially Owned by such Person on a Fully Diluted Basis shall be equal for each such Person, as near as may be possible. (on the terms d) The restrictions set forth in this Section 4 shall not apply with respect to any (i) (A) Transfer by a Holder to its heirs, devisees, Family Group or Affiliates, (B) Transfer by UICI to any person to whom it has issued an option to acquire any shares of Common Stock or (C) pledge of securities to a lender to secure bona fide indebtedness or the Co-Sale Notice) its pro rata percentage transfer of such securities to such lender pursuant to the terms of such pledge (each a "Permitted Transferee"); provided, however, that each Permitted Transferee must agree to be bound by all of the total Units proposed to be sold terms of this Agreement as a Holder, and (ii) Transfer by Provident of securities issued by the Company upon conversion of securities issued in the Transfer (or, if less, Provident Offering and the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale transferee of such Units to securities shall not be bound by the proposed transfereeterms of this Agreement. The Selling Member will endeavor to facilitate the purchase by any prospective transferee For purposes of Units held by a Co-Sale Offeree which this Agreement, MEGA Life Insurance Company and Chesapeake Life Insurance Company are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soPermitted Transferees.

Co-Sale Rights. (a) In To the event any Member (for purposes extent that an Offer Notice has been delivered as set forth in Section 3.01 above and at the end of this Section 11.15the Election Period, the “Selling Member”Other Significant Stockholders have delivered Acceptance Notices as to less than the total number of Offered Shares, to the extent the Transferring Stockholders receive an offer or offers (with terms in compliance with the second to last sentence of Section 3.01) proposes to Transfer all or any portion purchase a remaining number of its Units (for purposes Offered Shares that constitute in the aggregate at least 20% of this Section 11.15the outstanding shares of Common Stock on a fully diluted, as-converted as-exercised basis, the “Co-Sale Units”) other than Transferring Stockholders shall deliver to each Other Significant Stockholder who has not exercised its rights pursuant to a Permitted TransferSection 3.01, the Selling Member shall deliver a written notice of such offer (the “Co-a "Sale Notice”") to each other Member which shall specify all of the particulars of the offer including, but not limited to, (each, a “Co-Sale Offeree”i) at least thirty (30) days prior to making such Transfer describing the general terms name and conditions address of the proposed Transfer, including transferee(s); (ii) the number of shares and class of capital stock to be transferred; (iii) a description of all the terms of the Transfer (which must include a the per share purchase price for price); (iv) the Co-Sale Units, name of the proposed purchaser(s), representative of the closing date for the sale Transferring Stockholders and the portion address of such representative to which notice of election to participate in the Selling Member’s Units offer is to be Transferred (the “Co-Sale Participation Percentage”)sent. Each CoNon-Sale Offeree Purchasing Holder may elect to participate in the offer described in the Sale Notice at the same price per share and on the same terms by delivering written notice of its election to participate in the offer to the representative of the Transferring Stockholders within 15 days after receipt of the Sale Notice. If any Non-Purchasing Holders have elected to participate in the offer, each Transferring Stockholder and such Non-Purchasing Holders shall be entitled to sell pursuant to the contemplated Transfer offer, at the same price and on the same terms and conditions by delivering written notice terms, a number of shares of Significant Stockholder Stock equal to the Selling Member within fifteen product, calculated on a fully diluted, as-converted, as-exercised basis, of (15i) days after delivery of the Co-Sale Notice, which notice shall specify quotient determined by dividing the percentage of its Units that shares of Significant Stockholder Stock owned by such CoSignificant Stockholder by the aggregate percentage of shares of Significant Stockholder Stock owned by the Transferring Stockholder and all Non-Sale Offeree desires to include Purchasing Holders participating in such proposed Transfer, provided that such percentage shall not exceed sale and (ii) the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration number of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration shares of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed Significant Stockholder Stock to be sold in the contemplated Transfer. Each Transferring Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Non-Purchasing Holders in any contemplated Transfer, or the aggregate Units to be sold in the transaction and no Transferring Stockholder shall be increased to accommodate the Units transfer any of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units its shares of Significant Stockholder Stock to any prospective transferee if such prospective transferee transferee(s) declines to purchase Units from participating Coallow the participation of the Non-Sale OffereesPurchasing Holders." 9. The references in the Agreement to Section 4.4.2(e) of the Amended and Certificate of Incorporation of the Company are hereby amended to refer to Section 4.4.2(f). All references in the Agreement to the "Amended and Restated Certificate of Incorporation" are hereby amended to refer to the "Amended and Restated Certificate of Incorporation of the Company, unless as amended as of the Selling Member acquires from each date hereof." 10. Except as otherwise provided herein, all terms, provisions, covenants, representations, warranties an conditions of the Agreement shall remain unchanged and in full force and effect. 11. This Amendment shall be governed in all respects by the laws of the State of Georgia as such participating Co-Sale Offeree (on laws are applied to agreements between Georgia residents entered into and performed entirely in Georgia, except that the General Corporation Law of the State of Delaware shall govern as to matters of corporate law. 12. From and after the date hereof, any reference to the Agreement shall be deemed to be a reference to the Agreement as amended hereby. 13. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Co-Sale Notice) its pro rata percentage Agreement. 14. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 15. Schedule A to this Amendment sets forth the names of the total Units proposed to be sold in holders of Investor Stock and the Transfer (or, if less, the percentage number of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units shares held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soeach.

Co-Sale Rights. (a) In MVII shall not Transfer in any one transaction or series of related transactions more than forty percent (40%) of the event any Member (for purposes total number of Common Shares standing in its name as of the date of this Section 11.15, the “Selling Member”) proposes to Transfer all Agreement unless Reiling or any portion Permitted Transferee is permitted to sell a number of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Xxxxxx Shares owned by Reiling or any Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”Transferee determined in accordance with SECXXXX 0.04(C) to each other Member (each, a “Cothe third-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer party offeror at the same price and on the same terms and conditions by delivering written notice as the offer is proposed to the Selling Member within fifteen be effected (15a "Third-Party Offer") days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferMVII. (b) To MVII shall cause the extent that one Third Party Offer to be reduced to writing and shall send written notice of the Third Party Offer, including the name of the offeror, the number of Common Shares the offeror proposes to purchase, and the price and other terms the offeror proposes for the purchase of the Common Shares (the "Inclusion Notice") to Reiling in the manner specified in SECTION 3.01(I). Within fifteen (10) Xxxxness Days after delivery of the Inclusion Notice, Reiling or more Co-Sale Offerees exercises its right any Permitted Transferee may accept the offer included in xxx Xxxlusion Notice by furnishing written notice of participation pursuant such acceptance to Section 11.15(a)MVII. If Reiling or any Permitted Transferee fails to accept such offer within xxxx xime period, thenMVII shall be free, at any time within the Selling Member’s option, either next 180 days from the percentage date of Units that the Selling Member and each other participating Co-Sale Offeree may Inclusion Notice to sell its shares to such third party on the terms contained in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage Third Party Offer free and clear of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units terms and conditions of those participating Co-Sale Offerees pursuant to this Section 11.15Agreement. (c) The Selling Member Reiling or any Permitted Transferee shall not Transfer any Co-Sale Units have the right to any prospective transferee if such prospective transferee declines sell pursxxxx xx the Third Party Offer, free and clear of MVII's right of first refusal and the voting agreement, a number of Common Shares equal to purchase Units from participating Co-Sale Offereesthe product of (x) the number of Common Shares covered by the Third Party Offer and (y) a fraction, unless the Selling Member acquires from numerator of which is the total number of Common Shares then owned by the Reiling or the Permitted Transferee, in each such participating Co-Sale Offeree (on case, who has elected to xxxx xnder this Section 2.04 and the terms set forth in denominator of which is the Co-Sale Notice) its pro rata percentage total number of Common Shares then owned by MVII, Reiling and all of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soPermitted Transferee(s).

Co-Sale Rights. (a) In the event any Member either or both Sponsors and/or one or more of their respective Affiliates (for purposes of this Section 11.15a "Selling Sponsor"), the “Selling Member”) proposes to Transfer Dispose of all or any a portion of its Units or their Investment Securities, or the Co-Investors pursuant to Section 2.2(e) (for purposes any such Disposing party under Section 2.2(e) a "Selling Co-Investor"), propose to Dispose of, or cause their respective Limited Partnerships to Dispose of this Section 11.15a portion of such Selling Co-Investors' Investment Securities, (such Investment Securities, whether proposed to be Disposed of by a Selling Sponsor or a Selling Co-Investor, the “"Co-Sale Units”) Securities"), to any Person other than pursuant its or their Affiliate(s), then such Selling Sponsor or Selling Co-Investors shall, as a condition to a Permitted Transfersuch Disposition (and after complying with the requirements of Section 2.4(a) if applicable), permit each other Shareholder (the "Co-Sale Shareholders") to Dispose of the Co-Sale Percentage of such Co-Sale Shareholder's holdings of each type of Investment Security included in the Co-Sale Securities, on equivalent terms and at an equivalent price to that offered by the proposed transferee. (b) In connection with any transaction to which Section 2.3(a) shall be applicable, the Selling Member Sponsor or Selling Co-Investors shall deliver send a written notice (the “"Co-Sale Notice”") to each other Member (each, a “the Co-Sale Offeree”Shareholders, setting forth the amount and nature of the consideration (which shall be limited to cash and/or Marketable Securities) at least thirty (30) days prior per each type of Investment Security to making be paid in the subject Disposition, the proposed closing date for such Transfer describing transaction and the general other terms and conditions of the proposed Transfersuch transaction (or, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at case of a proposed Brokers' Sale or a Disposition made pursuant to the same Investors' Rights Agreement, setting forth the price range and on the same offering period and other terms and conditions by delivering written notice of such transaction). Not later than fourteen (14) days (or five (5) Business Days in the case of a proposed Broker's Sale or a Disposition made pursuant to the Selling Member within fifteen (15Investors' Rights Agreement) days after the delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires Shareholders shall irrevocably elect whether or not to include participate in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale NoticeNotice and shall provide written notice to the Selling Sponsor or Selling Co-Investors thereof. Thereafter each Co-Sale Shareholder shall take such actions as may reasonably be requested by the Selling Sponsor or Selling Co-Investors in order to facilitate the closing of the applicable transaction and to effectuate the provisions of Section 2.3(a) its (including: (i) in the case of a Disposition pursuant to the Investors' Rights Agreement, taking any such action required of a "holder" under the Investors' Rights Agreement, (ii) executing and delivering any agreement being executed and delivered by the Selling Sponsor or such Selling Co-Investors (or an agreement no less favorable to such Shareholder than the agreement being signed by the Selling Sponsor or such Selling Co-Investors) containing such representations and warranties, covenants and (several, not joint) indemnities and other terms as the Selling Sponsor or such Selling Co-Investors may deem to be reasonably necessary or desirable to consummate the transaction). Each such Dispostion of Co-Sale Securities made in connection with any Broker's Sale or pursuant to the Investors' Rights Agreement shall be made as directed by the Selling Sponsor or Selling Co-Investors, and on a pro rata percentage basis. The identity of the total Units proposed purchaser shall be promptly disclosed to be sold Co-Sale Shareholders electing to participate in the Transfer proposed transaction. (or, if lessc) In no event shall the Selling Sponsor or Selling Co-Investors have any obligation to sell or otherwise Dispose of the Co-Sale Securities to any prospective purchaser. The Selling Sponsor or Selling Co-Investors may at any time determine in its sole discretion not to consummate such sale or other Disposition. In such event, the percentage Co-Sale Shareholders shall be prohibited from consummating such sale or other Disposition. The Selling Sponsor or Selling Co-Investors shall not be responsible to any Co-Sale Shareholder for any failure or breach of contract or any other breach of an obligation or duty by any such prospective purchaser, and the Co-Sale Shareholders shall not be entitled to assert any claims against the Selling Sponsor or Selling Co-Investors in respect of any breach or alleged breach of any contract with, or any obligation or duty owed to, such prospective purchaser by the Selling Sponsor or Selling Co-Investors. (d) Any Co-Sale Shareholder that Disposes of, or agrees to Dispose of, any of its Units that Investment Securities pursuant to this Section 2.3 shall pay to the Selling Sponsor or Selling Co-Investors such Co-Sale Offeree requested to Transfer to such transferee) Shareholder's pro rata share (based on the same price, terms and conditions as would be applicable in a direct sale value of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes Shareholder's Investment Securities subject to include such interests Disposition as a percentage of the value of all Investment Securities subject to such Disposition) of any out-of-pocket fees and expenses (including, without limitation, legal and investment banking fees and expenses) incurred by the Selling Sponsor or Selling Co-Investors in connection with such transaction and in the Transfercase of a Dispostion made pursuant to the Investors' Rights Agreement, but neither all fees and expenses payable by a "holder" as defined in the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soInvestors' Rights Agreement.

