Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In Upon the event proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that Founder receives a bona fide offer from any person the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to purchase any of Founder's Common Stock sell to the Person acquiring Shares in the Co-Sale Transaction (the "Founder's Shares"“Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer Co-Sale Transaction (the "Transfer Notice"). (b“Transferring Co-Sale Stockholders”) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt Co-Sale Purchaser of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on demand stating the number of Shares held by Shareholder he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that are subject a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to cothe per Share price to be paid in the Co-sale rightsSale Transaction; provided, divided however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the sum Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation (Athe “Certificate”) the total number of shares of common stock held by all stockholders of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (including Shareholder) holding similar co-sale rights plus (B) the number giving effect to applicable orders of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrantspriority). The resulting percentage closing of the Co-Sale shall then be multiplied take place concurrently with the sale by the number of Shares proposed Transferring Co-Sale Stockholders to be purchased by the transferee Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or purchase all of Founder's the Shares which were such Stockholders desire to sell, neither the subject of Company nor any Stockholders shall enter into the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90Co-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionSale Transaction. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In At any time the event that Founder receives Principal Stockholder intends to Transfer any Shares in one or more brokerage transactions, the Principal Stockholder shall deliver to each other Stockholder a bona fide offer from any person to purchase any of Founder's Common Stock notice (the a "Founder's SharesMarket Trade Notice") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on stating the number of Shares held by Shareholder that are subject the Principal Stockholder intends to co-sale rights, divided by Transfer and providing an indicative range of prices per Share. Each other Stockholder shall have two Business Days following delivery of a Market Trade Notice to respond to the sum of Principal Stockholder in writing (Aa "Market Trade Response") the total indicating its desire to participate in such brokerage transactions with respect to a number of shares of common stock held by all stockholders of the Company Shares not to exceed (including Shareholder) holding similar co-sale rights plus (Bi) the number of shares of common stock Shares then held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be such Stockholder multiplied by a fraction, the numerator of which is the number of Shares proposed to be purchased transferred by the transferee to determine Principal Stockholder in such Transfer and the actual denominator of which is the number of Shares eligible held by the Principal Stockholder at the time of such Transfer (such maximum being the "Pro Rata Allocation"). Each Stockholder agrees to execute any such brokerage transactions through a broker designated by the Principal Stockholder (the "Broker"). Each Market Trade Response shall indicate the maximum number of Shares that the Stockholder intends to make available for sale by ShareholderTransfer through the Broker in connection with the Market Trade Notice and the price range at which such Stockholder agrees to a Transfer of Shares. Commencing on the third Business Day after delivery of the Market Trade Notice, the Broker shall use its reasonable efforts to execute such Transfers, subject to market conditions. Such Transfers shall be effected as closely as practicable in proportion to the respective Pro Rata Allocations of each participating Stockholder at the time of such Transfer or, if less, the number of Shares specified in such Stockholder's Market Trade Response, and provided that any Stockholder that has specified a minimum price in its Market Trade Response that exceeds the minimum price indicated in the Market Trade Notice shall not be considered a participating Stockholder with respect to Transfers executed below such Stockholder's specified minimum price. Each Stockholder agrees that it is solely responsible to ensure that its respective Shares are available for Transfer through the Broker. Each Stockholder shall be liable for and shall pay any customary brokerage commissions related to its respective Transfer (it being acknowledged that the Principal Stockholder may not be liable to pay commissions in respect of its Transfers). Each Stockholder also agrees that neither the delivery of a Market Trade Notice nor the receipt of a Market Trade Response creates any liability or obligation on the part of the Principal Stockholder and acknowledges that the Broker may be unable to execute any Transfer for the number of Shares or at the price range indicated in a Market Trade Response. To the extent that any Shares subject thereto have not been Transferred, the Broker shall cease making trades in connection with a Market Trade Notice at the close of business on the twelfth Business Day following delivery of the Market Trade Notice. Upon written request of any Stockholder, any unsold Shares shall be promptly returned to such Stockholder. (cb) In If at any time the event Shareholder declines Principal Stockholder proposes to exercise Transfer any Shares (other than Permitted Transfers or Transfers to which paragraph (a) applies), then at least 30 days prior to the co-sale right as allowed by this Sectionclosing of such Transfer, Founder the Principal Stockholder shall deliver a written notice (the "Sale Notice") to each of the other Stockholders specifying in reasonable detail the identity of the prospective transferee and the terms and conditions of the Transfer. Each Stockholder may, within 90 15 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at giving of the Sale Notice, give written notice (a price and on terms no less favorable "Tag-Along Notice") to the transferee(s) than Principal Stockholder stating that such Stockholder wishes to participate in such proposed Transfer and specifying the amount of Shares such Stockholder desires to include in such proposed Transfer, not to exceed its Pro Rata Allocation. If no Stockholder gives the Principal Stockholder a timely Tag-Along Notice with respect to the Transfer proposed in the Sale Notice, the Principal Stockholder may thereafter Transfer the Shares specified in the Transfer Sale Notice on substantially the same terms and conditions set forth in the Sale Notice. Founder's If one or more of the Stockholders gives the Principal Stockholder a timely Tag-Along Notice, then the Principal Stockholder shall use all reasonable efforts to cause each prospective transferee to agree to acquire all Shares transferred identified in accordance with the provisions of this Section shall no longer be subject all Tag-Along Notices that are timely given to the restrictions on Founder's Shares forth in this Section. After Principal Stockholder, upon the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, same terms and transfers pursuant to a pledge to secure indebtedness, shall not be subject conditions as applicable to the provisions of this Section, provided that the Principal Stockholder's Shares. If such prospective transferee agrees in writing is unwilling or unable to acquire all Shares proposed to be bound by included in such sale upon such terms, then the provisions Principal Stockholder may elect either (i) to cancel such proposed Transfer or (ii) to allocate the maximum number of this Section with respect Shares that each prospective transferee is willing to any subsequent transfer of purchase among the Principal Stockholder and the Stockholders giving timely Tag-Along Notices in proportion to each such sharesStockholder's and such Principal Stockholder's respective Pro Rata Allocation.