Co-Sale Rights. (a) In 5.1 After having complied with the event any Member (for purposes provisions of Section 4 hereof, if the Selling Stockholder is permitted to sell the Offered Stock or the Unpurchased Remaining Balance Stock, as the case may be, to the Third Party, the provisions of this Section 11.155 shall apply to that portion of the Offered Stock or the Unpurchased Remaining Balance Stock, as the case may be, that is comprised of Common Stock or Series. A Preferred Stock (such portion of the Offered Stock or the Unpurchased Remaining Balance Stock, as the case may be, being referred to in this Section 5 as the “Offered Securities”). 5.2 The Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member Stockholder shall deliver send a written notice (the “Co-Sale Tag Notice”) to each other Member the Series B Investors indicating the number of Offered Securities it proposes to sell to the Third Party pursuant to the Third-Party Offer. 5.3 A Series B Investor may elect to participate in such sale by sending a written notice to the Selling Stockholder, the Company and the Third Party to that effect within fifteen (each, a 15) days following its receipt of the Tag Notice. 5.4 The total number of Series B Preferred Stock that all of the Series B Investors may require the Third Party to purchase (the “Total Series B Co-Sale OffereeNumber”) at least thirty shall be determined by multiplying the number of Offered Securities (30) days prior for the purposes of determining such number of Offered Securities, all Offered Securities which are Series A Preferred Stock shall be deemed to making such Transfer describing be converted into Common Stock), by a fraction, the general terms and conditions numerator of which shall be the number of Common Stock into which all of the proposed Transfer, including then outstanding Series B Preferred Stock held by those Series B Investors who have elected to participate in accordance with Section 5.3 hereof (the purchase price for the “Series B Co-Sale UnitsParticipants”) may be converted, and the denominator of which shall be the number of Common Stock into which ail of the then outstanding Series B Preferred Stock held by the Series B Co-Sale Participants may be converted plus (a) the number of Common Stock into which the Selling Stockholders Series A Preferred Stock may be converted, where the Offered Securities are Series A Preferred Stock, and (b) the number of Common Stock held by the Selling Stockholder, where the Offered Securities are Common Stock, as the case may be (said denominator being referred to in this Section 5 as the “Series B Co-Sale Denominator”). 5.5 The number of Series B Preferred Stock that each Series B Co-Sale Participant may require the Third Party to purchase shall be determined by multiplying the number of Offered Securities (for the purposes of determining such number of Offered Securities, all Offered Securities which are Series A Preferred Stock shall be deemed to be converted into Common Stock), by a fraction, the proposed purchaser(snumerator of which shall be the number of Common Stock into which the then outstanding Series B Preferred Stock held by such Series B Co-Sale Participant may be converted, and the denominator of which shall be the Series B Co-Sale Denominator. 5.6 The Company shall calculate the Total Series B Co-Sale Number and the number of Series B Preferred Stock that each Series B Co-Sale Participant may require the Third Party to purchase and shall forthwith after receiving the notice set forth at Section 5.3 hereof notify the Series B Co-Sale Participants of said numbers. 5.7 Each Series B Co-Sale Participant shall send a notice, within ten (10) days following receipt of the notice set forth at Section 5.6 hereof, to the Selling Stockholder, the Third Party and the Company indicating the number of Series B Preferred Stock that it wishes to require the Third Party to purchase, which number shall be expressed in its Common Stock equivalent for the purposes of the calculations hereunder (the total of all such numbers being referred to in this Section 5 as the “Participating Series B Co-Sale Number”), and the number of Offered Securities (for the purposes of determining such number of Offered Securities, all Offered Securities which are Series A Preferred Stock shall be deemed to be converted into Common Stock), that the Selling Stockholder may sell to the Third Party shall be reduced by the Participating Series B Co-Sale Number (such reduced number being referred to in this Section 5 as “Remaining Offered Securities”). 5.8 In the event that the Selling Stockholder is a Founding Stockholder and the number of Common Stock included in the Total Series B Co-Sale Number is greater than the number of Common Stock included in the Participating Series B Co-Sale Number (such remaining number of Common Stock being referred to in this Section 5 as “Remaining Common Stock Offered Securities”), the closing date for Company shall send a notice to the sale Series A Investors indicating the Remaining Common Stock Offered Securities and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree Series A Investors may elect to participate in the contemplated Transfer at sale to the same price and on the same terms and conditions Third Party by delivering sending a written notice to the Selling Member Stockholder, the Third Party and to the Company to that effect within fifteen ten (1510) days after delivery following its receipt of said notice from the Company (each such notifying Series A Investor being hereinafter referred to in this Section 5 as a “Series A Co-Sale Notice, which notice shall specify the percentage Participant”). 5.9 The number of its Units Series A Preferred Stock that such each Series A Co-Sale Offeree desires Participant may require the Third Party to include in purchase shall be determined by multiplying the number of Remaining Common Stock Offered Securities by a fraction, the numerator of which shall be the number of Common Stock into which the then outstanding Series A Preferred Stock held by such proposed Transfer, provided that such percentage shall not exceed the Series A Co-Sale Participation Percentage. If a Participant may be converted, and the denominator of which shall be the number of Common Stock into which all of the then outstanding Series A Preferred Stock held by the Series A Co-Sale Offeree does not give such notice prior to Participants may be converted. 5.10 The Company shall calculate the expiration number of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Series A Preferred Stock that each Series A Co-Sale Units Participant may require the Third Party to any Person on terms purchase and conditions that are no more favorable shall, forthwith after receiving the notice set forth at Section 5.8 hereof, notify the Series A Co-Sale Participants of said numbers. 5.11 Each Series A Co-Sale Participant shall send a notice, within ten (10) days following the receipt of the notice set forth at Section 5.10 hereof, to the Selling Member than those set forth Stockholder, the Third Party and the Company indicating the number of Series A Preferred Stock that it wishes to require the Third Party to purchase, which number shall be expressed in its Common Stock equivalent for the purposes of the calculations hereunder (the total of all such numbers being hereinafter referred to in this Section 5 as the “Participating Series A Co-Sale Notice at any time within ninety (90) days after expiration Number”), and the number of such fifteen (15)-day period for giving notice (provided, Remaining Common Stock Offered Securities that if any governmental or other third party approval is required with respect the Selling Stockholder may sell to such Transfer, then such period the Third Party shall be extended until a reasonable time after such approvals are obtained). Any reduced by the Participating Series A Co-Sale Units not Transferred by Number. 5.12 No Selling Stockholder shall sell any of the Selling Member during Offered Securities to a Third Party if such ninety (90)-day period (as Third Party fails to allow the participation of the Investors in such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of sale in accordance with this Section 11.15 prior to any subsequent Transfer5. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (aA) In If at any time one or more Management Group Stockholders (the event any Member "Seller") desires to sell, directly or indirectly, in one or a series of related transactions, more than twenty percent (for purposes 20%) of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion aggregate number of its Units (for purposes of this Section 11.15, Shares held by the “Co-Sale Units”) other than Seller at such time pursuant to a Permitted Transferbona fide offer or offers from a third party or parties (the "Proposed Transferee"), the Selling Member Seller shall deliver submit a written notice (the “"Notice") of such proposed sale of such Shares (the "Offered Shares") to the Investor Group. The Notice shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Shares owned by the Seller, the terms and conditions, including price, of the proposed sale, that the Proposed Transferee has been informed of the rights and obligations provided for in this Section 7 and has agreed to purchase the Offered Shares in accordance with the terms of this Agreement, and any other material facts relating to the proposed sale. (B) If upon receipt of a Notice pursuant to Section 7(A) above, the Investor Group desires to sell any or all of its pro rata portion ("Pro Rata Portion") of Common Stock held by the Investor Group at such time, then the Investor Group shall have the right, exercisable upon written notice (the "Co-Sale Acceptance Notice”") to each other Member (eachthe Seller, a “Co-Sale Offeree”) at least given within thirty (30) days prior after the Notice has been delivered pursuant to making such Transfer describing the general terms and conditions of the proposed TransferSection 7(A) above, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at proposed sale of the same price and on Offered Shares pursuant to the same terms and conditions specified in the (C) If no Co-Sale Acceptance Notice is received by delivering the Seller during the 30-day period referred to in Section 7(B) above, then the Seller shall have the right to sell the Offered Shares to the Proposed Transferee at any time within 120 days after the date of the Notice, subject to the other provisions of this Agreement. Any such sale to the Proposed Transferee shall be at the price and upon the terms and conditions specified in the Notice. Any Offered Shares not sold within such 120 day period shall continue to be subject to the requirements of this Section 7. (D) Notwithstanding anything to the contrary contained in Sections 7(A) through 7(C) above, if at any time, a Management Group Stockholder desires to sell, directly or indirectly, in one or a series of related transactions, more than forty nine percent (49%) of the aggregate number of Shares owned or controlled by such Management Group Stockholder at such time pursuant to a bona fide offer or offers from a third party or parties (the "Management Group Proposed Transferee"), such Management Group Stockholder shall submit a written notice (the "Management Group Notice") of such proposed sale of such Shares (the "Management Group Offered Shares") to the Selling Member Investor Group. The Management Group Notice shall disclose the identity of the Management Group Proposed Transferee, the Management Group Offered Shares proposed to be sold, the total number of Shares owned by the Management Group Stockholder, the terms and conditions, including price, of the proposed sale, that the Proposed Transferee has been informed of the rights and obligations provided for in this Section 7 and has agreed to purchase the Management Group Offered Shares in accordance with the terms of this Agreement, and any other material facts relating to the proposed sale. (E) If upon receipt of a Management Group Notice pursuant to Section 7(D) above, the Investor Group desires to sell any or all of the Investor Group's Shares, then the Investor Group shall have the right, exercisable upon written notice (the "Management Co-Sale Acceptance Notice") to the Management Group Stockholder, given within fifteen thirty (1530) days after delivery the Management Group Notice has been delivered pursuant to Section 7(D) above, to participate in the proposed sale of the Management Group Offered Shares pursuant to the terms and conditions specified in the Management Group Notice, and the Management Group Stockholder shall require the Management Group Proposed Transferee designated in the Management Group Notice to purchase any or all of the Investor Group's Shares. The Management Co-Sale Notice, which notice Acceptance Notice shall specify state the percentage number of its Units that such Co-Sale Offeree desires Shares the Investor Group proposes to include in such proposed Transfer, provided that such percentage shall not exceed sale to the Proposed Management Group Transferee (the "Management Co-Sale Participation PercentageShares"). Any such sale by the Investor Group shall be at the same price per share (including type of consideration) paid by the Management Group Proposed Transferee and otherwise on identical terms and conditions as received by the Management Group Stockholder in its sale to (F) If a no Management Group Co-Sale Offeree does not give such notice prior Acceptance Notice is received by the Management Group Stockholder during the 30-day period referred to the expiration of the fifteen (15)-day period for giving such noticein Section 7(E) above, then the Selling Member may Transfer Management Group Stockholder shall have the Co-Sale Units right to any Person on terms and conditions that are no more favorable sell the Management Group Offered Shares to the Selling Member than those set forth in the Co-Sale Notice Management Group Proposed Transferee at any time within ninety (90) 120 days after expiration the date of the Management Group Notice, subject to the other provisions of this Agreement. Any such fifteen sale to the Management Group Proposed Transferee shall be at the price and upon the terms and conditions specified in the Management Group Notice. Any Management Group Offered Shares not sold within such 120-day period shall continue to be subject to the requirements of this Section 7. (15)-day period for giving notice G) In the event that any Management Group Stockholder desires to transfer, in the aggregate, at any time or from time to time 20% (providedtwenty percent) or less of the aggregate number of Shares held by such Management Group Stockholder, that if any governmental or other third party approval is required the Investor Group shall have no rights with respect to such Transfertransfer. Notwithstanding anything to the contrary contained in this Section 7, then such period shall be extended until a reasonable time after such approvals are obtained). Any the foregoing Co-Sale Units rights shall not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior apply to any subsequent TransferShares that are offered for sale or are sold in a public market transaction. (bA) To Right of the extent that Investor Group to Elect Board Member. So long as at least 750,000 of the issued and outstanding shares of Common Stock (including shares obtainable upon exercise of the Warrants) are held by the Investor Group, the Investor Group shall have the right to nominate one or more Co-Sale Offerees exercises its right member of participation pursuant the Board of Directors, and the Company, the Management Group Stockholders and the Investor Group agree to Section 11.15(a)take any and all action, thenincluding voting all of their shares of Common Stock, at which may be necessary to cause the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal election to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage Board of Directors of the total Units proposed person nominated by the Investor Group (the "Fund Director"). The Investor Group shall have the right to be sold in require the Transfer, resignation of its nominee and his or her replacement with another nominee of the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15Investor Group. (cB) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage Right of the total Units proposed Management Group Stockholders to be sold in Elect Board Members. The Management Group Stockholders and the Transfer Fund agree that (ori) Shamxx Xxxestment, if lessA.E.C. shall have the right to nominate two members of the Board of Directors; (ii) BigBurger Ltda. shall have the right to nominate one member of the Board of Directors; and (iii) Lawrxxxx Xxxxxxxx, Xxhn Xxxxxxx, Xxrrx Xxxxxx xxx Barrx X, Ridixxx (xxe "Bursxxxx Xxxup"), shall have the right, as a group, to nominate two members of the Board of Directors. The Company, the percentage Management Group Stockholders and the Investor Group agree to take any and all action, including voting all of its Units that such Co-Sale Offeree requested their shares of Common Stock, which may be necessary to Transfer to such transferee) on cause the same price, terms and conditions as would be applicable in a direct sale of such Units election to the proposed transfereeBoard of Directors of the person nominated by each of Shamxx Xxxestment, A.E.C., BigBurger Ltda. The Selling Member will endeavor to facilitate and the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soBursxxxx Xxxup.

Co-Sale Rights. (aA) In the event If at any Member time a Purchaser desires to sell all or any part of its Common Stock or Preferred Stock ("Purchaser's Shares") pursuant to a bona fide offer from a third party (for purposes of this Section 11.1511, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15also a "Proposed Transferee"), the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member such Purchaser shall deliver a written notice (the “Co-Sale "Notice”") of such proposed sale of such Purchaser's Shares (for purposes of this Section 11, also "Offered Shares") to each the other Member Purchaser. The Notice shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Purchaser's Shares owned by such Purchaser, the terms and conditions, including price, of the proposed sale, that the proposed buyer has been informed of the rights and obligations provided for in this Section 11 and has agreed to purchase Offered Shares in accordance with the terms of this Agreement, and any other material facts relating to the proposed sale. (eachB) (i) If a Purchaser elects not to purchase any Offered Shares pursuant to Section 10 above; or (ii) if upon receipt of a Notice pursuant to Section 11(A) above, a “Co-such Purchaser desires to sell any of such Purchaser's Shares, then such Purchaser shall have the right, exercisable upon written notice (the "Co- Sale Offeree”Acceptance Notice") at least to the selling Founder or Purchaser, as applicable, given within thirty (30) days prior after the Offer or Notice, as applicable has been delivered pursuant to making such Transfer describing the general terms and conditions of the proposed TransferSection 10 or 11(A) above, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at proposed sale of Offered Shares pursuant to the same price and on the same terms and conditions by delivering written notice specified in the Offer or Notice, as applicable, and the selling Founder or Purchaser, as applicable, shall require the Proposed Transferee designated in the Offer or Notice, as applicable, to purchase from such Founder or Purchaser up to the Selling Member within fifteen number of whole shares of Common Stock or Preferred Stock, as applicable, equal to the product of (15i) days after delivery the total number of Offered Shares to be transferred in such proposed sale as specified in the Offer or Notice, as applicable, and (ii) a fraction, the numerator of which (a) in the case of Offered Shares which are Common Stock, is the number of outstanding shares of Common Stock held by such Purchaser (including any Common Stock issuable to such Purchaser upon the conversion or exchange of any Purchaser's Shares convertible or exchangeable into Common Stock) or (b) in the case of Offered Shares which are Preferred Stock, is the number of outstanding shares of Preferred Stock held by such Purchaser, and the denominator of which (c) in the case of Offered Shares which are Common Stock, is the total number of shares of Common Stock (on a fully- diluted basis) then outstanding or (d) in the case of Offered Shares which are Preferred Stock, is the total number of shares of Preferred Stock (on a fully- diluted basis) then outstanding. The Co-Sale Notice, which notice Acceptance Notice shall specify state the percentage number of its Units that shares such Co-Sale Offeree desires Purchaser proposes to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior sale to the expiration of the fifteen Proposed Transferee (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable up to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration number of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (shares as such period may be extended calculated pursuant to the immediately preceding sentence). Any such sale by such Purchaser shall be at the same price per share (including price and type of consideration) received by the Proposed Transferee and otherwise on identical terms and conditions as received by the selling Founder or Purchaser, as the case may be, in its sale to the Proposed Transferee. In the event that the Proposed Transferee does not purchase shares of Common Stock and/or Preferred Stock from Purchasers who have timely delivered a Co-Sale Acceptance Notice as required by this Section 11, then the selling Founder or Purchaser, as the case may be, shall again not be permitted to, and shall not, sell any Offered Shares to the Proposed Transferee in the proposed sale. (C) If no Co-Sale Acceptance Notice is received by the selling Founder or Purchaser, as the case may be, during the 30-day period referred to in Section 11(A) above, then such Founder or Purchaser, as the case may be, shall have the right to sell the Offered Shares at any time within six months after the date the Offer or Notice, as the case may be was delivered, subject to the other provisions of this Agreement. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer or Notice, as applicable. Any Offered Shares not sold within such six- month period shall continue to be subject to the provisions requirements of Section 10 and this Section 11.15 prior to any subsequent Transfer11. (bD) To Notwithstanding the extent that one foregoing, this Section 11 shall not apply to any Transfer by any Purchaser or more Co-Sale Offerees exercises its right Founder of participation pursuant Shares: (i) to Section 11.15(a)such Purchaser's or Founder's affiliates, thenmembers of such Purchaser's or Founder's immediate family, at the Selling Member’s optionfamily trusts or Purchasers, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to (ii) constituting a percentage equal to the Selling Member’s gift or the participating Co-Sale Offeree’s gifts, or (as applicableiii) pro rata percentage constituting less than 1% of the total Units proposed outstanding class of Shares to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15Transferred. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. Except with respect to Transfers made in accordance with Section 3.1(e) hereof, but subject to the procedures set forth in Section 3.3 of the Investor Rights Agreement with respect to Transfers of shares of Capital Stock by the Investors or a Two Percent Stockholder, if any one or more of the Investors or Two Percent Stockholders (a) In the event any Member (for purposes of this Section 11.15, the “Selling MemberHolder(s)”) proposes in a single transaction or series of related transactions to Transfer all or any portion to a third party that is not a stockholder of its Units the Company, shares of Capital Stock which, in the aggregate, represents more than fifty percent (for purposes 50%) of the shares of Capital Stock of the Company on a fully diluted basis (a “Transaction”), then such Selling Holder(s) shall refrain from effecting a Transaction unless, prior to the consummation thereof, each Stockholder and Two Percent Stockholder other than the Selling Holder(s) shall have been afforded the opportunity to join in such Transfer as hereinafter provided. Any purported Transfer subject to this Section 11.15, 3.1(d) not made in compliance with this Section 3.1(d) shall be void and shall not be recorded upon the “Co-Sale Units”books and records of the Company. (i) other than pursuant Prior to a Permitted Transferthe consummation of any Transaction, the Selling Member Holder(s) shall deliver a written notice cause each Person or Persons that propose to acquire shares of Capital Stock in the Transaction (the “Co-Sale NoticeProposed Purchaser(s)”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred offer (the “Co-Sale Participation PercentagePurchase Offer”). Each Co-Sale Offeree may elect ) in writing to participate in each other Stockholder and Two Percent Stockholder to purchase that number of shares of Capital Stock from each such other Stockholder and Two Percent Stockholder that constitutes the contemplated Transfer same percentage of the aggregate shares of Capital Stock held by such other Stockholder or Two Percent Stockholder as the percentage determined by dividing the number of shares of Capital Stock to be purchased from the Selling Holder(s) by the aggregate number of shares of Capital Stock held by the Selling Holder(s) at the same price per share (on an as converted basis) (the “Joining Price”), and on the same such other terms and conditions by delivering written notice (the “Joining Terms”), as the Proposed Purchaser(s) has offered to the Selling Member within fifteen (15) days after delivery purchase shares of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires Capital Stock to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred sold by the Selling Member during Holder(s). Each Stockholder and Two Percent Stockholder shall have at least 30 days after the receipt of the Purchase Offer in which to accept the Purchase Offer. (ii) The provisions of this Section 3.1(d) shall not apply to a sale of shares of Capital Stock in a Qualified Public Offering. In connection with a Transfer subject to this Section 3.1(d), the Selling Holder(s) shall notify each Person in such ninety Transfer that is not a party to this Agreement that such Transfer is subject to this Agreement and shall ensure that no Transfer is consummated without compliance with this Section 3.1(d) or otherwise with this Agreement. (90)-day period iii) The provisions of this Section 3.1(d) shall terminate upon the completion by the Company of a Qualified Public Offering. (as iv) As a precondition of a Transfer subject to this Section 3.1(d), the purchaser of such period may be extended pursuant shares shall become a party to this Agreement by executing and delivering to the immediately preceding sentence) Company an Instrument of Adherence, shall again be a “Stockholder,” “Investor” or “Two Percent Stockholder” under this Agreement, to the extent applicable, shall be subject to the provisions of this Section 11.15 prior Agreement and such shares shall continue to any subsequent Transferbe subject to the provisions of this Agreement. (bv) To Notwithstanding anything contained herein to the extent that one contrary: (i) nothing in this Section 3.1(d) shall reduce or more Cootherwise affect the rights and obligations of the Investors and any Two Percent Stockholder under the Investor Rights Agreement; and (ii) Stockholders and Two Percent Stockholders holding a majority-Sale Offerees exercises its right in-interest of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage outstanding shares of Units that the Selling Member Capital Stock as among all Stockholders and each other participating Co-Sale Offeree may sell Two Percent Stockholders in the transaction aggregate shall be reduced below have the applicable Co-Sale Participation Percentage right to waive the applicability of this Section 3.1(d) to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the particular Transfer, or the aggregate Units to be sold which waiver shall bind all Stockholders and Two Percent Stockholders in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer relation to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (aA) In the event If at any Member time a Purchaser desires to sell all or any part of its Common Stock or Preferred Stock ("Purchaser's Shares") pursuant to a bona fide offer from a third party (for purposes of this Section 11.1511, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15also a "Proposed Transferee"), the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member such Purchaser shall deliver a written notice (the “Co-Sale "Notice”") of such proposed sale of such Purchaser's Shares (for purposes of this Section 11, also "Offered Shares") to each the other Member Purchaser. The Notice shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Purchaser's Shares owned by such Purchaser, the terms and conditions, including price, of the proposed sale, that the proposed buyer has been informed of the rights and obligations provided for in this Section 11 and has agreed to purchase Offered Shares in accordance with the terms of this Agreement, and any other material facts relating to the proposed sale. (eachB) (i) If a Purchaser elects not to purchase any Offered Shares pursuant to Section 10 above; or (ii) if upon receipt of a Notice pursuant to Section 11(A) above, a “Co-such Purchaser desires to sell any of such Purchaser's Shares, then such Purchaser shall have the right, exercisable upon written notice (the "Co- Sale Offeree”Acceptance Notice") at least to the selling Founder or Purchaser, as applicable, given within thirty (30) days prior after the Offer or Notice, as applicable has been delivered pursuant to making such Transfer describing the general terms and conditions of the proposed TransferSection 10 or 11(A) above, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at proposed sale of Offered Shares pursuant to the same price and on the same terms and conditions by delivering written notice specified in the Offer or Notice, as applicable, and the selling Founder or Purchaser, as applicable, shall require the Proposed Transferee designated in the Offer or Notice, as applicable, to purchase from such Founder or Purchaser up to the Selling Member within fifteen number of whole shares of Common Stock or Preferred Stock, as applicable, equal to the product of (15i) days after delivery the total number of Offered Shares to be transferred in such proposed sale as specified in the Offer or Notice, as applicable, and (ii) a fraction, the numerator of which (a) in the case of Offered Shares which are Common Stock, is the number of outstanding shares of Common Stock held by such Purchaser (including any Common Stock issuable to such Purchaser upon the conversion or exchange of any Purchaser's Shares convertible or exchangeable into Common Stock) or (b) in the case of Offered Shares which are Preferred Stock, is the number of outstanding shares of Preferred Stock held by such Purchaser, and the denominator of which (c) in the case of Offered Shares which are Common Stock, is the total number of shares of Common Stock (on a fully- diluted basis) then outstanding or (d) in the case of Offered Shares which are Preferred Stock, is the total number of shares of Preferred Stock (on a fully- diluted basis) then outstanding . The Co-Sale Notice, which notice Acceptance Notice shall specify state the percentage number of its Units that shares such Co-Sale Offeree desires Purchaser proposes to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior sale to the expiration of the fifteen Proposed Transferee (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable up to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration number of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (shares as such period may be extended calculated pursuant to the immediately preceding sentence). Any such sale by such Purchaser shall be at the same price per share (including price and type of consideration) received by the Proposed Transferee and otherwise on identical terms and conditions as received by the selling Founder or Purchaser, as the case may be, in its sale to the Proposed Transferee. In the event that the Proposed Transferee does not purchase shares of Common Stock and/or Preferred Stock from Purchasers who have timely delivered a Co-Sale Acceptance Notice as required by this Section 11, then the selling Founder or Purchaser, as the case may be, shall again not be permitted to, and shall not, sell any Offered Shares to the Proposed Transferee in the proposed sale. (C) If no Co-Sale Acceptance Notice is received by the selling Founder or Purchaser, as the case may be, during the 30-day period referred to in Section 11(A) above, then such Founder or Purchaser, as the case may be, shall have the right to sell the Offered Shares at any time within six months after the date the Offer or Notice, as the case may be was delivered, subject to the other provisions of this Agreement. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer or Notice, as applicable. Any Offered Shares not sold within such six- month period shall continue to be subject to the provisions requirements of Section 10 and this Section 11.15 prior to any subsequent Transfer11. (bD) To Notwithstanding the extent that one foregoing, this Section 11 shall not apply to any Transfer by any Purchaser or more Co-Sale Offerees exercises its right Founder of participation pursuant Shares: (i) to Section 11.15(a)such Purchaser's or Founder's affiliates, thenmembers of such Purchaser's or Founder's immediate family, at the Selling Member’s optionfamily trusts or Purchasers, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to (ii) constituting a percentage equal to the Selling Member’s gift or the participating Co-Sale Offeree’s gifts, or (as applicableiii) pro rata percentage constituting less than 1% of the total Units proposed outstanding class of Shares to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15Transferred. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes that either Flax or Xxxxxxxxxx desire to Transfer all or individually at least ten percent (10%) (on an as converted-to common basis and without giving effect to any portion accumulated dividends on the then outstanding shares of its Units Series A Preferred Stock) of his Shares to a single Transferee (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to any Permitted Transferee), in a Permitted single transaction, or in one or more transactions to multiple Transferees that are related parties, then Flax or Xxxxxxxxxx (as applicable) shall give written notice to the CPK Parties indicating (i) the identity and address of the proposed Transferee, (ii) the form and amount of consideration to be paid for such Shares, (iii) the anticipated closing date of such Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”iv) to each all other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the such proposed Transfer, including representations and warranties to be given to the purchase price for the Co-Sale Unitsproposed Transferee and similar provisions, and (v) if such an agreement has been prepared, the proposed purchaser(s), the closing date for the sale and the portion form of the Selling Member’s Units agreement pursuant to which such Transfer is to be Transferred (the “Co-Sale Participation Percentage”)made, together with all ancillary documents referred to in such agreement. Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within The CPK Parties shall have fifteen (15) days after delivery such notice is deemed delivered to elect to participate in the proposed Transfer by giving written notice to Flax or Xxxxxxxxxx (as applicable) within such fifteen (15) day period. Each CPK Party electing to participate in the Transfer shall be entitled to sell to the prospective Transferee a number of Shares equal to the total number of Shares which Flax or Xxxxxxxxxx (as applicable) proposed to Transfer multiplied by the quotient of (a) the number of Shares owned by such CPK Party as of the Co-Sale Noticedate notice is given as provided in the first sentence of this Section 4.2(a), which notice shall specify divided by (b) the percentage aggregate number of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration Shares owned by Flax or Xxxxxxxxxx (as applicable) and all of the fifteen (15)-day period for giving such notice, then CPK Parties electing to participate in the Selling Member may Transfer. Such Transfer by a CPK Party shall be on substantially the Co-Sale Units to any Person on same terms and conditions as the Transfer by Flax or Xxxxxxxxxx (as applicable), and such CPK Party shall only be required to make representations and warranties and agree to covenants and indemnities that are no more favorable substantially similar to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety made by Flax or Xxxxxxxxxx (90as applicable) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such TransferCPK Parties' ownership of such Shares and those matters necessary for such CPK Parties' to be able to effectuate the Transfer of such Shares to such proposed Transferee, then including, without limitation, representations and warranties relating to such CPK Parties' authorization to transfer such Shares, and that the Transfer of such Shares by such CPK Parties will not (y) require any third party consent or (z) conflict with or result in a violation or breach or default of any contract to which such CPK Parties are a party or any governmental law, rule, ordinance or regulation. The failure of any CPK Party to give written notice of election to participate within the fifteen (15) day period described above in this Section 4.2(a) shall be extended until a reasonable time after such approvals are obtained)deemed an election not to participate. Any Co-Sale Units not Transferred by In the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent event that one or more Co-Sale Offerees exercises its right of participation pursuant CPK Party elects to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold participate in the Transfer, or as provided in Section 4.2(a) above, the aggregate Units to be sold in the transaction Transfer shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offereescompleted, unless the Selling Member acquires from each such participating Co-Sale Offeree (on in accordance with the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold notice given as provided in the Transfer (orfirst sentence of Section 4.2(a), if lessprovided, however, that each electing CPK Party shall have the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes right to include in such interests Transfer a number of Shares determined as provided in Section 4.2(a). In the event that no Remaining Shareholders elect to participate in the Transfer, but neither Flax or Xxxxxxxxxx (as applicable) may complete the Selling Member nor any other Person shall be liable if Transfer in accordance with the prospective transferee declines to do soterms set forth in the notice given as provided in the first sentence of Section 4.2(a).

Co-Sale Rights. (a) In the event that a JHC Management Shareholder or Purchaser does not elect to purchase any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than Offered Shares pursuant to a Permitted TransferSection 8.1(c) above, such JHC Management Shareholder or Purchaser shall have the Selling Member shall deliver a written notice right (to the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(sextent set forth below), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering exercisable upon written notice to the Selling Member Holder and the Company within fifteen ten (1510) days after delivery receipt of the CoPurchase Offer Notice (“Tag-along Election”), to participate in the Selling Holder’s sale or other Transfer of the Offered Shares pursuant to the specified terms and conditions of such Purchase Offer Notice. To the extent the JHC Management Shareholder or Purchasers exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Holder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of co-sale of the JHC Management Shareholder or Purchasers shall be subject to the following terms and conditions: (a) As soon as practicable after the receipt of the Tag-along Election from the JHC Management Shareholder or Purchaser, the Company shall notify the Selling Holder and each JHC Management Shareholder or Purchaser that has submitted the Tag-along Election (“Tag-along Offeree”) of the number of Shares such Tag-along Offeree is obligated to sell or otherwise dispose of pursuant to this Section 8.2, such number to be calculated in accordance with Sections 8.2(b). Upon receipt of the notice from the Company, the Selling Holder shall notify in writing to the Company and each accepting Tag-along Offeree of the proposed date of Transfer to the Offeror (“Sale NoticeDate”), which notice shall specify not be less than ten (10) days of the percentage of its Units that such CoSale Date. The Tag-Sale along Offeree desires shall deliver to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice Selling Holder prior to the expiration Sale Date the duly endorsed certificate or certificates representing the Shares to be sold or otherwise disposed of the fifteen (15)-day period for giving pursuant to such noticeoffer by such Tag-along Offeree, then together with a limited power-of-attorney authorizing the Selling Member may Transfer the Co-Sale Units Holder to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration sell or otherwise dispose of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended Shares pursuant to the immediately preceding sentence) shall again be subject to terms of the provisions of this Section 11.15 prior to any subsequent TransferPurchase Offer Notice. (b) To Each JHC Management Shareholder or Purchaser may sell all or any part of that number of Shares owned by such JHC Management Shareholder or Purchaser that is not in excess of the extent that one or more Co-Sale Offerees exercises its right product obtained by multiplying (i) the aggregate number of participation pursuant to Section 11.15(a)Shares covered by the Purchase Offer Notice, thenby (ii) a fraction, the numerator of which is the number of Shares at the Selling Member’s optiontime owned by such JHC Management Shareholder or Purchaser, either and the percentage denominator of Units which is the sum of (X) the number of Shares then held by the JHC Management Shareholders or Purchasers that are participating in such sale, plus (Y) the total number of Shares owned the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15Holder. (c) The Selling Member shall not Transfer any Costock certificate or certificates that a Tag-Sale Units along Offeree delivers to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on Holder pursuant to Section 8.2(a) shall be transferred by the terms set forth in Selling Holder to the Co-Sale Notice) its pro rata percentage Offeror upon the consummation of the total Units proposed sale of the Shares pursuant to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable specified in a direct sale of such Units the Purchase Offer Notice, and the Selling Holder shall promptly thereafter remit to the proposed transfereerespective Tag-along Offeree that portion of the sale proceeds to which a Tag-along Offeree is entitled by reason of its participation in such sale. To the extent the Offeror prohibits such assignment or otherwise refuses to purchase shares or other securities from a Tag-along Offeree exercising rights hereunder, the Selling Holder shall not sell to such Offeror unless and until simultaneous with such sale, the Selling Holder shall purchase such shares from such Tag-along Offeree on terms consistent with the Purchase Offer. (d) The Selling Member will endeavor exercise or non-exercise of the rights of a JHC Management Shareholder or Purchaser hereunder to facilitate the purchase by any prospective transferee participate in one or more sales or other Transfers of Units held Shares made by a Co-Sale Offeree which are Selling Holder shall not eligible for co-sale adversely affect its rights to participate in subsequent sales or other Transfers of Shares by a JHC Management Shareholder or Purchaser or Permitted Transferee (collectively, the “Holder”) pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so8.2 hereof.