Co-Sale Rights. The Company shall, and shall cause its officers and directors (acollectively with the Company the "Shareholders") to, grant to the undersigned a right of co-sale (on a pro-rata basis) such that upon notice to the undersigned of any non-public sale or disposition of shares of the Company by such Shareholders and/or the Company, the undersigned, upon written notice to the Company and/or the selling Shareholders, shall be entitled to participate, pro-rata as determined by each party's percentage ownership in the Company, in such sale of shares of the Company on the same terms and conditions as the Company and/or the selling Shareholders. In the event that Founder receives the Company or a bona fide offer from Shareholder sells any person shares in contravention of the co-sale rights of the undersigned under this Agreement (a "Prohibited Transfer"), the undersigned, in addition to purchase any of Founder's Common Stock (such other remedies as may be available at law, in equity or hereunder, shall have the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transfereeput" option provided below, and the Company and the Shareholders shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, the undersigned shall have the right to sell to the Company the number of shares equal to the number of shares the undersigned would have been entitled to transfer to the purchaser hereunder had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (1) The price per share at which the shares are to be sold to the Company shall be equal to the price per share paid by the purchaser to the Shareholder or the Company in the Prohibited Transfer. The Company shall also reimburse the undersigned for any and terms upon which he proposes all fees and expenses, including legal fees and expense, incurred pursuant to make such transfer (the "Transfer Notice")exercise or the attempted exercise of the undersigned's rights hereunder. (b2) Within fifteen ninety (1590) days after delivery the later of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share dates on which the undersigned either (A) received notice of the total number Prohibited Transfer or (B) otherwise became aware of shares the Prohibited Transfer, the undersigned shall, if exercising the option created hereby, deliver to be purchased by the transferee described in Company the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (3) The Company shall, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment certificate or certificates for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided sold by the sum undersigned pursuant to this Subsection, pay the aggregate purchase price therefore and the amount of (A) the total number of shares of common stock held reimbursable fees and expense in cash or by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable other means acceptable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectionundersigned. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during the term of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (a10) In the event that Founder receives days prior to any proposed Transfer by a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities ActPrincipal Shareholder, Founder such Principal Shareholder shall give a Transfer Notice to the Investor Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder notice within ten (10) business days of his intention the date of receipt of such Transfer Notice. Each Investor Shareholder shall have the right to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transfereetransferee(s) as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the price same terms and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholder, multiplied by a fraction, the numerator of which is the Investor Securities owned by such Investor Shareholder may and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Investor Shareholders elect to sell up participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to Shareholder's pro rata share obtain the agreement of the total number prospective transferee(s) to the participation of the Investor Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to be purchased by such prospective transferee(s) unless such prospective transferee(s) allow(s) the transferee described participation of the Investor Shareholders on the terms specified in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares Notice. Subject to the transferee described in foregoing, the Transfer Notice upon receipt of payment for such shares from such transferee for Transferring Shareholder(s) may, within sixty (60) days after the benefit of Shareholder. Founder shall thereupon notify the transferee expiration of the co-sale arrangements hereunderten (10) business day period referred to above, and instruct Transfer the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held Offered Securities (reduced by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at Securities with respect to which the date of Investor Shareholders have elected to participate, if any) to the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (ctransferee(s) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of identified in the Transfer Notice at a price and on the terms no less more favorable to the transferee(sTransferring Shareholder(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with ; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Section shall no longer be subject Agreement applicable to the restrictions on Founder's Shares forth in this Sectiontransferor(s). After the expiration of said 90-However, if such Transfer is not consummated within such sixty (60) day period, Founder the Transferring Shareholder(s) shall not transfer Transfer any shares of Founder's Shares the Offered Securities as have not been purchased within such period without again complying with this Section. (d) Any transfer all of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer holder of such sharesshares of Securities without the consent of the Investor Shareholders.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from Holdings proposes to sell any shares of the Stock held by Holdings to any person (except to purchase any the Company by way of Founder's Common Stock redemption, repurchase or the like), the other Stockholders shall then have a right of co-sale (the "Founder's Shares"“Right of Co-Sale”) in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice with respect to any shares of his intention to sell Founder's Shares, describing the amount of Founder's Shares Stock proposed to be transferredsold. Before any proposed transfer, Holdings shall give the identity other Stockholders ten (10) days written notice (the “Co-Sale Notice”) which sets forth the terms of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery sale of the Transfer Noticeshares of Stock held by Holdings, Shareholder may elect including, without limitation, the proposed purchase price for shares of Series A Preferred Stock, which, in the event Holdings is not proposing to sell up to Shareholder's pro rata share any shares of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be soldSeries A Preferred Stock, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the conversion ratio of the Series A Preferred Stock then in effect as if such shares of Series A Preferred Stock had been converted to Common Stock in accordance with the terms of the Certificate of Designation. Each other Stockholder shall have the right at any time within ten (10) days from the date of the Co-Sale Notice within which to deliver to Holdings and to the Company notice of its election (the “Election Notice”) to exercise the Right of Co-Sale and to sell to the proposed transferee named in the Co-Sale Notice (at the applicable price per share set forth in the Co-Sale Notice) the aggregate number of Shares shares of Stock proposed to be sold to such purchaser multiplied by a fraction, the numerator of which is the number of shares actually held by Shareholder that are subject to co-sale rights, divided by such other Stockholder and the sum denominator of (A) which equals the total number of shares of common stock Stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) Stockholders of the number Company. After the delivery of the Election Notice, the Stockholders shall have the right to sell their respective portion of the shares of Stock to the proposed transferee, and Holdings shall have the right to sell its portion of shares of common stock held by Founder at Stock remaining after the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied exercise, if any, by the number other Stockholders of Shares proposed to their Right of Co-Sale, on the same terms and conditions otherwise described in the Co-Sale Notice. Any Stockholder who exercises his, her or its Right of Co-Sale under this Section 4(b) shall be purchased bound by the same terms and conditions as are both agreed to by Holdings in the applicable sale agreement (including any indemnity and escrow provisions thereof) and consistent with the Co-Sale Notice; provided, however, in no event shall any such Stockholder be required to represent to the prospective transferee to determine more than such Stockholder’s valid title to (and absence of any encumbrances or liens upon) the actual number Stock and such Stockholder’s authority to enter into such sale agreement and related documents, as well as the validity, binding nature and enforceability of Shares eligible for such agreements against such Stockholder. Such sale by Shareholder. shall be consummated not later than sixty (c60) In days following the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, Election Notice. Any proposed transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified and conditions differing materially from those described in the Transfer Election Notice. Founder's Shares transferred in accordance with the provisions of this Section , shall no longer again be subject to the restrictions on Founder's Shares forth Right of Co-Sale and shall require compliance by Holdings with the procedures described in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionSection 4. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.”