Co-Sale Rights. Except for Permitted Transfers pursuant to Section 3.2 or transfers to Franklin pursuant to Section 3.4, no Major Shareholder shall Transfer his Stockholder Shares (or any interest therein) in one transaction or a series of related transactions to any Person (a "Third Party") unless the following provisions in this Section 3.5 are complied with: (a) In Any Major Shareholder (the event "'Seller") making a Transfer of Stockholder Shares ("CO-SALE SHARES") to a Third Party shall deliver a Notice of Transfer to Franklin prior to making any Member (for purposes such Transfer of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “his Co-Sale Units”Shares. The Notice of Transfer will also contain (i) other than a copy of the definitive documentation pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for which the Co-Sale Units, Shares will be Transferred and (ii) confirmation that the proposed purchaser(s), the closing date for the sale and the portion Third Party has been informed of the Selling Member’s Units provisions of this Section 3.5 and has agreed to be Transferred (the “purchase any and all Co-Sale Participation Percentage”)Shares, proposed to be sold in accordance with the terms of this Section 3.5. Each Co-Sale Offeree A Notice of Transfer provided pursuant to Section 3.4 will suffice as due Notice of Transfer and will apply to Shares not acquired per Section 3.4. (b) Franklin may elect to participate in the Transfer contemplated Transfer at the same price and on the same terms and conditions by Section 3.5(a) above by delivering a written notice (an "ELECTION NOTICE") to the Selling Member Seller within fifteen ten (1510) days after delivery receipt of such Notice of Transfer, and Franklin may elect to Transfer in such contemplated Transfer up to that number of shares Common Stock (collectively referred to herein as "TAG ALONG SHARES") that is equal to the product of (a) the number of Co-Sale Shares proposed to be sold by the Seller multiplied by (b) a fraction the numerator of which is the total number of Shares owned by Franklin and the denominator of which is the total number of Stockholder Shares held by the Seller and by Franklin. If Franklin fails to deliver an Election Notice by the close of business on the tenth (10th) day after receipt of a Notice of Transfer, Franklin shall be deemed to have elected not to participate in the Transfer covered by such Election Notice. (c) If participating in a Transfer, Franklin shall deliver to the Third Party at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for Transfer, which represent the number of Tag Along Shares which Franklin elects to Transfer, and may Transfer, pursuant to this Section 3.5. Such certificates shall be transferred by the Seller to the Third Party simultaneously with the consummation of the Transfer of the Co-Sale Shares pursuant to the terms and conditions specified in the Notice of Transfer against receipt by Franklin of the proceeds of the Transfer of its Tag Along Shares. If there is to be an agreement of sale or similar instrument with respect to the proposed Transfer (a "SALE AGREEMENT"), the Seller will furnish a copy of the Sale Agreement in its then current form to Franklin with the Notice of Transfer. As promptly as practicable after receipt of an Election Notice, which notice if the Sale Agreement has not previously been executed, the Seller shall specify furnish Franklin with successive drafts of the percentage Sale Agreement, if any, as available. (d) The exercise or non exercise of its Units that such the rights of Franklin to participate in one or more Transfers of Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage Shares made by a Seller shall not exceed the adversely affect its rights to participate in subsequent Transfers of Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred Shares by the Selling Member during such ninety Major Shareholders (90)-day period (as such period may be extended pursuant to including the immediately preceding sentenceSeller) shall again be subject to which meet the provisions of conditions specified in this Section 11.15 prior to any subsequent Transfer3.5. (be) To the extent that one or more Co-Sale Offerees exercises its right of participation Any Transfer made pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction 3.5(a) shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (consummated on the terms set forth in the Notice of Transfer. The Company shall use reasonable efforts to aid such closing, including, but not limited to, exchanging Franklin's certificates for new certificates in requested denominations. (f) The Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold rights described in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and 3.5 shall not apply to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.(i) all Permitted Transfers; or (ii)

Co-Sale Rights. (a) In Subject to compliance with the event any Member (for purposes other applicable provisions of this Section 11.15Agreement, if, at any time a majority in interest of the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.158.3, the “Co-Sale UnitsTransferor(s)”) proposes to Transfer any Units (other than pursuant to a Permitted Transfer) to any Person (the “Co-Sale Transferee”), then the Selling Member Co-Sale Transferor, at least thirty (30) days prior to the closing of such Transfer, shall deliver a written notice (the “Co-Sale Notice”) to each the other Member (each, a “Members holding the same class of Units as the Units that are the subject of the Co-Sale OffereeNotice (the “Other Members”) at least thirty (30) days prior to making such Transfer describing detailing the general terms and conditions of the proposed Transfer, including the purchase price for Transfer and indicating that the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Transferee has (i) been informed of the Selling Member’s co-sale rights provided for in this Section 8.3 and (ii) agreed to purchase such Units in accordance with the terms hereof, provided, so long as a Member holds at least one of the classes of Units subject to be Transferred (the “any Co-Sale Participation Percentage”). Each Notice, such member may participate in such Co-Sale Offeree may elect Rights with respect to participate in the contemplated such class of Units. (b) The Co-Sale Transferor shall not be permitted to Transfer at the same price and on the same terms and conditions by delivering written notice any Units to the Selling Member within fifteen Co-Sale Transferee unless the Other Members are permitted to Transfer their respective Co-Sale Pro Rata Amount of the aggregate number of such Units to which the Co-Sale Notice relates, to the extent the Other Members have timely delivered a Tag-Along Notice in accordance with Section 8.3(d). (15c) The Co-Sale Transferor shall, in addition to complying with the provisions of this Section 8.3, comply with the other provisions of this Article VIII. (d) Within thirty (30) days after delivery of the Co-Sale Notice, which notice shall specify each Other Member may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires Transferor a notice (the “Tag-Along Notice”) specifying the number of Units (up to include in such proposed Transferhis, provided that such percentage shall not exceed the her or its Co-Sale Participation PercentagePro Rata Amount) with respect to which such Other Member shall exercise his, her or its rights under this Section 8.3. If a For purposes of this Section 8.3, each Other Member may aggregate his, her or its Co-Sale Offeree does not give such notice prior Pro Rata Amount among Other Members in his, her or its Group to the expiration of the fifteen (15)-day period for giving extent that such noticeOther Members in his, then the Selling Member may Transfer the hers or its Group do not elect to sell their respective Co-Sale Pro Rata Amounts. (e) Any Units required to any Person be included in a Tag-Along Notice shall be Transferred on at least the same terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) 26.1 In the event that the Transferor after having complied with the provisions of clause 24 desires to transfer any Member of the Transfer Shares (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”Shares) other than pursuant to a Permitted Transferthe Buyer, the Selling Member Transferor shall deliver a written give notice in writing to the Continuing Parties of such desire (the “Co-Sale Notice”) to each other Member (each, a “). The Co-Sale Offeree”) at least thirty (30) days prior Notice shall specify the name of the Buyer, the number of Transfer Shares proposed to making such Transfer describing be transferred, the general price and other terms and conditions of the proposed Transfer, including the purchase price for the such transfer and enclose an offer (Co-Sale Units, Offer) dated the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale NoticeNotice made by the Buyer to each of the Continuing Parties to purchase the shares in Holdco held by such Continuing Party at such time, which notice shall specify on the percentage basis that the number of its Units that such Co-Sale Offeree desires to include in such proposed TransferShares which the Transferor shall sell, provided and the number of shares that such percentage Continuing Party shall not exceed sell, shall be pro rata (based on their Shareholding Percentages) of the number of shares agreed to be purchased by the Buyer, and on terms and conditions (including price) no less favourable to such Continuing Party than those available to the Transferor. Each Continuing Party (if it so desires) may accept the Co-Sale Participation Percentage. If Offer made to it by serving on the Buyer (with a Co-Sale Offeree does not give such notice prior copy to the expiration Transferor) notice in writing of its acceptance within 14 days of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer date of the Co-Sale Units to Offer. The Transferor shall not transfer any Person on terms and conditions that are no more favorable of the Transfer Shares to the Selling Member than those set forth in Buyer unless it has complied with the provisions of this clause 26.1. 26.2 If any of the Continuing Parties accepts the Co-Sale Notice Offer within the said 14-day period: (a) completion of the sale and purchase of the relevant number of shares held by each of the Transferor and the Continuing Party(ies) shall take place within 7 days following the expiry of the 14-day period at any time the registered office of Holdco and on such date within ninety (90) days after expiration of such fifteen (15)-day 7-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by as the Selling Member during such ninety (90)-day period (as such period Transferor and the Buyer may be extended pursuant agree in writing and notified in writing to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer.Continuing Party(ies); and (b) To the extent that one or more CoTransferor shall waive its rights of pre-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell emption in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale respect of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units shares held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soContinuing Party(ies).

Co-Sale Rights. (a) In To the event any Member extent the Corporation and the Rights Holders do not exercise their respective rights of first refusal as to all of the Offered Shares pursuant to Section 3.3, then the First Offeror (a “Co-Sale Offeree” for purposes of this Section 11.15, 3.4) proposing to Transfer any Shares to any First Offeree (the “Selling Member”) proposes to Transfer all or any portion of its Units (Co-Sale Offeror” for purposes of this Section 11.153.4) shall, the “Co-Sale Units”at least 30 days before such Transfer: (i) other than pursuant to Deliver a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each the Rights Holders (other Member than Xxxxx Xxxxxx and XxXxxxxxx) (eachcollectively, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Rights Holders” for purposes of this Section 3.4) that sets forth substantially the same information as the First Offer in Section 3.3(a)(i) hereof; provided, however, that such Co-Sale Notice shall indicate that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 3.4 and has agreed to purchase Shares in accordance with the terms hereof. (ii) The Co-Sale Offeree may elect to participate in the contemplated shall not Transfer at the same price and on the same terms and conditions by delivering written notice any Shares to the Selling Member within fifteen Co-Sale Offeror unless the Co-Sale Rights Holders are permitted to Transfer their respective Pro Rata Amount (15based upon the aggregate number of Shares of the Corporation outstanding at such time and held by all Co-Sale Rights Holders (other than the Co-Sale Offeror)) of the aggregate number of Shares to which the Co-Sale Offer relates. (b) The Co-Sale Offeree shall, in addition to complying with the provisions of this Section 3.4, comply with the other provisions of this Article III (it being understood that the notice contemplated by Section 3.3(a)(i) and the Co-Sale Notice contemplated by this Section 3.4 may be included in a single notice). (c) Within 30 days after delivery of the Co-Sale Notice, which notice shall specify each Co-Sale Rights Holder may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires a notice (the “Tag-Along Notice”) specifying the number of Shares (up to include in his, her or its Pro Rata Amount (based upon the aggregate number of Shares of the Corporation outstanding at such proposed Transfer, provided that such percentage shall not exceed time and held by all Co-Sale Rights Holders (other than the Co-Sale Participation Percentage. If a Offeror)) with respect to which such Co-Sale Offeree does not give such notice prior to the expiration Rights Holder shall exercise his, her or its rights under this Section 3.4. For purposes of the fifteen (15)-day period for giving such noticethis Section 3.4, then the Selling Member may Transfer the each Co-Sale Units to any Person on terms and conditions that are no more favorable Rights Holder may aggregate his, her or its Pro Rata Amount among other Co-Sale Rights Holders in his, her or its Group to the Selling Member than those set forth extent that such other Co-Sale Rights Holders in the his, hers or its Group do not elect to sell their respective Pro Rata Amounts. (d) Any Shares requested to be included in any Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals Transferred on at least the same terms and conditions as are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice. (e) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such The Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable rights contained in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and 3.4 shall not apply to Transfers made to members of the extent such Co-Sale Offeree wishes Transferor’s Group, provided that the Transferee agrees to include such interests in be bound by the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do sorestrictions of this Agreement.

Co-Sale Rights. 4.1 Stockholder Co-Sale Rights (a) In All Common Shares and Preferred Shares now or hereafter owned by Investor shall be subject to the event any Member terms and conditions of this Section 4 (for the "Co-Sale Rights") For purposes of this Section 11.154, the “Selling Member”) proposes Preferred Shares shall be deemed to Transfer all or represent the number of Common Shares into which such Preferred Shares are convertible at the time any portion of its Units (for purposes of this Section 11.15, the “Common Stockholders exercise their Co-Sale Units”Rights. (b) other than If Investor desires to sell any of its Common Shares pursuant to any transaction to a Permitted Transferbuyer or affiliated group of buyers who are not Affiliates of the Investor, Investor shall notify the Selling Member shall deliver a written Common Stockholders in writing of such intended sale at least 30 days prior to the proposed date thereof, which notice (the “a "Co-Sale Notice”") to each shall describe in reasonable detail the terms of the sale, including, without limitation, the name and address of the prospective buyer, the purchase price and other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of payment (or the proposed Transfer, including basis for determining the purchase price for and other terms and conditions), the date on or about which such sale is to be consummated, and the number of Common Shares to be sold (the "Investor Co-Sale Shares"). If any Common Stockholder desires to exercise its Co-Sale Rights under this Section 4.1, such Common Stockholder(s) (the "Co-Sale Stockholders") shall notify the Investor in writing within 25 days after receipt of a Co-Sale Notice that it will sell to either the buyer named in the Co-Sale UnitsNotice or to the Investor, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and Investor's option, a number of Common Shares on the same terms and conditions by delivering written notice to as the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms Investor set forth in the Co-Sale Notice. be maximum number of Common Shares that each Co-Sale Stockholder shall be entitled to sell hereunder (which Common Shares are sometimes hereinafter referred to as "Co-Sale Rights Share's) its pro rata percentage shall be that number of Common Shares (rounded to the nearest whole number, rounding .5 up) equal to the product obtained by multiplying (i) the number of Investor Co-Sale Shares by (ii) a fraction the numerator of Which is the total Units proposed to be sold in the Transfer (or, if less, the percentage number of its Units that Common Shares owned by such Co-Sale Offeree requested to Transfer to such transfereeStockholders at the time the sale and the denominator of which is the total number of Common Shares owned by the Inventor and all of the Co-Sale Stockholders at the time of the sale. At the Investor's option, (i) on the Investor shall buy, under the same price, terms and conditions as set forth in the Co-Sale Notice, all or any part of the Co-Sale Rights Shares which the Co-Sale Stockholder would be applicable in a direct sale of such Units have been authorized to sell to the proposed transferee. The Selling Member will endeavor prospective buyer of the Investor Co-Sale Shares under the preceding provisions of this subparagraph; provided, however that the Investor shall not be required to facilitate the purchase by any prospective transferee of Units held by Common Shares from a Co-Sale Offeree which are not eligible Stockholder or to assign thereto any portion of its interest in the agreement of sale if the proposed sale fails to be consummated for coany reason; and provided, further, that upon an assignment to a Co-Sale Stockholder of any portion of the Investor's interest in an agreement of sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes Stockholder shall assume and hold the Investor harmless from, the obligations under the agreement of sale with respect to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soportion so assigned.