Co-Sale Rights. (a) In the event that Founder receives If at any time a bona fide offer from any person CCMP Investor proposes to purchase sell, Transfer or assign any of Founder's Common Stock its Stockholder Shares (other than to a member of such CCMP Investors’ Group), then at least thirty (30) days prior to the closing of such proposed transaction, such CCMP Investor shall deliver a written notice (the "Founder's Shares"“Co-Sale Notice”) to all Other Stockholders offering such Other Stockholders the option to participate in a private transaction exempt from registration under such proposed transaction. Such Co-Sale Notice shall specify in reasonable detail the Securities Actidentity of the prospective Transferee, Founder shall give Shareholder notice the number and class(es) of his intention to sell Founder's Shares, describing the amount of Founder's Stockholder Shares proposed to be transferredTransferred, the identity of proposed purchase price for such Stockholder Shares and all other terms and conditions material to the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice")sale. (b) Within Any Other Stockholder may, within fifteen (15) days after delivery of the Transfer receipt of a Co-Sale Notice (the “Co-Sale Offer Period”), give written notice (each, a “Tag-Along Notice, Shareholder may elect ”) to sell up such CCMP Investor stating that such Other Stockholder wishes to Shareholder's pro rata share participate in such proposed transaction and specifying the amount of Stockholder Shares such Stockholder desires to include in such proposed transaction. Such Other Stockholder shall only include Stockholder Shares in the Tag-Along Notice of the total number of shares to be purchased by the transferee described same class, series or type (and in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be same proportion) of Stockholder Shares being sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for Transferred or assigned by such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by ShareholderCCMP Investor. (c) In If no Other Stockholder gives such CCMP Investor a Tag-Along Notice within the event Shareholder declines to exercise the coCo-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable Sale Offer Period with respect to the transferee(s) than transaction proposed in the Co-Sale Notice, such CCMP Investor may thereafter consummate the transaction specified in the Transfer Co-Sale Notice on terms and conditions not more favorable to such CCMP Investor than as set forth in the Co-Sale Notice. Founder's If one or more Other Stockholders give such CCMP Investor a Tag-Along Notice within the Co-Sale Offer Period, then such CCMP Investor shall use all reasonable efforts to cause the prospective Transferee(s) to agree to acquire all Stockholder Shares transferred identified in accordance with all Tag-Along Notices that are timely given to such CCMP Investor, upon the provisions same terms and conditions as applicable to such CCMP Investor’s Stockholder Shares. If the prospective Transferee(s) are unwilling or unable to acquire all Stockholder Shares proposed to be included in such sale upon such terms, then such CCMP Investor shall 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 Tag-Along Notices within the Co-Sale Offer Period in proportion to each such Stockholder’s pro rata owned portion of the particular class, series or type of Stockholder Shares subject to this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. 2.2 (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian excluding for the benefit purposes of Founder or a family member of Foundersuch calculation, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound Stockholder Shares held by the provisions of this Section with respect to any subsequent transfer of such sharesOther Stockholders who have not delivered a timely Tag-Along Notice).

Co-Sale Rights. (a) In To the event extent that Founder receives a bona fide offer from any person the Rightholders do not exercise their right of first refusals in full as to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Offered Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferredTransferred by the Transferor to the prospective transferee identified in the Transfer Notice pursuant to Section 5.01, the identity of Rightholders (each, a “Co-Sale Rightholder”) shall have the proposed transfereeright to participate in such sale to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within ten (10) Business Days after expiration the Option Period, and or the price and terms upon which he proposes to make such transfer Second Option Period, as the case may be (the "Transfer Notice"“Co-Sale Option Period”). (b) Within fifteen (15) days after delivery The maximum number of the Transfer Notice, Shareholder Company Securities that each Co-Sale Rightholder may elect to sell up shall be equal to Shareholder's pro rata share the product of (i) the aggregate number of Offered Securities after any Transfer made pursuant to Section 5.01, multiplied by (ii) a fraction, the numerator of which shall be the number of Ordinary Shares owned by such Co-Sale Rightholder (including all Preferred Shares held by such Co-Sale Rightholder on an as-converted basis) and the denominator of which shall be the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Ordinary Shares held by Shareholder that are subject the Transferor and all participating Co-Sale Rightholders immediately prior to co-sale rights, divided by the sum of proposed Transfer (A) the total number of shares of common stock including all Preferred Shares held by all stockholders of the Company (including Shareholder) holding similar cosuch Shareholders on an as-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrantsconverted basis). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In Each Co-Sale Rightholder shall effect its participation in the event Shareholder declines sale by promptly delivering to exercise the coTransferor for Transfer to the prospective transferee, before the applicable closing, one or more certificates, which represent the type and number of Company Securities which the Co-Sale Rightholder elects to sell. (d) The share certificate or certificates that each Co-Sale Rightholder delivers to the Transferor pursuant to Section 5.02(c) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale right as allowed of the Company Securities, issue a new certificate to each Co-Sale Rightholder for the remaining balance. The Transferor shall concurrently therewith remit to each Co-Sale Rightholder that portion of the sale proceeds to which the Co-Sale Rightholder is entitled by this Section, Founder may, within 90 days after reason of its participation in such Transfer. The Company shall update its register of members upon consummation of such Transfer. (e) To the date on which Shareholder's extent that (x) any prospective purchaser prohibits the participation by any Co-Sale Rightholder exercising its co-sale rights lapsedhereunder in a proposed Transfer or otherwise refuses to purchase Company Securities from such Co-Sale Rightholder, transfer some or all (y) such prospective purchaser fails to consummate the purchase of Founder's Shares which were the subject Company Securities from such Co-Sale Rightholder prior to, or simultaneously with, the consummation of the Transfer Notice at a price of the Offered Securities, then the Transferor shall not sell to such prospective purchaser any Company Securities unless and on terms no less favorable until, prior to, or simultaneously with, such sale, the Transferor shall purchase from the Co-Sale Rightholder such Company Securities that the Co-Sale Rightholder would otherwise be entitled to sell to the transferee(s) than prospective purchaser pursuant to its co-sale rights for the same consideration and subject to the terms and conditions as the proposed Transfer specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In To the event extent that Founder receives a bona fide offer from the Rightholders do not exercise their right of first refusals as to any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Offered Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, sold by the identity of Transferor to the proposed transferee, and prospective transferee identified in the price and terms upon which he proposes to make such transfer (the "Transfer Notice"), such Rightholders (each, a “Co-Sale Rightholder”) shall have the right to participate in such sale, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within the Option Period. (b) Within fifteen (15) days after delivery Subject to ‎Section 4.02(c), the maximum number of the Transfer Notice, Shareholder Company Securities that each Co-Sale Rightholder may elect to sell up shall be equal to Shareholder's pro rata share the product of (i) the total Companies Securities owned by the Transferor (including all Preferred Shares held by the Transferor on an as-converted to Ordinary Share basis), multiplied by (ii) a fraction, the numerator of which shall be the number of Ordinary Shares owned by such Co-Sale Rightholder (including all Preferred Shares held by such Co-Sale Rightholder on an as-converted to Ordinary Share basis) and the denominator of which shall be the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Ordinary Shares held by Shareholder that are subject the Transferor and all participating Co-Sale Rightholders immediately prior to co-sale rights, divided by the sum of proposed Transfer (A) the total number of shares of common stock including all Preferred Shares held by all stockholders of the Company (including Shareholder) holding similar cosuch Shareholders on an as-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrantsconverted to Ordinary Share basis). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In If any Co-Sale Rightholder (the event Shareholder declines “Non-exercising Co-Sale Rightholder”) fails to exercise its right to sell its full portion of the coCompany Securities held by it as determined pursuant to ‎Section 4.02(b), the Company shall deliver a written notice thereof (the “Second Co-sale right as allowed by this Section, Founder maySale Notice”), within 90 five days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject expiration of the Transfer Notice at a price and on terms no less favorable Option Period, to the transferee(sTransferor and to each Co-Sale Rightholder that elected to sell its full portion of the Company Securities held by it as determined pursuant to ‎Section 4.02(b) than specified (an “Exercising Co-Sale Rightholder”). The Exercising Co-Sale Rightholders shall have a right of re-allotment, and may exercise an additional right to sell the Company Securities held by it but not included in the proposed Transfer pursuant to this section by notifying the Transferor and the Company in writing within 30 Business Days after receipt of the Second Co-Sale Notice. Founder's Shares transferred ; provided that if the Exercising Co-Sale Rightholders desire to sell in accordance with aggregate more than the provisions number of this Section shall no longer such portion entitled to be subject included by all Non-Exercising Co-Sale Rightholders, then such remaining portion will be allocated to the restrictions extent necessary among the Exercising Co-Sale Rightholder on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectiona pro rata basis. (d) Any transfer Each Co-Sale Rightholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more certificates, which represent the type and number of Founder's Shares without consideration Company Securities which the Co-Sale Rightholder elects to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Foundersell. In any such Transfer, and transfers pursuant to a pledge to secure indebtedness, each Co-Sale Righholder shall not be subject required to provide any representations, warranties or indemnities in connection with such sale of its Company Securities (other than representations, warranties and indemnities with respect to its title to, and ownership of, such Company Securities held and to be sold by such Co-Sale Rightholder). (e) The share certificate or certificates that each Co-Sale Righholder delivers to the Transferor pursuant to ‎Section 4.02(d) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Co-Sale Notice, issue a new certificate to each Co-Sale Rightholder for the remaining balance. The Transferor shall concurrently therewith remit to each Co-Sale Rightholder that portion of the sale proceeds to which the Co-Sale Rightholder is entitled by reason of its participation in such Transfer. The Company shall update its register of members upon consummation of such Transfer. (f) To the extent that any prospective purchaser prohibits the participation by the Co-Sale Rightholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase Company Securities from such Co-Sale Righholder, the Transferor shall not sell to such prospective purchaser any Company Securities unless and until, simultaneously with such sale, the Transferor shall purchase from the Co-Sale Rightholder such Company Securities that the Co-Sale Rightholder would otherwise be entitled to sell to the prospective purchase pursuant to its co-sale rights for the same consideration and on the terms and conditions as the proposed Transfer described in the Co-Sale Notice. (g) These provisions of this Section, provided that the transferee agrees in writing ‎Section 4.02 shall apply mutatis mutandis to be bound by the any Transfer of any or all Equity Securities of any Principal. (h) The provisions of this Section with respect to any subsequent transfer ‎Section 4.02 shall terminate upon the consummation of such sharesan initial Public Offering.