Co-Sale Rights. (a) In If the event any Member (Offer described in Section 4.04 is for purposes a number of this Section 11.15Offered Securities such that, as a result of such Transfer, the “Third Party Offeror, together with any of its Affiliates (other than VIP or any of its Controlled Affiliates), would beneficially hold a Controlling Interest in the Company, and the other Shareholders do not elect to purchase in the aggregate all of the Offered Securities pursuant to Section 4.05, and either (i) the Selling Member”Shareholder does not exercise its Required Sale Right in respect of such Transfer or (ii) proposes the number of Securities of each other Shareholder, respectively, with regard to which such Selling Shareholder exercises its Required Sale Right ("Required Sale Securities") is less than all of the Securities owned, respectively, by each other Shareholder, then each other Shareholder shall have the right, exercisable by written notice to the Selling Shareholder (a "Co-Sale Notice") within sixty (60) days from 22 <PAGE> delivery by the Selling Shareholder of the Offer Notice, to elect to sell in the proposed Transfer of Offered Securities to such Third Party Offeror, all or any portion of such other Shareholder's Securities free and clear of any Liens other than obligations under this Agreement (other than any Required Sale Securities); provided, however, that neither Eco -------- ------- Telecom nor its Units Permitted Transferees which are Affiliates (for purposes other than VIP or any of its Controlled Affiliates) shall have any rights under this Section 11.154.07 (but shall remain subject to all obligations hereunder) if there has been an Eco Telecom Contribution Default; provided, that if such -------- Eco Telecom Contribution Default is caused by any Specified Legislation which prevents the “Second Closing, any rights granted to Eco Telecom pursuant to this Section 4.06 shall not be suspended. The Transfer of Securities by the other Shareholders pursuant to a Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member Notice shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) be at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions set forth in the Offer Notice; provided, however, that, notwithstanding the foregoing, -------- ------- if the Third Party Offeror identified in the Offer Notice, together with any of its Affiliates (other than VIP or any of its Controlled Affiliates), beneficially holds a Controlling Interest in the Company as a result of more than one Transfer of Securities by delivering written notice the same Selling Shareholder and/or its Affiliates, then the purchase price of the Transferred Securities pursuant to such Co-Sale Notice shall be paid to each other respective Shareholder in cash in an amount equal to the Selling Member within fifteen greatest of (15x) days after the purchase price per share stated in any applicable Offer Notice, (y) the highest purchase price per share paid by the Third Party Offeror in any such Transfer and (z) the Fair Market Value per share of the Securities as of the date of delivery of any applicable Offer Notice. Failure of any of the other Shareholders to provide a Co-Sale Notice within such sixty (60) day period shall be deemed an election by such Shareholder not to participate in the proposed Transfer pursuant to this Section 4.07. (b) In the event any of the other Shareholders gives a Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer Shareholder shall have the Co-option to (i) cause the Third Party Offeror to purchase both the Offered Securities (including any Required Sale Units Securities) and the additional Securities to any Person on terms and conditions that are no more favorable be Transferred by such other Shareholders pursuant to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety or (90ii) days after expiration of cancel such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant Transfer to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferThird Party Offeror. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In If any Stockholder (the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “"Co-Sale Units”Offeree") other than pursuant a Management Stockholder receives an offer to a Permitted TransferTransfer any Shares to any Third Party (the "Co-Sale Offeror"), the Selling Member shall deliver Co-Sale Offeree shall, at least 30 days before such Transfer: (i) Deliver a written notice (the “"Co-Sale Notice”") to each the Rights Holders other Member (eachthan the Management Stockholders that sets forth substantially the same information as the First Offer in Section 3.3(a)(i) hereof; provided, a “however, that such Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for Notice shall indicate that the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Offeror has been informed of the Selling Member’s Units co-sale rights provided for in this Section 3.4and has agreed to be Transferred purchase Shares in accordance with the terms hereof. (the “Co-Sale Participation Percentage”). Each ii) The Co-Sale Offeree may elect to participate in the contemplated shall not Transfer at the same price and on the same terms and conditions by delivering written notice any Shares to the Selling Member within fifteen Co-Sale Offeror unless the Rights Holders are permitted to Transfer their respective Pro Rata Amount (15based upon the aggregate number of Shares of the Corporation outstanding at such time and held by all Rights Holders (other than the Co-Sale Offeror)) of the aggregate number of Shares to which the -Co-Sale Offer relates. (b) The Co-Sale Offeree shall, in addition to complying with the provisions of this Section 3.4, comply with the other provisions of this Article III (it being understood that the notice contemplated by Section 3.3(a)(i) and the Co-Sale Notice contemplated by this Section 3.4 may be included in a single notice). (c) Within 30 days after delivery of the Co-Sale Notice, which notice shall specify each Rights Holder may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires a notice (the "Tag-Along Notice") specifying the number of Shares (up to include his, her or its Pro Rata Amount (based upon the aggregate number of Shares of the Corporation outstanding at such time) with respect to which such Rights Holder shall exercise his, her or its rights under this Section 3.4. For purposes of this Section 3.4, each Rights Holder may aggregate his, her or its Pro Rata Amount among other Rights Holders in such proposed Transferhis, provided her or its Group to the extent that such percentage shall other Rights Holders in his, hers or its Group do not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior elect to the expiration of the fifteen sell their respective Pro Rata Amounts. (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units d) Any Shares requested to be included in any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals Transferred on at least the same terms and conditions as are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice. (e) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such The Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable rights contained in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and 3.4 shall not apply to Transfers made to members of the extent such Co-Sale Offeree wishes Transferor's Group, provided that the Transferee agrees to include such interests in be bound by the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do sorestrictions of this Agreement.

Co-Sale Rights. (aA) In If at any time one or more Management Group Stockholders (the event any Member "Seller") desires to sell, directly or indirectly, in one or a series of related transactions, more than twenty percent (for purposes 20%) of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion aggregate number of its Units (for purposes of this Section 11.15, Shares held by the “Co-Sale Units”) other than Seller at such time pursuant to a Permitted Transferbona fide offer or offers from a third party or parties (the "Proposed Transferee"), the Selling Member Seller shall deliver submit a written notice (the “"Notice") of such proposed sale of such Shares (the "Offered Shares") to the Investor Group. The Notice shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Shares owned by the Seller, the terms and conditions, including price, of the proposed sale, that the Proposed Transferee has been informed of the rights and obligations provided for in this Section 7 and has agreed to purchase the Offered Shares in accordance with the terms of this Agreement, and any other material facts relating to the proposed sale. (B) If upon receipt of a Notice pursuant to Section 7(A) above, the Investor Group desires to sell any or all of its pro rata portion ("Pro Rata Portion") of Common Stock held by the Investor Group at such time, then the Investor Group shall have the right, exercisable upon written notice (the "Co-Sale Acceptance Notice”") to each other Member (eachthe Seller, a “Co-Sale Offeree”) at least given within thirty (30) days prior after the Notice has been delivered pursuant to making such Transfer describing the general terms and conditions of the proposed TransferSection 7(A) above, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at proposed sale of the same price and on Offered Shares pursuant to the same terms and conditions by delivering written notice specified in the proposed sale of the Offered Shares pursuant to the Selling Member within fifteen (15) days after delivery terms and conditions specified in the Notice, and the Seller shall require the Proposed Transferee designated in the Notice to purchase any or all of the Investor Group's Pro Rata Portion of Common Stock. The Co-Sale Notice, which notice Acceptance Notice shall specify state the percentage number of its Units that such Co-Sale Offeree desires Shares the Investor Group proposes to include in such proposed Transfersale to the Proposed Transferee (the "Co-Sale Shares"). Any such sale by the Investor Group shall be at the same price per share (including type of consideration) paid by the Proposed Transferee and otherwise on identical terms and conditions as received by the Seller in its sale to the Proposed Transferee; provided, provided however, that such percentage shall not exceed if the Proposed Transferee is unable or unwilling to purchase the Co-Sale Participation Percentage. Shares from the Investor Group, the total number of Shares to be sold to such Proposed Transferee shall be allocated between the Seller and the Investor Group on a pro rata basis. (C) If a no Co-Sale Offeree does not give such notice prior Acceptance Notice is received by the Seller during the 30-day period referred to the expiration of the fifteen (15)-day period for giving such noticein Section 7(B) above, then the Selling Member may Transfer Seller shall have the Co-Sale Units right to any Person on terms and conditions that are no more favorable sell the Offered Shares to the Selling Member than those set forth in the Co-Sale Notice Proposed Transferee at any time within ninety 120 days after the date of the Notice, subject to the other provisions of this Agreement. Any such sale to the Proposed Transferee shall be at the price and upon the terms and conditions specified in the Notice. Any Offered Shares not sold within such 120 day period shall continue to be subject to the requirements of this Section 7. (90D) Notwithstanding anything to the contrary contained in Sections 7(A) through 7(C) above, if at any time, a Management Group Stockholder desires to sell, directly or indirectly, in one or a series of related transactions, more than forty nine percent (49%) of the aggregate number of Shares owned or controlled by such Management Group Stockholder at such time pursuant to a bona fide offer or offers from a third party or parties (the "Management Group Proposed Transferee"), such Management Group Stockholder shall submit a written notice (the "Management Group Notice") of such proposed sale of such Shares (the "Management Group Offered Shares") to the Investor Group. The Management Group Notice shall disclose the identity of the Management Group Proposed Transferee, the Management Group Offered Shares proposed to be sold, the total number of Shares owned by the Management Group Stockholder, the terms and conditions, including price, of the proposed sale, that the Proposed Transferee has been informed of the rights and obligations provided for in this Section 7 and has agreed to purchase the Management Group Offered Shares in accordance with the terms of this Agreement, and any other material facts relating to the proposed sale. (E) If upon receipt of a Management Group Notice pursuant to Section 7(D) above, the Investor Group desires to sell any or all of the Investor Group's Shares, then the Investor Group shall have the right, exercisable upon written notice (the "Management Co-Sale Acceptance Notice") to the Management Group Stockholder, given within thirty (30) days after expiration the Management Group Notice has been delivered pursuant to Section 7(D) above, to participate in the proposed sale of the Management Group Offered Shares pursuant to the terms and conditions specified in the Management Group Notice, and the Management Group Stockholder shall require the Management Group Proposed Transferee designated in the Management Group Notice to purchase any or all of the Investor Group's Shares. The Management Co-Sale Acceptance Notice shall state the number of Shares the Investor Group proposes to include in such fifteen proposed sale to the Proposed Management Group Transferee (15)-day the "Management Co-Sale Shares"). Any such sale by the Investor Group shall be at the same price per share (including type of consideration) paid by the Management Group Proposed Transferee and otherwise on identical terms and conditions as received by the Management Group Stockholder in its sale to the Management Group Proposed Transferee. In the event that the Management Group Proposed Transferee does not purchase the Management Co-Sale Shares from the Investor Group pursuant to a timely delivered Management Group Co-Sale Acceptance Notice as required by this Section 7, then the Management Group Stockholder shall not be permitted to, and shall not, sell any Management Group Offered Shares to the Management Group Proposed Transferee in the proposed sale. (F) If no Management Group Co-Sale Acceptance Notice is received by the Management Group Stockholder during the 30-day period for giving notice referred to in Section 7(E) above, then the Management Group Stockholder shall have the right to sell the Management Group Offered Shares to the Management Group Proposed Transferee at any time within 120 days after the date of the Management Group Notice, subject to the other provisions of this Agreement. Any such sale to the Management Group Proposed Transferee shall be at the price and upon the terms and conditions specified in the Management Group Notice. Any Management Group Offered Shares not sold within such 120-day period shall continue to be subject to the requirements of this Section 7. (providedG) In the event that any Management Group Stockholder desires to transfer, that if in the aggregate, at any governmental time or other third party approval is required from time to time 20% (twenty percent) or less of the aggregate number of Shares held by such Management Group Stockholder, the Investor Group shall have no rights with respect to such Transfertransfer. Notwithstanding anything to the contrary contained in this Section 7, then such period shall be extended until a reasonable time after such approvals are obtained). Any the foregoing Co-Sale Units rights shall not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior apply to any subsequent TransferShares that are offered for sale or are sold in a public market transaction. (bA) To Right of the extent that Investor Group to Elect Board Member. So long as at least 750,000 of the issued and outstanding shares of Common Stock (including shares obtainable upon exercise of the Warrants) are held by the Investor Group, the Investor Group shall have the right to nominate one or more Co-Sale Offerees exercises its right member of participation pursuant the Board of Directors, and the Company, the Management Group Stockholders and the Investor Group agree to Section 11.15(a)take any and all action, thenincluding voting all of their shares of Common Stock, at which may be necessary to cause the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal election to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage Board of Directors of the total Units proposed person nominated by the Investor Group (the "Fund Director"). The Investor Group shall have the right to be sold in require the Transfer, resignation of its nominee and his or her replacement with another nominee of the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15Investor Group. (cB) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage Right of the total Units proposed Management Group Stockholders to be sold in Elect Board Members. The Management Group Stockholders and the Transfer Fund agree that (ori) Shamxx Xxxestment, if lessA.E.C. shall have the right to nominate two members of the Board of Directors; (ii) BigBurger Ltda. shall have the right to nominate one member of the Board of Directors; and (iii) Lawrxxxx Xxxxxxxx, Xxhn Xxxxxxx, Xarrx Xxxxxx xxx Barrx X, Ridixxx (xxe "Bursxxxx Xxxup"), shall have the right, as a group, to nominate two members of the Board of Directors. The Company, the percentage Management Group Stockholders and the Investor Group agree to take any and all action, including voting all of its Units that such Co-Sale Offeree requested their shares of Common Stock, which may be necessary to Transfer to such transferee) on cause the same price, terms and conditions as would be applicable in a direct sale of such Units election to the proposed transfereeBoard of Directors of the person nominated by each of Shamxx Xxxestment, A.E.C., BigBurger Ltda. The Selling Member will endeavor to facilitate and the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soBursxxxx Xxxup.

Co-Sale Rights. (a) In the event If at any Member (for purposes of this Section 11.15, the “Selling Member”) time any Athene Investor proposes to Transfer all or any portion of its Units to a Third Party (for purposes of this Section 11.15, the “Co-Sale UnitsOfferee”) other than pursuant to a Permitted Transferany Shares of an ACRA 2 Investment Entity owned by such Athene Investor that, together with all of the Shares of such ACRA 2 Investment Entity previously Transferred by any Athene Investor, represent in excess of ten percent (10%) of the Athene Investors’ aggregate equity interest in such ACRA 2 Investment Entity, the Selling Member shall applicable Athene Investor shall, at least fifteen (15) business days before such Transfer deliver a written notice (the “Co-Sale Notice”) to each other Member the applicable ACRA 2 Investment Entity and the Class A Shareholders of the applicable ACRA 2 Investment Entity setting forth the material terms in connection with such proposed Transfer, including (each, a “i) the number of Shares to which the Co-Sale Notice relates and the name and address of the Co-Sale Offeree”, (ii) at least thirty (30) days prior to making such Transfer describing the general proposed amount and type of consideration and the terms and conditions of the proposed Transfer, including the purchase price for payment offered by the Co-Sale UnitsOfferee, the proposed purchaser(s), the closing date for the sale and the portion (iii) a description of the Selling Member’s Units to be Transferred anticipated required indemnities by the applicable Athene Investor (and any Class A Shareholder of the “Co-Sale Participation Percentage”). Each Co-Sale Offeree applicable ACRA 2 Investment Entity that may elect to participate in the contemplated proposed Transfer at pursuant to this Section 3.3) and the same price Co-Sale Offeree and on (iv) an indication that the same Co-Sale Offeree has been informed of the co-sale rights provided for in this Section 3.3 and has agreed to purchase Shares in accordance with the terms and conditions hereof. For the avoidance of doubt, the granting of a pledge or security interest in any Shares owned by delivering written notice an Athene Investor shall not be subject to the Selling Member within this Section 3.3. (b) Within fifteen (15) business days after delivery of the Co-Sale NoticeNotice by the applicable Athene Investor, which notice shall specify each Class A Shareholder of the percentage of its Units that applicable ACRA 2 Investment Entity may elect to participate in the proposed Transfer by delivering to such Co-Sale Offeree desires a notice (the “Tag-Along Notice”) specifying the number of Class A Common Shares up to include his, her or its Pro Rata Amount of such Common Shares, with respect to which such Class A Shareholder intends to exercise his, her or its rights under this Section 3.3. If none of the Class A Shareholders of the applicable ACRA 2 Investment Entity give the applicable Athene Investor a timely Tag-Along Notice with respect to the sale proposed in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to Notice, the expiration of Athene Investor may thereafter sell the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth Shares specified in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (providedon terms and conditions no more favorable, that if any governmental or other third party approval is required with respect to such Transferin all material respects, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transferaggregate, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on than the terms and conditions set forth in the Co-Sale Notice) its pro rata percentage . If one or more of the total Units Class A Shareholders of the applicable ACRA 2 Investment Entity give the applicable Athene Investor a timely Tag-Along Notice, then the applicable Athene Investor shall use commercially reasonable efforts to cause the Co-Sale Offeree(s) to agree to acquire all Shares identified in all Tag-Along Notices that are timely given to the applicable Athene Investor, at an aggregate price equal to the Pecuniary Value of such Shares and upon other terms and conditions no less favorable, in all material respects, in the aggregate, than such other terms and conditions set forth in the Co-Sale Notice. If the Co-Sale Offeree(s) are unwilling or unable to acquire all Shares proposed to be sold included in such sale upon such terms, then the Transfer (or, if less, applicable Athene Investor may elect either to cancel such proposed sale or to allocate the percentage maximum number of its Units Shares that such the Co-Sale Offeree requested is willing to purchase among the applicable Athene Investor and the Class A Shareholders of the applicable ACRA 2 Investment Entity giving timely Tag-Along Notices in proportion to each such Shareholder’s Pro Rata Amount in relation to the Pro Rata Amount of the Athene Investor and all participating Class A Shareholders of the applicable ACRA 2 Investment Entity; provided, that, in such circumstances, the amount of Shares set forth in each such Class A Shareholder’s Tag-Along Notices (and which shall be allocated to the prospective purchase as set forth above) shall be allocated proportionately between the Class A Common Shares of such Class A Shareholders to the extent possible. (c) No Athene Investor shall Transfer any Shares to the Co-Sale Offeree unless such Transfer complies with this Section 3.3 and is otherwise Transferred in accordance with this Agreement. (d) In the event that the Transfer between the applicable Athene Investor and the Co-Sale Offeree is not completed by the later of: (i) one hundred twenty (120) days following the delivery of the Co-Sale Notice or, if required for such Transfer, one hundred twenty (120) days after the respective regulatory approval or regulatory clearance has been obtained or the respective regulatory waiting period has expired; and (ii) thirty (30) days following the satisfaction or waiver by the parties thereto of (A) all of the conditions set forth in the definitive documentation related to such transfereeTransfer (if applicable) on and (B) if clause (A) does not apply, then all of the same priceconditions identified in the Co-Sale Notice, terms and conditions as would be the applicable in Athene Investor shall serve a direct sale of such Units new Co-Sale Notice to the proposed transferee. The Selling Member will endeavor applicable ACRA 2 Investment Entity and the applicable Class A Shareholders under Section 3.3(a) and permit the applicable Class A Shareholders to facilitate deliver a new Tag-Along Notice under Section 3.3(b) before completing the purchase by Transfer. (e) Notwithstanding the foregoing, the applicable Athene Investor shall not be required to comply with the provisions of this Section 3.3 with respect to any prospective transferee Shareholder or any limited partner of Units held by any Shareholder or Co-Investor who is a Co-Sale Offeree which are not eligible for co-sale to the extent such compliance (i.e., such Transfer pursuant to this Section 11.15 if and 3.3) would require registration of such Transferred Shares, or subject any ACRA 2 Investment Entity to ongoing reporting obligations, under the extent securities laws of any jurisdiction where any ACRA 2 Investment Entity or the applicable Athene Investor would not otherwise be required to do so but for this Section 3.3, or would otherwise (i) subject any ACRA 2 Investment Entity or the applicable Athene Investor to general taxation in a jurisdiction in which such Co-Sale Offeree wishes ACRA 2 Investment Entity or the applicable Athene Investor were not previously subject to taxation, (ii) cause ACRA 2 HoldCo or any other relevant ACRA 2 Investment Entity to fail to qualify for the benefits of the Treaty or (iii) require any ACRA 2 Investment Entity or the applicable Athene Investor to consent to general service of process in any jurisdiction where they are not currently subject to any such requirement. (f) For purposes of this Section 3.3, “Third Party” shall not be deemed to include such (i) any Person which has directly or indirectly invested in, or otherwise has ownership interests in the Transferin, but neither the Selling Member nor any other Person shall be liable an investment fund managed or advised by Apollo Management Holdings, L.P. or its Affiliates, if the prospective transferee declines applicable Transfer is from such investment fund to do sosuch Person; or (ii) any directors, officers, employees or Affiliates of Apollo, Athene, the ACRA 2 Investment Entities or any of their respective Subsidiaries.

Co-Sale Rights. (a) 7.10.1 In the event that any Member Interests that are subject to Sections 7.9.1 or 7.9.2 in connection with a Transfer are not purchased pursuant to Sections 7.9.1 and 7.9.2 above and thereafter are to be Transferred to a prospective transferee (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.157.10, the “Co-Sale UnitsInterests”), each Series D Preferred Member, Series C Preferred Member and Series B Preferred Member (excluding any Preferred Offeror under Section 7.9.2, if applicable) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member proposing to Transfer such Interests (the “Transferring Member”) within fifteen (15) days after delivery of the Company declines to exercise its option to purchase pursuant to Section 7.9 above (a “Co-Sale Acceptance Notice”), which notice Co-Sale Acceptance Notice shall specify the percentage of its Series D Preferred Units, Series C Preferred Units and/or Series B Preferred Units, as the case may be, that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the percentage that the total number of Series D Preferred Units, Series C Preferred Units and/or Series B Preferred Units, respectively, held by such Co-Sale Participation PercentageOfferee represents of the sum of the total number of Series D Preferred Units, Series C Preferred Units and Series B Preferred Units, respectively, that are then outstanding. If no Co-Sale Offeree gives a Co-Sale Offeree does not give such notice Acceptance Notice prior to the expiration of the fifteen (15)-day 15) day period for giving such noticeCo-Sale Acceptance Notice, then the Selling Transferring Member may Transfer the Co-Sale Units Interests to any Person on terms and conditions that are no more favorable to the Selling Transferring Member than those set forth in the Co-Sale Offer Notice at any time within ninety seventy five (9075) days after expiration of such fifteen (15)-day 15) day period for giving notice a Co-Sale Acceptance Notice (provided, provided that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units Interests not Transferred by the Selling Transferring Member during such ninety seventy five (90)-day 75) day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 7.10 prior to any subsequent Transfer. (b) 7.10.2 To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a)7.10, then, at then the Selling Member’s option, either the percentage of Units Interests that the Selling Transferring Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below such that the applicable overall Interests to be sold, including any Interests to be sold by such Co-Sale Participation Percentage Offerees, shall equal the initial number of Co-Sale Interests to a percentage equal be Transferred as set forth in the Offer Notice (collectively, the “Transferred Interests”). 7.10.3 The aggregate proceeds received from the Transfer of the Transferred Interests pursuant to this Section 7.10 shall be distributed among the Selling Member’s or Transferring Member and the participating Co-Sale Offeree’s Offerees as if such Units had been sold for an amount equal to the Implied Equity Value of such Units (as applicable) pro rata percentage provided that, for the avoidance of doubt, such distribution of aggregate proceeds received from the Transfer of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees Transferred Interests pursuant to this Section 11.157.10 shall not reduce the amount of any distributions that such Transferred Interests are entitled to receive pursuant to Section 4.1.2 of this Agreement). (c) 7.10.4 The Selling Transferring Member shall not Transfer any Co-Sale Units Transferred Interests to any prospective transferee if such prospective transferee declines to purchase Units Interests from participating Co-Sale Offerees, unless the Selling Transferring Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale NoticeOffer Notice and in accordance with this Section 7.10) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units Interests that such Co-Sale Offeree requested would be entitled to include in such Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units Interests to the proposed transferee, including Section 7.10.3. The Selling Transferring Member will endeavor to facilitate the purchase by any prospective transferee of Units Interests held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 7.10 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Transferring Member nor any other Person shall be liable if the prospective transferee declines to do so. 7.10.5 In connection with any Transfer of Transferred Interests pursuant to this Section 7.10: (a) each Member shall be deemed to approve and consent to the proposed transaction for all purposes; and (b) each participating Co-Sale Offeree shall otherwise sell its Interests on the same terms and conditions as the Transferring Member (other than the Implied Equity Value), and each participating Co-Sale Offeree shall execute all documents and take such actions as may be reasonably required to effectuate such transaction, provided that no Co-Sale Offeree shall be required to provide indemnification in excess of the proceeds it would otherwise be entitled to receive in such transaction or shall be required to provide indemnification with respect to any breach of any representation, warranty or covenant made by any other Member (in its capacity as such), or shall be required to provide any representation or warranty with respect to ownership of any Interests other than the Transferred Interests of such Co-Sale Offeree (provided that such Co-Sale Offeree may be required to provide indemnification with respect to breaches of any representation, warranty or covenant made by or with respect to the Company or the Platform Companies). Each of the Transferring Member and the participating Co-Sale Offerees shall pay its own costs, fees and expenses incurred in connection with any Transfer pursuant to this Section 7.10. 7.10.6 To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 7.10, the Transferring Member shall consummate the Transfer of the Transferred Interests within seventy five (75) days after expiration of the fifteen (15) day period for giving Co-Sale Acceptance Notices (provided that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). If the Transferred Interests are not Transferred during such 75-day period (as such period may be extended pursuant to the immediately preceding sentence), the Co-Sale Interests shall again be subject to the provisions of this Section 7.10 prior to any subsequent Transfer.