Co-Sale Rights. 11.1 Each Initial Shareholder shall have the right to participate, on a pro rata basis, in any sale or Disposal by Shareholders (aother than the Initial Shareholders) In to a Proposed Transferee upon the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") same terms and conditions as set forth in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, subject to the terms and conditions set forth in this clause 11. An Initial Shareholder may elect shall exercise its right by delivering to the Transferor, within five Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Shares such Initial Shareholder desires to sell up to Shareholder's the Proposed Transferee. At the closing of the transaction, such Initial Shareholder shall deliver one or more certificates representing the number of Shares which such Initial Shareholder elects to sell hereunder together with instruments of transfer and other documents necessary for transfer of such Shares to the Proposed Transferee, and the Transferor shall pay to such Initial Shareholder a pro rata share amount of the purchase price received from the Proposed Transferee as corresponds to the number of Shares sold by such Initial Shareholder as a proportion of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares Shares sold to the transferee described in Proposed Transferee. Each Initial Shareholder shall have the Transfer Notice upon receipt right to sell up to that number of payment for Shares equal to the product of (1) the number of Offered Shares multiplied by (2) a fraction, the numerator of which is the number of Shares owned by such shares from such transferee for the benefit of Initial Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for denominator of which is the shares to be purchased from Shareholder to Shareholder. For the purpose sum of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on (i) the number of Shares held by Shareholder that are subject to co-sale rights, divided the Transferor after any exercise of the Right of First Refusal by the sum of Initial Shareholders and (Aii) the total number of shares of common stock Shares held by all stockholders the Initial Shareholders electing to sell Shares pursuant to this clause. In the event that the Proposed Transferee desires to purchase a number of Shares different from the amount of the Company (including Offered Shares, the amount that the Proposed Transferee desires to purchase shall be substituted for Offered Shares in the above equation for the purpose of determining each Initial Shareholder) holding similar ’s participation rights. If none of the Initial Shareholders elect to participate in the sale of the Offered Shares subject to the Transfer Notice, the Transferor may complete the transfer of the Offered Shares covered by the Transfer Notice in accordance with clause 10.4. Any proposed transfer on terms and conditions more favourable than those described in the Transfer Notice, as well as any subsequent proposed transfer of any of the Offered Shares by the Transferor, shall again be subject to the co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities Initial Shareholders and exercise of all options and warrants). The resulting percentage shall then be multiplied require compliance by the number of Shares proposed to be purchased by Transferor with the transferee to determine the actual number of Shares eligible for sale by Shareholderprocedures described in this clause 11. (c) In 11.2 To the event extent that any Proposed Transferee prohibits such assignment or otherwise refuses to purchase Shares from any Initial Shareholder declines to exercise the exercising its rights of co-sale right as allowed by under this Sectionclause 11, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable Transferor shall not sell to the transferee(s) than Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Proposed Transferee shall purchase such Shares from such Initial Shareholder on the same terms and conditions specified in the Transfer Notice. 11.3 The exercise or non-exercise of the right to participate under this clause 11 with respect to a particular sale or Disposal by a Shareholder (other than the Initial Shareholders) shall not adversely affect any Initial Shareholder’s right to participate in subsequent sales or Disposals by a Shareholder (other than the Initial Shareholders) pursuant to this clause 11. 11.4 Save as provided in this Agreement, Jitter Bug may not, without the prior written consent of the Investors, Dispose of its beneficial interest in Shares or shares held directly or indirectly in the share capital or equity interest of any Group Company. Founder's Shares transferred in accordance with If a Founder is the provisions of this Section Transferor under clause 10, clause 11.1 shall no longer be subject to the restrictions on Founder's Initial Shareholders’ right to transfer or Dispose of Shares forth held in this Section. After their respective names in priority to the expiration Shares to be transferred or Disposed of said 90-day periodby the Founder as Transferor and each Initial Shareholder may transfer or Dispose of up to that number of Shares equal to the sum of (1) the number of Offered Shares multiplied by (2) a fraction, Founder shall not transfer any the numerator of Founder's which is the number of Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founderowned by such Initial Shareholder, and transfers the denominator of which is the number of Shares held by all the Initial Shareholders electing to sell Shares pursuant to a pledge to secure indebtednessclause 11.1. Any sale, shall not be subject assignment or other transfer or Disposal of Offered Shares by the Founder contrary to the provisions of this SectionAgreement hereof shall be null and void, provided that and the transferee agrees in writing Proposed Transferee shall not be recognised by the Company as the holder or owner of the Offered Shares purported to be bound by sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until the provisions Founder has satisfied the requirements of this Section Agreement with respect to such Disposal. The Founder shall provide the Company and the Investors with written evidence that such requirements have been met or waived prior to consummating any subsequent sale, assignment, transfer or other Disposal of securities, and no Shares shall be transferred on the books of the Company until such shareswritten evidence has been received by the Company and the Investors or the Disposal of the Shares is consented to by the Investors in writing. 11.5 The certificates evidencing the Shares of the Company shall bear, in addition to any other legend required under the applicable laws, the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS, INCLUDING RESTRICTIONS ON TRANSFER, AS SET FORTH IN A SHAREHOLDERS’ AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE ISSUER AND CERTAIN SHAREHOLDERS OF THE ISSUER.” 11.6 The legend referred to in clause 11.5 shall be removed upon termination of this Agreement.