Co-Sale Rights. (a) In Upon the event any Member (for purposes proposed occurrence of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “a Co-Sale Units”Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of such Stockholder(s) to sell to the Person acquiring shares of Stock or other than pursuant to a Permitted Transfer, securities of the Selling Member shall deliver a written notice Company (the “Co-Sale NoticePurchaser”) to each all or any part of such Stockholder(s)’ shares of Stock and other Member securities of the Company (each, a “Co-Sale OffereeSale”), provided that such Stockholder(s) at least thirty (30deliver(s) days prior written notice to making such Transfer describing the general terms and conditions Stockholder transferring shares of the proposed Transfer, including the purchase price for Stock or other Company securities to the Co-Sale UnitsPurchaser of such demand stating the number and kind of shares of Stock and other securities it so wishes to sell within forty-five (45) days after having received notice from the Transferring Party that a proposed sale of shares of Stock would constitute a Co-Sale Transaction. The price for such Stockholder(s)’ shares of Stock and other securities of the Company shall be equal to the per share price to be paid in the Co-Sale Transaction provided, however, that the proposed purchaser(s), proceeds from the closing date for the sale Co-Sale Transaction be reallocated among such Stockholders and the Transferring Party such that such Stockholders and the Transferring Party shall be entitled to receive such portion of the Selling Member’s Units proceeds as if the proceeds were distributed pursuant to Section C.2.a. of Article IV of the Certificate if the vote required by Section C.2.c. of Article IV of the 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 Transferred 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 Participation Percentage”). Each Co-Sale Offeree may elect to participate in Transaction taking into account the contemplated Transfer at reallocation of the same purchase price and as aforesaid) purchasable on the same terms and conditions by delivering written notice to basis thereof less the Selling Member within fifteen (15) days after delivery exercise price, if any, of the applicable security. The closing of the Co-Sale Notice, which notice shall specify take place concurrently with the percentage of its Units that such Co-Sale Offeree desires sale by the Transferring Party to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation PercentagePurchaser. If the Co-Sale Purchaser is unwilling or unable to purchase all of the shares of Stock and other securities such Stockholder(s) desire(s) to sell, neither the Company nor any Stockholder, including the Transferring Party, shall enter into the Co-Sale Transaction. The occurrence of a Co-Sale Offeree does not give such notice prior to Transaction other than in connection with the expiration purchase of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration all of such fifteen (15)-day period for giving notice (provided, that if any governmental or Stockholder(s) tendered shares of Stock and other third party approval is required with respect to such Transfer, then such period securities shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions an Event of Default under this Section 11.15 prior to any subsequent TransferAgreement. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event any Member (for purposes of this Notwithstanding Section 11.153.4(e), the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member no Proposed Transferor (each, a “"Co-Sale Offeree”Seller") at least thirty (30) days prior to making such shall Transfer describing the general terms and conditions any of the proposed Transfer, including the purchase price for the Offered Shares pursuant to Section 3.4(e) to a Proposed Transferee until such Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Seller has given written notice to each of the Selling Member’s Units to be Transferred Restricted Investors of the right (the “"Co-Sale Participation Percentage”Right"). Each Co-Sale Offeree may elect , exercisable either within 5 days after the date of such Person's Investor Waiver Notice or within 15 business days following receipt of the Seller Notice, whichever is later, to participate in sell to a Proposed Transferee all or part of such Investor's Portion of the contemplated Transfer at the same price and 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 by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale NoticeSeller at the closing of the Transfer of Offered Shares to the Proposed Transferee one or more certificates, which notice shall specify properly endorsed for Transfer, representing such stock to be Transferred by the percentage Restricted Investor. At the closing of its Units that the Transfer of Offered Shares to the Proposed Transferee, such Co-Sale Offeree desires certificates or other instruments will be Transferred and delivered to include 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 proposed Transfernotice, provided that such percentage shall not exceed and the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior Seller will remit, or will cause the Proposed Transferee to remit, to the expiration participating Restricted Investor at closing that portion of the fifteen (15)-day period for giving proceeds of the Transfer to which the Restricted Investor is entitled by reason of the Restricted Investor's participation in such notice, then the Selling Member may Transfer pursuant to the Co-Sale Units Right. If the Offered Shares consists of more than one series or class or type of stock and the Proposed Transferee is not willing to any Person on terms and conditions that are no more favorable to purchase shares of a class of preferred stock held by the Selling Member than those set forth in Restricted Investors, then the Restricted Investors exercising a Right of Co-Sale Notice at any time within ninety (90) days after expiration will have the opportunity to convert such shares of Preferred Stock into Common Stock, and the Company will cooperate to effect such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transferconversion. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In If (i) the event Right of First Refusal provided in Section 6.3 above is not exercised in full, or (ii) at any Member (for purposes of this Section 11.15time after March 12, 2004, a Third Party Offer is delivered to the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15other Stockholders, the “Co-Sale Units”) each Stockholder other than pursuant to a Permitted Transfer, the Selling Member Stockholder shall deliver a have the right, exercisable upon written notice to the Selling Stockholder (with a copy to the “Co-Sale Notice”) to each other Member Company), within ten (each, a “Co-Sale Offeree”) at least thirty (3010) days prior to making such Transfer describing the general terms and conditions after receipt of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect Third Party Offer to participate in such Sale of Shares along with the contemplated Transfer at the same price and Selling Stockholder on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those as set forth in the Co-Sale Notice at any time within ninety Third Party Offer. Such notice shall indicate the number of Shares such Stockholder wishes to sell (90up to that number of shares determined under Section 6.4(b) days after expiration below) under its right to participate. To the extent one or more of the Stockholders exercise such fifteen (15)-day period for giving notice (providedright of participation in accordance with the terms and conditions set forth below, the number of Shares that if any governmental or other third party approval is required with respect to such Transfer, then such period Selling Stockholder may Sell in the transaction shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfercorrespondingly reduced. (b) To Each Stockholder may sell all or any part of that number of Shares equal to the extent that one or more Co-Sale Offerees exercises its right product obtained by multiplying (i) the aggregate number of participation Shares covered by the Third Party Offer and not purchased by the other Stockholders pursuant to Section 11.15(a)6.3 above, thenby (ii) a fraction, the numerator of which is the number of shares of Common Stock (including Common Stock issuable upon the conversion of any Preferred Stock) owned by such Stockholder at the Selling Member’s optiontime of the Sale, either and the percentage denominator of Units that which is the total number of shares of Common Stock (including Common Stock issuable upon the conversion of any Preferred Stock) owned by the Selling Member Stockholder and each all other participating Co-Sale Offeree may sell in Stockholders at the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage time of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15Sale. (c) The Selling Member shall not Transfer any Co-Sale Units Each Stockholder who elects to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth participate in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and 6.4 (a "Participant") shall effect its participation in the Sale by promptly delivering to the extent Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of Shares which such Co-Sale Offeree wishes Participant elects to include such interests sell. The stock certificate or certificates that the Participant delivers to the Selling Stockholder pursuant to this Section shall be transferred to the prospective purchaser in consummation of the sale of the Shares pursuant to the terms and conditions specified in the Transfer, but neither Third Party Offer and the Selling Member nor Stockholder shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such Sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other Person securities from a Participant exercising its rights of co-sale hereunder, the Selling Stockholder shall be liable if not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such Sale, the prospective transferee declines Selling Stockholder shall purchase such Shares from such Participant on the same terms and conditions specified in the Third Party Offer. (d) The exercise or non-exercise of the rights of any Stockholder hereunder to do soparticipate in one or more Sales of Shares made by any Selling Stockholder shall not adversely affect its right to participate in subsequent Sales of Shares.

Co-Sale Rights. (a) In the event If any Member (for purposes of this Section 11.15, the “Selling Member”) proposes Holder desires to Transfer all or any portion of its Units (for purposes of this Section 11.15Units, the “Co-Sale Units”) other than pursuant to in a Permitted Transfer, in a Transfer to one or more of the Selling Member KPS Members pursuant to Section 11.2 or in a Transfer as part of an Approved Sale or Qualified Public Offering, such Transferring Holder shall deliver a give written notice thereof (the “Co-Sale Notice”) to each the Company and the Members (other Member than the Transferring Holder, if applicable) (eachthe “Other Members”), a “Co-Sale Offeree”) of the Transferring Holder’s intention to so Transfer at least thirty (30) calendar days prior to making such Transfer. The Sale Notice, which may be the same notice as the Offer Notice, shall include (i) a certified statement by the Transferring Holder as to its bona fide intention to Transfer describing such Offered Units, (ii) the general terms number of Offered Units proposed to be Transferred and conditions (iii) a reasonably detailed description of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(sprospective Transferee(s), the closing date for the minimum price and terms on which such sale and the portion of the Selling Member’s Units to may be Transferred (the “Co-Sale Participation Percentage”)made. Each Co-Sale Offeree The Other Members may elect to participate in such Transfer at the same price per Unit and on the same terms by delivering written notice to the Transferring Holder within thirty (30) calendar days after delivery of the Sale Notice. If any Other Members have elected to participate in such Transfer (each an “Electing Other Member”), the Transferring Holder and each Electing Other Member shall be entitled to sell in the contemplated Transfer Transfer, at the same price and on substantially the same terms and conditions by delivering written notice terms, a number of Units equal to the Selling Member within fifteen result of (15A) days after delivery of the Co-Sale Notice, which notice shall specify an amount equal to (1) the percentage of its Units that owned by such Co-Sale Offeree desires to include in such proposed Transfer, provided that such Person divided by (2) the aggregate percentage shall not exceed of Units owned collectively by the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to Transferring Holder and the expiration Electing Other Members multiplied by (B) the aggregate number of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth be sold in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent contemplated Transfer. (b) To Each Transferring Holder shall use its best efforts to obtain the extent that one or more Co-Sale Offerees exercises agreement of the prospective Transferee(s) to the participation of the Electing Other Members in any contemplated Transfer, and no Transferring Holder shall transfer any of its right Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing Other Members. If the Transferring Holder(s) obtain(s) the agreement of the prospective Transferee(s) to the participation pursuant to Section 11.15(a), then, at of the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell Electing Other Members in the transaction contemplated Transfer, such Electing Other Members shall be reduced below cooperate in good faith with the applicable Co-Sale Participation Percentage Transferring Holder(s) in connection with, and shall use their best efforts to a percentage equal to support, the Selling Member’s or contemplated Transfer on the participating Co-Sale Offeree’s (as applicable) pro rata percentage terms and conditions negotiated by the Transferring Holder(s). Without limiting the generality of the total foregoing, each Holder Transferring Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member 11.3 shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) pay its pro rata percentage share (based on the number of Units to be sold) of the total reasonable expenses incurred by the Holders in connection with such Transfer and shall be obligated to join on a pro rata basis (based on the number of Units proposed to be sold sold) in any indemnification or other obligations that the Transfer (orTransferring Holder agrees to provide in connection with such Transfer, if lessother than any such obligations that relate specifically to a particular Holder such as, the percentage for purposes of its Units illustration only and not by way of limitation, indemnification with respect to representations and warranties given by a Holder regarding such Holder’s title to and ownership of Units; provided that no Holder shall be obligated in connection with such Co-Sale Offeree requested to Transfer to agree to indemnify or hold harmless the Transferees with respect to an amount in excess of the net cash proceeds paid to such transferee) on the same price, terms and conditions as would be applicable Holder in a direct sale of connection with such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. The Xxxxxxxxx Group, L.L.C., Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx shall be referred to as the "Founders." If any Founder (a "Selling Founder") shall offer to sell any of the shares of Common Stock held by it as of the date hereof or subsequently acquired to any third party: (a) In Such Selling Founder shall deliver a notice (a "Sale Notice") to each Investor stating (i) its bona fide intention to offer such Common Stock, (ii) the event any Member number of shares of Common Stock to be offered, and (for purposes of this Section 11.15iii) the price and terms, the “Selling Member”) if any, upon which it proposes to Transfer all or any offer such Common Stock. (b) By written notification received by the Selling Founder within twenty (20) calendar days after giving of the Sale Notice, each Investor (including its affiliates) may elect to sell, at the price and on the terms specified in the Sale Notice, up to that portion of its Units such Common Stock which equals the proportion that the number of shares of Common Stock issued and held or issuable upon conversion of the Shares then held by such Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Shares or Warrants then held by the Selling Founder and all other Investors and any Unit Holders electing to participate in such sale. The Selling Founders shall promptly, in writing, inform each Investor and each Unit Holder that sells all of such securities available to it (a "Fully-Selling Investor") of any other Investor's or Unit Holder's failure to do likewise. During the ten-day period following delivery of such information, each Fully-Selling Investor shall be entitled to sell that portion of such securities which Investors or Unit Holders were entitled to sell but which were not sold by the Investors or Unit Holders which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Shares then held, by such Fully-Selling Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion of all convertible securities (including the Warrants) and the exercise of all options, warrants or rights to purchase Common Stock or other securities convertible into or exercisable for purposes shares of this Section 11.15, the “Common Stock) then held by all Fully-Selling Investors ("Co-Sale Units”Proportional Share"). If any Investor fails to sell its Co-sale Proportional Share, any affiliate of such Investor may sell the shares available to, but not sold by, such Investor. (c) other than Each Investor electing to participate shall effect its participation in the sale by promptly delivering to the Selling Founder for transfer to the prospective investor one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock of the Company which such Investor elects to sell. (d) The stock certificate or certificates that the Investor delivers to the Selling Founder shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock, pursuant to a Permitted Transferthe terms and conditions specified in the Sale Notice, and the Selling Founder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder, the Selling Member Founders shall deliver a written not sell to such prospective purchaser or purchasers any Common Stock unless and until, simultaneously with such sale, the Selling Founder shall purchase an equivalent number of such shares or other securities from such Investor. (e) After the expiration of the notice period provided in paragraph (b) hereof, the “Co-Selling Founder may, not later than sixty (60) days following the expiration of the notice period provided in paragraph (b) hereof, enter into an agreement providing for the closing of the sale or transfer of the Common Stock (including shares of Common Stock of Investors or Unit Holders electing to participate in such sale) covered by the Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least Notice within thirty (30) days prior to making of such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person agreement on terms and conditions that are no not more favorable to the Selling Member Founder than those set forth described in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained)Notice. Any Co-proposed transfer on terms and conditions more favorable to the Selling Founder than those described in the Sale Units not Transferred Notice, as well as any subsequent proposed transfer of any of the Common Stock by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) Founder, shall again be subject to the Co-Sale Rights of the Investors and shall require compliance by the Selling Founder with the procedures described in this Section 3.20. (f) In the event any Founder should sell any Common Stock in contravention of the participation rights of the Investors under this Agreement (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided in Section 3.20(f)(i) below, and such Founder shall be bound by the applicable provisions of such put option. (i) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Founder, and such Founder shall have the obligation to purchase, a number of shares of Common Stock equal to the number of shares that such Investor would have been entitled to transfer to the purchaser in the Prohibited Transfer pursuant to the terms hereof. Such sale shall be made on the following terms and conditions: (A) The price per share at which the shares are to be sold to such Founder shall be equal to the price per share paid by the purchaser to such Founder in the Prohibited Transfer. Such Founder shall also reimburse each Investor for reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor's rights under this Section 3.20. (B) Within a period of thirty (30) days after the later of the dates on which any Investor (i) receives notice from a Founder of the Prohibited Transfer or (ii) otherwise becomes aware of the Prohibited Transfer, that Investor shall, if exercising the put option created hereby, deliver to such Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (C) Such Founder shall, immediately upon receipt of the certificate or certificates for the shares to be sold by a Investor pursuant to Section 3.20 (f)(i)(B), pay to the order of that Investor the aggregate purchase price therefor and the reasonable amount of any fees and expenses reimbursable under Section 3.20(f)(i)(A) (each in immediately available funds). (D) Notwithstanding the foregoing, any attempt to transfer shares of the Company in violation of Section 3.20 hereof shall be void, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of Investors having the right to amend this Agreement as provided below. (g) Notwithstanding the foregoing, the provisions of this Section 11.15 prior 3.20 shall not apply to (i) a sale or sales, or other transfer or transfers, in one or more transactions, by a Founder of up to an aggregate of five percent (5%) of the shares of Common Stock held on the date hereof, or issuable upon the exercise of any subsequent Transferoptions held on the date hereof, by such Founder, and (ii) the sale by Xxxxxx Xxxxxxxxx of 56,189 shares of Common Stock to the Company on the date hereof. (bh) To the extent that one or more The Co-Sale Offerees exercises Rights set forth in this Section 3.20 may be assigned and transferred by an Investor to a transferee or assignee of any of its right shares of participation pursuant capital stock of the Company, provided such transferee or assignee agrees in writing to Section 11.15(a), then, at be bound by and subject to the Selling Member’s option, either the percentage terms and conditions of Units that the Selling Member and each other participating this Agreement. (i) The Co-Sale Offeree may sell Rights set forth in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.153.20 shall terminate upon the closing of an Initial Public Offering. (cj) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless Notwithstanding the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage provisions of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer3.20, but neither the Selling Member nor any other Person Xxxxxx Xxxxxxxxx shall be liable if the prospective transferee declines permitted to do sosell up to 6,381 shares of Common Stock without complying with this Section 3.20.

Co-Sale Rights. (a) In the event If at any Member (for purposes of this Section 11.15, the “Selling Member”) time an FS Investor proposes to Transfer all sell, transfer or assign any portion of its Units Stockholder Shares (for purposes of this Section 11.15, the “Co-Sale Units”) other than to a member of such FS Investor’s Group or pursuant to a Permitted Transferthe Option), then at least thirty (30) days prior to the Selling Member closing of such proposed transaction, such Transferor shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “all Other Stockholders offering such Other Stockholders the option to participate in such proposed transaction. Such Co-Sale Offeree”Notice shall specify in reasonable detail the identity of the prospective Transferee (if known) at least thirty (30) days prior to making such Transfer describing and the general terms and conditions of the such proposed Transfertransaction, including the purchase price for the Co-Sale Unitsincluding, without limitation, the proposed purchaser(s)representations, warranties, indemnification and other agreements and shall be accompanied by the closing date for the sale Company’s most recent monthly, quarterly and the portion of the Selling Member’s Units to be Transferred annual financials delivered in connection with Section 4.3. (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member b) Any Other Stockholder may, within fifteen (15) days after delivery of the receipt of a Co-Sale Notice, give written notice (each, a “Tag-Along Notice”) to such Transferor stating that such Other Stockholder wishes to participate in such proposed transaction and specifying the amount of Stockholder Shares such Other Stockholder desires to include in such proposed transaction. Such Other Stockholder shall only include Stockholder Shares in the Tag-Along Notice of the same class or type (and in the same proportion) of Stockholder Shares being sold, transferred or assigned by such Transferor. (c) If no Other Stockholder gives such Transferor a timely Tag-Along Notice with respect to the transaction proposed in the Co-Sale Notice, which notice shall specify such Transferor may thereafter consummate the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth transaction specified in the Co-Sale Notice at any time within ninety (90) days after expiration of on terms and conditions set forth therein. If one or more Other Stockholders give such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such TransferTransferor a timely Tag-Along Notice, then such period Transferor shall be extended until a use all reasonable time after such approvals efforts to cause the prospective Transferee(s) to agree to acquire all Stockholder Shares identified in all Tag-Along Notices that are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer timely given to such transferee) on Transferor, upon the same price, terms and conditions as would applicable to such FS Investor’s Stockholder Shares. If the prospective Transferee(s) are unwilling or unable to acquire all Stockholder Shares proposed to be applicable included in a direct such sale upon such terms, then such Transferor may either (i) elect to cancel such proposed transaction or (ii) allocate the maximum number of Stockholder Shares that each prospective Transferee is willing to purchase among itself and the Other Stockholders giving timely Tag-Along Notices in proportion to each such Stockholder’s Pro Rata Amount (excluding for the purposes of such Units to calculation the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units Stockholder Shares held by the Other Stockholders who have not delivered a CoTag-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do soAlong Notice).

Co-Sale Rights. (a) In the event any Member (for purposes of this Notwithstanding Section 11.1518.3(e), the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member no Holder (each, a “"Co-Sale Offeree”Seller") at least thirty (30) days prior to making such shall Transfer describing the general terms and conditions any of the proposed Transfer, including the purchase price for the Offered Securities pursuant to Section 18.3(e) to a Proposed Transferee until such Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Seller has given written notice to each of the Selling Member’s Units to be Transferred Holders of the right (the “"Co-Sale Participation Percentage”Right"). Each Co-Sale Offeree may elect , 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 participate in sell to a Proposed Transferee all or part of such Holder's Portion of the contemplated Transfer at the same price and Offered Securities, on the same terms and conditions by delivering written notice to as set forth in the Selling Member within fifteen (15) days after delivery of Seller Notice, on an as-converted-to-Common-Stock basis. A Holder may exercise the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires Right by delivering to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation PercentageSeller at the closing of the Transfer of Offered Securities to the Proposed Transferee one or more certificates or debentures (as the case may be), properly endorsed for Transfer, representing such Offered Securities to be 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 Seller will remit, or will cause the Proposed Transferee to remit, to the participating Holder at closing that portion of the proceeds of the Transfer to which the Holder is entitled by reason of the Holder's participation in such Transfer pursuant to the Co-Sale Right. 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 Offeree does not give Right will have the opportunity to convert such notice prior Existing Debentures, Debentures or shares of Preferred Stock into Common Stock, and the Company will cooperate to the expiration of the fifteen (15)-day period for giving effect such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transferconversion. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event that one or more SZ Affiliates or Handy Affiliates (the "Selling Stockholders") enter into an agreement to sell to any Member purchaser or group of purchasers (for purposes of this Section 11.15other than any other SZ Affiliate, the “Selling Member”) proposes to Transfer all Handy Affiliate or any portion of its Units (for purposes their Affiliates), in a single transaction or related series of this Section 11.15transactions, the “Co-Sale Units”) other than pursuant to a Permitted TransferPublic Sale, such number of CHI Shares as equals or exceeds more than twenty percent (20%) of the CHI Shares held by the SZ Affiliates and the Handy Affiliates in the aggregate, the Selling Member Stockholders shall deliver a written notice first notify the other Stockholders (the “Co"Tag-Sale Notice”Along Stockholders") to each other Member (eachin writing, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, identity of the proposed purchaser(s), the closing date for the sale number of CHI Shares proposed to be sold and the portion proposed purchase price and terms of sale. The Tag-Along Stockholders thereupon shall have the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect right to participate in the contemplated Transfer proposed sale at the same net price per share and on the same other terms and conditions by delivering written notice of sale as offered to the Selling Member Stockholders. In order to exercise their co-sale rights, the Tag-Along Stockholders, within fifteen ten (1510) days after delivery receiving notice from the Selling Stockholders, shall deliver to the Selling Stockholders a written election to participate in the sale to the extent allowed by this Section 7. If any Tag-Along Stockholders have elected to participate in the proposed sale, each participating Tag-Along Stockholder shall be entitled to sell in the proposed sale a number of CHI Shares equal to the product of (i) the quotient (the "Co-Sale Notice, which notice shall specify Fraction") determined by dividing the percentage of its Units that CHI Shares owned by such Coparticipating Tag-Sale Offeree desires to include in such proposed Transfer, provided that such Along Stockholder by the aggregate percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred CHI Shares owned by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member Stockholders and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating CoTag-Sale Offeree’s Along Stockholders, multiplied by (as applicableii) pro rata percentage of the total Units proposed number of CHI Shares to be sold in the Transfer, or proposed sale. Notwithstanding anything to the aggregate Units to be sold contrary in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less7, the percentage sale proceeds to which any Tag-Along Stockholder would otherwise be entitled by reason of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable participation in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and 7 shall be reduced by an amount equal to the extent product of such Tag-Along Stockholder's Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.Sale

Co-Sale Rights. (a) In Subject to compliance with the event any Member (for purposes other applicable provisions of this Agreement (including, without limitation, Section 11.153.5 hereof), the “Selling Member”) proposes to Transfer all or if at any portion of its Units time an Investor (for purposes of this Section 11.15, the “Co-Sale UnitsTransferor”) proposes to Transfer, in a single transaction or a series of related transactions, five percent (5%) or more of the outstanding Equity Securities (other than pursuant to a Permitted Transfer) to any Third Party (the “Co-Sale Transferee”) (after complying with Section 3.5), the Selling Member shall deliver Co-Sale Transferor shall: (i) Deliver a written notice (the “Co-Sale Notice”) to each all other Member Investors (each, a the “Co-Sale OffereeOther Investors”) at least thirty (30) days prior to making such Transfer describing detailing the general terms and conditions of the proposed Transfer; provided, including the purchase price for however, that such Co-Sale Notice shall indicate that the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion Transferee has been informed of the Selling Member’s Units co-sale rights provided for in this Section 3.3 and has agreed to be Transferred purchase Equity Securities in accordance with the terms hereof. (the “ii) The Co-Sale Participation Percentage”). Each Transferor shall not be permitted to Transfer any Equity Securities to the Co-Sale Offeree may elect Transferee (i) until the thirty (30) day period set forth in clause (c) expires and (ii) unless the Other Investors are permitted to participate Transfer their respective Pro Rata Amount of the aggregate number of Equity Securities to which the Co-Sale Offer relates. (b) The Co-Sale Transferor shall, in addition to complying with the contemplated Transfer at provisions of this Section 3.3, comply with the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen other provisions of this Article III. (15c) Within thirty (30) days after delivery of the Co-Sale Notice, which notice shall specify each Other Investor may elect to participate in the percentage of its Units that proposed Transfer by delivering to such Co-Sale Offeree desires Transferor a notice (the “Tag-Along Notice”) specifying the number of Equity Securities (up to include in such proposed Transferhis, provided that such percentage shall not exceed her or its Pro Rata Amount of the aggregate number of Equity Securities sought to be transferred by the Co-Sale Participation PercentageTransferor) with respect to which such Other Investor shall exercise his, her or its rights under this Section 3.3. If a Co-Sale Offeree does not give such notice prior For purposes of this Section 3.3, each Other Investor may aggregate his, her or its Pro Rata Amount among Other Investors in his, her or its Group to the expiration of the fifteen extent that such Other Investors in his, hers or its Group do not elect to sell their respective Pro Rata Amounts. (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units d) Any Equity Securities requested to be included in any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals Transferred on at least the same terms and conditions as are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required Except with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred transactions covered by the Selling Member during such ninety Section 4.7 (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to for which the provisions of this Section 11.15 4.2 will not apply), prior to a Qualified IPO, to the extent a holder of the Series A Preferred Shares or Series B Preferred Shares, as the case may be (a "Co-Sale Rights Holder"), does not exercise its right of first offer as to the Offered Stock pursuant to Section 4.1, then such Co-Sale Rights Holder shall have the right, exercisable upon written notice (the "Co-Sale Notice") to the Company and the Major Shareholders during the Second Option Acceptance Period, to participate in a sale or transfer of shares by the Major Shareholders to third parties, in the following manner: (a) in each case where such sale to third parties would not result in the Major Shareholders' holding in the aggregate less than fifty percent (50%) of the sum of (i) the number of shares of the Company held by Major Shareholders as of the date hereof (excluding any subsequent Transfershares transferred by Mr. Chey pursuant to the Divestiture Agreement) and (ii) the number ox xxxxxx of the Company acquired by Major Shareholders after the date hereof and until immediately prior to the date of the Notice, then each Co-Sale Rights Holder shall have the right to sell pro rata shares based on following formula: the aggregate number of shares of Offered Stock set forth in the Notice multiplied by the number of shares owned by the Co-Sale Rights Holder (assuming full conversion of the Preferred Stock held by the Co-Sale Rights Holder, but excluding shares of common stock purchased by such Co-Sale Rights Holder pursuant to the Divestiture Agreement) divided by the sum of number of shares owned (assuming full conversion of the Preferred Stock, but excluding shares of common stock purchased by such Co-Sale Rights Holder pursuant to the Divestiture Agreement) by the Series A Preferred Holders, the Series B Preferred Holders and the Major Shareholders. (b) To in the extent that one or more case where such sale to third parties would result in the Major Shareholders' holding in the aggregate less than fifty percent (50%) of the sum of (i) the number of shares of the Company held by Major Shareholders as of the date hereof (excluding any shares transferred by Mr. Chey pursuant to the Divestiture Agreement) and (ii) the number ox xxxxxx of the Company acquired by Major Shareholders after the date hereof and until immediately prior to the date of the Notice, then each Co-Sale Offerees exercises Rights Holder shall have the right to sell all of its right of participation shares (excluding any shares purchased from Mr. Chey pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage Divestiture Agreement) to a percentage equal such third parties. Xxx xxares purchased from Mr. Chey pursuant to the Selling Member’s or Divestiture Agreement shall not have the participating Coco-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold xxxx xxxhts contained in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.154.2. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

Co-Sale Rights. As long as Gaz et Eaux shall continue to hold 5% -------------- of the outstanding voting rights of the Company, on an as-converted basis each of the undersigned (aincluding Gaz et Eaux) hereby agrees to the following terms: (A) In the event any Member one or more of the undersigned, including Gaz et Eaux (for purposes each an "Insider"), propose to sell, assign, transfer or otherwise convey shares representing fifty percent (50%) or more of this Section 11.15, the “Selling Member”) proposes to Transfer all aggregate voting rights exercisable at a general meeting of shareholders of the Company or any portion 50% or more of its Units (for purposes the share capital of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice Company (the “Co-"Insider Shares"), in a single transaction or a series of related transactions (collectively, a "Sale"), and such 50% or more being determined after the other stockholders of the Company have exercised their respective rights of first refusal in accordance with the provisions of the Company's Articles of Association, then the Insiders proposing such a Sale (each a "Selling Insider") shall offer in writing (the "Notice”") to the remaining Insiders (each other Member (each, a “Co"Non-Sale Offeree”Selling Insider") at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect right to participate in the contemplated Transfer at the same price and such Sale on the same terms and conditions by delivering available to such Selling Insiders. The Notice shall describe in reasonable detail the proposed Sale, including, without limitation, the number of Insider Shares to be sold or transferred, the nature of such Sale, the consideration to be paid and the name and address of each prospective purchaser or transferee. (B) Upon written notice to the Selling Member Insiders within fifteen (15) business days of receipt by Non-Selling Insiders of the Notice, each Non-Selling Insider may elect to sell up to all the shares then held by it. To the extent a Non-Selling Insider exercises such right of co-sale, the number of Insider Shares that the Selling Insiders may sell in the Sale may be correspondingly reduced. (C) If a Non-Selling Insider elects to exercise its co-sale rights, such Non-Selling Insider shall effect its participation in the Sale by promptly delivering to the Selling Insiders one or more certificates, properly endorsed for transfer, which represent the number of Insider Shares which such Non- Selling Insider elects and has the right to sell. The stock certificate or certificates delivered to the Selling Insiders pursuant to this paragraph (C) shall be transferred to the prospective purchaser or transferee upon consummation of the Sale pursuant to the teens and conditions specified in the Notice, and the Selling Insiders shall, concurrently therewith, remit to each Non-Selling Insider that portion of the Sale proceeds to which such Non-Selling Insider is entitled by reason of its participation in such Sale. To the extent that any prospective purchaser or transferee prohibits such assignment or otherwise refuses to purchase stock or other securities from a Non-Selling Insider exercising its right of co-sale hereunder, the Selling Insiders shall not sell any Insider Shares to such prospective purchaser or transferee unless and until, simultaneously with such Sale, the Selling Insiders purchase such stock or other securities from such Non-Selling Insider. (D) The exercise or non-exercise of the co-sale right of a Non-Selling Insider hereunder to participate in any Sale of Insider Shares by the Selling Insiders shall not adversely affect its right to participate in any subsequent Sale pursuant to this letter agreement. If a Non- Selling Insider does not elect to participate in the Sale subject to the Notice, the Selling Insiders may, not later than sixty (60) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior Notice to the expiration Non-Selling Insiders, conclude a transfer of the fifteen (15)-day period for giving such notice, then Insider Shares covered by the Selling Member may Transfer the Co-Sale Units to any Person Notice on terms and conditions that are no not more favorable favourable to the Selling Member Insiders than those set forth described in the Co-Notice. Any proposed Sale on terms and conditions more favourable than those described in the Notice at any time within ninety or more than sixty (9060) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) delivery thereof shall again be subject to the co-sale rights of the Non-Selling Insiders contained in this letter agreement. (E) Notwithstanding the above, such co-sale rights shall not apply to a Sale or other conveyance of Insider Shares by the Selling Insiders which is: (i) to a Selling Insider's spouse, parents, or children or other members of the Selling Insider's family (including relatives by marriage), or to a custodian, trustee or other fiduciary for the account of the Selling Insider or members of his or her family in connection with a bona fide estate planing transaction; --------- (ii) by way of bequest or inheritance upon death; (iii) to a subsidiary, parent or subsidiary of a parent of a Selling Insider; (iv) to one or more of the Insiders; (v) by way of any pledge of Insider Shares made by the Selling Insider pursuant to a bona fide loan transaction that creates a mere --------- security interest; provided, however, that any transferees pursuant to this paragraph (E) ----------------- shall receive and hold such Insider Shares subject in all respects to the provisions of this Section 11.15 prior to any subsequent Transferletter agreement, and that there shall be no further transfer of such shares except in accordance herewith. (bF) To In the extent that one event a Selling Insider sells or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell transfers any Insider Shares in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage contravention of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to rights of Non-Selling Insiders under this Section 11.15 if and to the extent letter agreement, such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person sale or transfer shall be liable if null and void and each of the prospective transferee declines to do soInsiders agrees that the Company will not transfer on its books any certificate representing shares sold or transferred in violation of this letter agreement.