Co-Sale Rights. The Company shall, and shall cause its officers and directors (acollectively with the Company the "Shareholders") to, grant to the undersigned a right of co-sale (on a pro-rata basis) such that upon notice to the undersigned of any non-public sale or disposition of shares of the Company by such Shareholders and/or the Company, the undersigned, upon written notice to the Company and/or the selling Shareholders, shall be entitled to participate, pro-rata as determined by each party's percentage ownership in the Company, in such sale of shares of the Company on the same terms and conditions as the Company and/or the selling Shareholders. In the event that Founder receives the Company or a bona fide offer from Shareholder sells any person shares in contravention of the co-sale rights of the undersigned under this Agreement (a "Prohibited Transfer"), the undersigned, in addition to purchase any of Founder's Common Stock (such other remedies as may be available at law, in equity or hereunder, shall have the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transfereeput" option provided below, and the Company and the Shareholders shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, the undersigned shall have the right to sell to the Company the number of shares equal to the number of shares the undersigned would have been entitled to transfer to the purchaser hereunder had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (1) The price per share at which the shares are to be sold to the Company shall be equal to the price per share paid by the purchaser to the Shareholder or the Company in the Prohibited Transfer. The Company shall also reimburse the undersigned for any and terms upon which he proposes all fees and expenses, including reasonable legal fees and expenses, incurred pursuant to make such transfer (the "Transfer Notice")exercise or the attempted exercise of the undersigned's rights hereunder. (b2) Within fifteen ninety (1590) days after delivery the later of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share dates on which the undersigned either (A) received notice of the total number Prohibited Transfer or (B) otherwise became aware of shares the Prohibited Transfer, the undersigned shall, if exercising the option created hereby, deliver to be purchased by the transferee described in Company the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (3) The Company shall, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment certificate or certificates for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided sold by the sum undersigned pursuant to this Subsection, pay the aggregate purchase price therefore and the amount of (A) the total number of shares of common stock held reimbursable fees and expense in cash or by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable other means acceptable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectionundersigned. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event that Founder (i) FP receives a bona fide offer from any person to purchase any of Founder's Common Stock FP’s Company Securities and (ii) FP determines to sell any of its Company Securities, FP shall first give the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder Xxxxxx Stockholders notice of his its intention to sell Founder's Sharessuch shares, describing the amount number of Founder's Shares shares proposed to be transferredsold, the identity of the proposed transfereepurchaser, and the price and terms upon which he FP proposes to make such transfer sale (the "Transfer “Sale Notice"”). (b) Within fifteen (15) 10 days after delivery of the Transfer Sale Notice, Shareholder a Xxxxxx Stockholder may elect to sell up to Shareholder's pro rata share such Xxxxxx Stockholder’s Pro Rata Share of the total number of shares to be purchased by the transferee purchaser described in the Transfer Sale Notice by giving written notice thereof to Founder FP and tendering to Founder the Secretary of the Company a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee purchaser described in the Transfer Sale Notice upon receipt of payment for such shares from such transferee purchaser for the benefit of Shareholdersuch Xxxxxx Stockholder. Founder FP shall thereupon notify the transferee purchaser of the co-sale arrangements hereunder, and instruct the transferee purchaser to deliver payment for the shares to be purchased from Shareholder by such purchaser to Shareholder. For the purpose Secretary of the co-sale right set forth Company, who shall transmit such payment to such Xxxxxx Stockholders in this Section, payment for the pro rata share of Shareholder shall be determined based on the number of Shares held shares sold by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholdereach. (c) In To the event Shareholder declines extent any of the Xxxxxx Stockholders decline to exercise the co-sale right as allowed by this SectionSection 3.03, Founder FP may, within 90 30 days after the date on which Shareholder's the Xxxxxx Stockholders’ co-sale rights lapsed, transfer sell some or all of Founder's Shares FP’s Company Securities which were the subject of the Transfer Sale Notice at a the price and on the terms no less favorable to the transferee(s) than specified in the Transfer Sale Notice. Founder's Shares transferred in accordance After the expiration of said 30 day period, FP shall not sell any of its Company Securities without first complying with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section3.03. (d) Any transfer This Section 3.03 shall not apply to any offer or sale of Founder's Shares without consideration FP’s Company Securities pursuant to a family member the exercise by FP of Founder its rights under the Amended and Restated Registration Rights Agreement or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to sale under Rule 144 under the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such sharesSecurities Act.

Co-Sale Rights. (a) In Upon the event proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that Founder receives a bona fide offer from any person the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to purchase any of Founder's Common Stock sell to the Person acquiring Shares in the Co-Sale Transaction (the "Founder's Shares"“Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer Co-Sale Transaction (the "Transfer Notice"). (b“Transferring Co-Sale Stockholders”) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt Co-Sale Purchaser of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on demand stating the number of Shares held by Shareholder he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that are subject a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to cothe per Share price to be paid in the Co-sale rightsSale Transaction; provided, divided however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the sum of (A) Company in complete liquidation pursuant to the total number of shares of common stock held by all stockholders rights and preferences set forth in the Charter of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (including Shareholder) holding similar co-sale rights plus (B) the number giving effect to applicable orders of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrantspriority). The resulting percentage closing of the Co-Sale shall then be multiplied take place concurrently with the sale by the number of Shares proposed Transferring Co-Sale Stockholders to be purchased by the transferee Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or purchase all of Founder's the Shares which were such Stockholders desire to sell, neither the subject of Company nor any Stockholders shall enter into the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90Co-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionSale Transaction. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. Upon receipt of a Transfer Notice, each of the Preferred Stockholders (a) In the event that Founder receives a bona fide offer from other than any person of them who elect to purchase any of Founder's Common Stock (the "Founder's Shares"Offered Securities pursuant to Section 3.2(a) hereof), may elect to participate in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder contemplated Transfer by delivering written notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within Transferring Stockholder within fifteen (15) days after delivery the effective date of such Transfer Notice. Each of the Preferred Stockholders so electing will be entitled to sell in the contemplated Transfer, at the same price and on the same terms as specified in the Transfer Notice, a number of shares of Common Stock equal to (and not less than) the product of (i) the quotient determined by dividing (A) the number of shares of Common Stock held by such Preferred Stockholder (for this purpose, including shares of Common Stock issuable upon exercise, conversion or exchange of shares of Preferred Stock and other Derivative Securities held by such Preferred Stockholder), by (B) the aggregate number of shares of Common Stock held by the Transferring Stockholder and all such Preferred Stockholders (for this purpose, including shares of Common Stock issuable upon exercise, conversion, or exchange of shares of Preferred Stock and other Derivative Securities held by the Transferring Stockholder and all such Preferred Stockholders), and (ii) after giving effect to Section 3.2(a), the remaining Offered Securities to be sold in the contemplated Transfer. The Transferring Stockholder will be entitled to sell in the contemplated Transfer the balance of the equity securities proposed to be so sold. The Transferring Stockholder will use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to allow the participation of the Preferred Stockholders in any contemplated Transfer and will not Transfer any equity securities to such prospective transferee(s) unless (y) such prospective transferee(s) allows the participation of the Preferred Stockholders on the terms specified herein or (z) simultaneously with such sale, the Transferring Stockholder purchases all securities subject to the right of co-sale from such participating Preferred Stockholder(s) on the same terms and conditions (including the proposed purchase price) as set forth in the Transfer Notice; provided, however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the Transferring Stockholder to such participating Preferred Stockholder(s) shall be made in accordance with Section 3.2(c) below. Subject to the foregoing and to the provisions of Section 3.2(a) hereof, the Transferring Stockholder may, within ninety (90) days after the date of the Transfer Notice, Shareholder may elect transfer the Offered Securities (reduced by the number of equity securities with respect to sell up to Shareholder's pro rata share which any of the total number of shares Preferred Stockholders have elected to be purchased by the transferee described participate, if any) at a price and on terms specified in the Transfer Notice Notice; provided, that such transferee(s) first executes and delivers to the Company a written agreement to be bound by giving written notice thereof all of the provisions of this Agreement applicable to Founder Restricted Holders and tendering to Founder a certificate representing naming the Company and the Preferred Stockholders as intended third-party beneficiaries of such agreement. If such Transfer is not consummated within such ninety (90) day period, however, the Transferring Stockholder will not transfer any of the Offered Securities that have not been purchased within such period without again complying with all of the provisions of this Section 3. The Preferred Stockholders shall effect their participation in the Transfer by (A) converting the shares of Preferred Stock to be soldsold to Common Stock, if necessary, immediately prior to the completion of such Transfer, and (B) delivering to the Transferring Stockholder, on or prior to the Transfer Date, for transfer to the prospective purchaser, one or more certificates, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) which represent the number of shares of common stock held by Founder at Common Stock that any such participating Preferred Stockholder elects to sell. In the date event that such Preferred Stockholder elects to sell less than all of the shares represented by any stock certificate in accordance with the terms hereof, upon surrender of such certificate to the Company, the Company shall promptly issue to such Preferred Stockholder both a certificate representing that number of shares that such Preferred Stockholder elects to sell in such Transfer Notice and a residual certificate representing the number of shares that will not be sold in such Transfer (assuming conversion of all convertible securities and exercise of all options and warrantsthe “Residual Certificate”). The resulting percentage stock certificate or certificates representing shares that the participating Preferred Stockholder elects to sell shall then be multiplied by transferred to the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject prospective purchaser in consummation of the Transfer Notice at a price and on terms no less favorable sale of the Common Stock pursuant to the transferee(s) than terms and conditions specified in the Transfer Notice. Founder's Shares transferred in accordance with Notice and the provisions of this Section Residual Certificate shall no longer be subject returned to the restrictions on Founder's Shares forth in this Sectionparticipating Preferred Stockholder. After Subject to Section 3.2(c) below, the expiration Transferring Stockholder shall immediately upon receipt of said 90-day period, Founder shall not transfer any the proceeds from the sale of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound Common Stock held by the provisions participating Preferred Stockholders remit to each such participating Preferred Stockholder that portion of this Section with respect the proceeds to any subsequent transfer which such participating Preferred Stockholder is entitled by reason of its participation in such sharessale.

Co-Sale Rights. If the Proposed Transferee (awhich is neither a Stockholder or an Affiliate of a Stockholder) In the event that Founder receives has offered to purchase, in a bona fide offer arm’s length transaction, a sufficient number of Shares from any person one or more Selling Stockholders sufficient to purchase any cause a Change in Control, to the extent the Company and the Non-Selling Founding Stockholders decline or otherwise fail to exercise their rights of Founder's Common Stock (first refusal in full with respect to the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Offered Shares, describing the amount of Founder's Shares proposed to be transferred, the identity each of the proposed transferee, and other Stockholders may participate in the price and terms upon which he proposes to make such Selling Stockholder’s transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice Offered Shares by giving written notice thereof of its election to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares do so to the transferee described in Selling Stockholder and the Transfer Notice upon Company within thirty (30) days after its receipt of payment for the Notice. Each such shares from such transferee for participating Stockholder ("Participating Stockholder") shall then have the benefit of Shareholder. Founder shall thereupon notify right to sell to the transferee of Proposed Transferee, at the co-sale arrangements hereunder, same price and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the same terms as the Selling Stockholder, a number of Shares held by Shareholder that are subject shares (the “Co-Sale Shares”) equal to co-sale rights, divided by the sum of (Ai) the total number of shares of common stock held Shares owned by all stockholders of the Company Participating Stockholder, multiplied by (including Shareholder) holding similar co-sale rights plus (Bii) the number percentage represented by the ratio of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased being sold by the transferee Offered Stockholders to determine the actual total number of Shares eligible for owned by such Offered Stockholders, all on an as converted. To the extent that the Proposed Transferee refuses to purchase shares from the Participating Stockholders, the Selling Stockholder shall purchase such shares or other securities from the Participating Stockholders, on the terms set forth herein, concurrently with his sale by Shareholder. (c) of the Offered Shares to the Proposed Transferee. In the event Shareholder declines to exercise the connection with any co-sale right effected pursuant to this Section 1.2, the Participating Stockholders shall enter into an agreement with the purchaser on terms and conditions identical, to the extent feasible, with the agreement entered into by the Selling Stockholder providing representations and warranties and other terms and conditions agreed to by the Selling Stockholder. For purposes hereof, “Change in Control” shall be deemed to occur as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject a result of the Transfer Notice at bona fide sale of Shares, in one or a price and on terms no series of arm’s length transactions, if as a result of such sale, less favorable to than a majority of the transferee(s) than specified combined voting power of the outstanding securities of the Company immediately after such sale are held in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound aggregate by the provisions holders of this Section with respect voting stock of the Company immediately prior to any subsequent transfer of such sharestransaction.

Co-Sale Rights. (a) In If one or more Stockholders (individually or collectively, a “Tag Along Sale Stockholder”) proposes to Transfer (whether by sale, assignment or otherwise) to a purchaser or related group of purchasers (other than a current Stockholder of the event that Founder receives Company (and its Affiliates) and/or a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") Permitted Transferee in a private transaction exempt from registration under Permitted Transfer) more than fifteen percent (15%) of the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's then outstanding Shares, describing whether in one transaction or in a series of related transactions (a “Proposed Tag Along Sale”), and if the amount of Founder's Shares proposed to be transferredsold have not been purchased pursuant to the rights of first refusal set forth in Section 4.02, such Tag Along Sale Stockholder shall give at least thirty (30) calendar days prior notice to the Company and to each non-selling Major Stockholder (i.e., the Major Stockholder(s) whose Shares have not theretofore been offered for sale with respect to the Proposed Tag Along Sale) (each, a “Non-Selling Major Stockholder”), which notice for purposes of this Section 4.03 (the “Tag Along Sale Notice”), shall describe in reasonable detail the price, terms and conditions of such Proposed Tag Along Sale, and the identity of the proposed transferee, prospective purchaser(s). Each Non-Selling Major Stockholder may elect to participate in the Proposed Tag Along Sale by delivering notice to the Board and the price and terms upon which he proposes Tag Along Sale Stockholder within ten (10) Business Days following receipt by such Non-Selling Major Stockholder of the Tag Along Sale Notice specifying the amount of Shares each Non-Selling Major Stockholder desires to make include in such transfer (Proposed Tag Along Sale. Each Non-Selling Major Stockholder that makes such election, subject to this Section 4.03, shall be entitled to sell its Pro Rata Share of the "Transfer Notice")Shares to be sold in the Proposed Tag-Along Sale. To the extent that one or more Non-Selling Major Stockholders exercise such co-sale rights, the amount of Shares that the Tag Along Sale Stockholder may sell shall be ratably reduced. (b) Within fifteen (15) days after delivery Each Stockholder participating in a Proposed Tag Along Sale shall receive as its purchase price for each of its Shares being sold pursuant to such Proposed Tag Along Sale an amount equal to the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share amount of the total number of shares consideration per Share to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares delivered to the transferee described Tag Along Sale Stockholder in respect of its Shares, and subject to the Transfer Notice upon receipt same terms and conditions of payment for such shares offered to the Tag Along Sale Stockholder. To the extent that the purchaser(s) in a Proposed Tag Along Sale refuse to purchase Shares from such transferee for the benefit a Non-Selling Major Stockholder exercising its rights of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, the Tag Along Sale Stockholder shall not sell to such purchaser(s) any Shares unless and instruct until, simultaneously with such sale, the transferee Tag Along Sale Stockholder shall purchase such Shares from such Non-Selling Major Stockholder for such consideration and on such terms and conditions as would be required to deliver payment for put such Non-Selling Major Stockholder in the shares to be same position as such Non-Selling Major Stockholder would have been had such purchaser(s) purchased from Shareholder to Shareholder. For the purpose of the coNon-sale right set forth Selling Major Stockholder’s Shares as provided above in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by ShareholderSection 4.03. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event of any proposed Transfer of Ordinary Shares where any Founder Party is the Transferor, to the extent that Founder receives a bona fide offer from any person Preferred Rightholder that is entitled to purchase exercise but does not exercise its right of first refusal as to any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Offered Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferredsold by the Transferor to the prospective transferee identified in the Transfer Notice, such Preferred Rightholder (the identity “Preferred Co-Sale Rightholder”) shall have the right to participate in such sale, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within twenty (20) Business Days upon the expiration of the proposed Preferred Option Period or the Overallotment Option Period (as the case may be); provided that no Preferred Co-Sale Rightholder shall be obligated in connection with such Transfer (i) to pay any amount with respect to any liabilities arising from the representations and warranties made by it in excess of its share of the total consideration paid by the prospective transferee, and the price and terms upon which he proposes (ii) to make such transfer any representations or warranties concerning the Business or assets of the Group or any Group Company, or (the "Transfer Notice")iii) enter into any non-competition or non-solicitation covenant or agreement. (b) Within fifteen (15) days after delivery The maximum number of the Transfer Notice, Shareholder Company Securities that each Preferred Co-Sale Rightholder may elect to sell up shall be equal to Shareholder's pro rata share the product of (i) the aggregate number of the total number of shares Offered Securities subject to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Sectionherein, multiplied by (ii) a fraction, the pro rata share numerator of Shareholder which shall be determined based on the number of Ordinary Shares held by Shareholder that are subject to cosuch Preferred Co-sale rights, divided by the sum Sale Rightholder on an as-converted basis as of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion and the denominator of all convertible securities and exercise which shall be the total number of all options and warrants). The resulting percentage shall then be multiplied Ordinary Shares held by the number Transferor and all participating Preferred Co-Sale Rightholders as of Shares proposed to be purchased by the transferee to determine date of the actual number of Shares eligible for sale by ShareholderTransfer Notice on an as-converted basis. (c) In Each Preferred Co-Sale Rightholder shall effect its participation in the event Shareholder declines sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Preferred Co-Sale Rightholder elects to sell, together with an instrument of transfer in respect of such Company Securities duly executed by or on behalf of such Preferred Co-Sale Rightholder. (d) The share certificate or certificates that each Preferred Co-Sale Rightholder delivers to the Transferor pursuant to Section 4.02(c) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to each Preferred Co-Sale Rightholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer to record the Transfer of such Company Securities from the Preferred Co-Sale Rightholder to the transferee. To the extent one or more Preferred Co-Sale Rightholders exercise such right of co-sale in accordance with the terms and conditions set forth herein, the number of Offered Securities that the Transferor may sell in the Transfer to the third party transferee identified in the Transfer Notice shall be correspondingly reduced. (e) The Company Securities that the Preferred Co-Sale Rightholder(s) elect to sell by way of participation in such sale, as represented by the share certificate or certificates that each Preferred Co-Sale Rightholder delivers to the Transferor pursuant to Section 4.02(c) shall be transferred to the prospective purchaser in consummation of the sale of the Offered Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Transferor shall concurrently therewith remit, or shall procure the prospective transferee concurrently therewith remit to each such Preferred Co-Sale Rightholder that portion of the sale proceeds to which such Preferred Co-Sale Rightholder is entitled by reason of its participation in such sale. (f) To the extent that any prospective purchaser does not agree to the participation by a Preferred Co-Sale Rightholder in a proposed Transfer or otherwise refuses to purchase the Company Securities from a Preferred Co-Sale Rightholder, the Transferor shall not sell to such prospective purchaser any Offered Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Preferred Co-Sale Rightholder such Company Securities that such Preferred Co-Sale Rightholder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale rights under this Section 4.02 for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (g) The Transferor may consummate the Transfer of any Offered Securities that remain after the exercise of the right of first refusal by the Company, Tencent and the Preferred Rightholders and the co-sale right as allowed by this Sectionthe Preferred Co-Sale Rightholders pursuant to Section 4.01 or Section 4.02 to the prospective transferee, no later than one hundred and seventy (170) days (in case the prospective transferee is not a Tencent Restricted Person) or one hundred and forty (140) days (in case the prospective transferee is a Tencent Restricted Person) following delivery to the Company, the Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject and each Preferred Rightholder of the Transfer Notice at a price Notice, which shall be on the terms and on terms conditions no less more favorable to the transferee(s) prospective transferee than specified those described in the Transfer Notice. Founder's Shares transferred Any proposed transfer at a lower price or upon non-price terms and conditions that are more favorable to the prospective transferee than those described in accordance with the provisions Transfer Notice, as well as any proposed transfer of this Section any Company Securities by the Transferor after such 170-day or 140-day period (as the case may be) following delivery to the Company, the Founder and each Preferred Rightholder of the Transfer Notice, shall no longer again be subject to the restrictions on Founder's Shares forth in this Section. After right of first refusal by the expiration of said 90Company, Tencent and the Preferred Rightholders and the co-day periodsale right by the Preferred Co-Sale Rightholders, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founderas applicable, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to require compliance by the provisions Transferor with the procedures described in Sections 4.01 and 4.02 of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such sharesAgreement.

Co-Sale Rights. (a) In the event that Founder receives Upon delivery of a bona fide offer from any person Stockholder's Notice proposing to purchase any effect a sale or transfer of Founder's shares of Participating Common Stock to a person other than a Stockholder, each Remaining Stockholder (including any Remaining Stockholder who fails to exercise the "Founder's Shares"right of first refusal pursuant to Section 3) shall have the option to participate in a private transaction exempt from registration under such sale in the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice")manner hereinafter set forth. (b) Within fifteen (15) To exercise the option, a Remaining Stockholder shall give a written notice of election to the transferring Stockholder within five days after delivery the expiration of the Transfer Noticeperiod within which the right of first refusal described in Section 3 is to be exercised. All Remaining Stockholders who timely give such notice (the "Co-Selling Stockholders"), Shareholder may elect shall have the right to sell up their Participating Common Stock to Shareholderthe proposed purchaser upon the same terms and conditions specified in the Stockholder's Notice pro rata share with the transferring Stockholder according to the ratio of the total number of shares of Participating Common Stock owned by such Co-Selling Stockholder to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held Participating Common Stock owned by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the Stockholders whose shares are to be sold. The number of shares of common stock held Participating Common Stock to be sold by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage transferring Stockholder shall then be multiplied reduced by the number of Shares proposed such shares the Co-Selling Stockholders elect to be purchased by so sell. Each Co-Selling Stockholder shall bear his pro rata share of the transferee expenses incident to determine the actual number of Shares eligible for sale by Shareholdersuch sale. (c) In No Co-Selling Stockholder shall be required to make any representation or warranty in connection with the sale or transfer of Participating Common Stock pursuant to this Section 4 other than as to the Co-Selling Stockholder's ownership and authority to sell the Participating Common Stock proposed to be sold by him free of liens, claims and encumbrances, but each Co-Selling Stockholder shall be required to bear his proportionate share of any liability for indemnity obligations up to but in no event Shareholder declines in excess of the net proceeds received by the Co-Selling Stockholder for the Participating Common Stock sold by him pursuant to this Section 4. (d) Failure by the Remaining Stockholders to exercise the co-option within the five- day period shall be deemed a declination of any right to participate in such sale, provided that such sale right as allowed by this Section, Founder may, is completed within 90 120 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice expiration of such five-day period at a price and on terms no less favorable and conditions substantially similar to those set forth in the Stockholder's Notice. If the sale to the transferee(s) than specified in third party is not consummated within such period or if the Transfer Notice. Founder's Shares transferred in accordance with terms of sale are materially altered, then the Remaining Stockholders must be given another opportunity to participate pursuant to the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section4. (de) Any Notwithstanding the foregoing, the co-sale rights of the Stockholders shall not apply in the event of an offer, sale or transfer of Founder's Shares without consideration Participating Common Stock held by the personal representative or estate of any Stockholder to the extent that the Participating Common Stock is being offered, sold or transferred to a family member third party in order to obtain funds to pay federal or state taxes on behalf of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, estate; provided that the transferee agrees personal representative or estate shall have obtained the recipient's agreement in writing a written instrument to be bound by the provisions of the Agreement and the recipient shall be deemed to be a Stockholder for all purposes of this Agreement. (f) Notwithstanding the above, the terms of this Section with respect 4 shall not apply to any subsequent transfer sales of such sharesParticipating Common Stock in a registered public offering effected pursuant to the Registration Rights Agreement if co-sale of the Co-Selling Stockholders' Participating Common Stock is not permitted by the Registration Rights Agreement or by the Company.

Co-Sale Rights. (ai) In the event that Founder receives a bona fide offer from Prior to making any person Transfer of Shares (and subject to purchase any of Founder's Common Stock (the "Founder's Shares"Section 2(c) in a private transaction exempt from registration under the Securities Acthereof), Founder each Stockholder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within at least fifteen (15) days’ prior written notice (a “Sale Notice”) to all other Stockholders, which notice shall include the terms and conditions of such proposed Transfer, including the identity of each prospective transferee. Any Stockholder may within fifteen (15) business days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share receipt of the total number of shares to be purchased by the transferee described in the Transfer Sale Notice by giving give written notice thereof (each, a “Tag-Along Notice”) to Founder such Stockholder who proposes to make a Transfer (the “Selling Stockholder”) that such Stockholder wishes to participate in such proposed Transfer and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on specifying the number of Shares held that such Stockholder desires to include in such proposed Transfer. (ii) If none of the Stockholders gives the Selling Stockholder a timely Tag-Along Notice with respect to the Transfer proposed in the Sale Notice, subject to compliance by Shareholder such Selling Stockholder with the provisions of Section 2(c) hereof, the Selling Stockholder may transfer the Shares specified in the Sale Notice during the period specified in Section 2(c)(iv) above, on the terms and conditions set forth in the Sale Notice. If one or more Stockholders give the Selling Stockholder a timely Tag-Along Notice, then the Selling Stockholder shall use all reasonable efforts to cause each prospective transferee to agree to acquire all Shares identified in all Tag-Along Notices that are subject timely given to co-sale rightsthe Selling Stockholder, divided by upon the sum same terms and conditions (including, without limitation, the ability to receive a ratable share of (Aall consideration being paid, directly or indirectly, to the Selling Stockholder and/or any member of his immediate family) as set forth in the total Sale Notice. If such prospective transferee is unwilling or unable to acquire all of such additional shares upon such terms, then the Selling Stockholder may elect either to cancel such proposed Transfer or to allocate the maximum number of shares Shares that each prospective transferee is willing to purchase among the Selling Stockholder and the Stockholders giving timely Tag-Along Notices in the proportion that each such Stockholder’s (including the Selling Stockholder’s) ownership of common capital stock held by all stockholders of the Company (including Shareholdercalculated on an as-converted basis) holding similar co-sale rights plus (B) bears to the number total ownership of shares of common capital stock held by Founder at the date of the Transfer Notice Company (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied on an as-converted basis) by the number of Shares proposed Selling Stockholder and all Stockholders giving a timely Tag-Along Notice with respect to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Noticesuch Transfer. Founder's Shares transferred in accordance with the provisions For purposes of this Section shall no longer 2(d), such shares will be subject to the restrictions treated as one class of stock (on Founder's Shares forth in this Section. After the expiration of said 90an as-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectionconverted basis). (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event of any proposed sale of Shares by any Founder Holding Company or the Original Shareholder, to the extent that Founder receives a bona fide offer from any person ROFR Rightholder that is entitled to purchase exercise but does not exercise its right of first refusal as to any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Offered Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferredsold by the Transferor to the prospective transferee identified in the Transfer Notice, such ROFR Rightholder (the identity “Co-Sale Rightholder”) shall have the right to participate in such sale, to the prospective transferee identified in the Transfer Notice on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor and the Company in writing during the Option Period, provided that no Co-Sale Rightholder shall be obligated in connection with such Transfer (i) to pay any amount with respect to any liabilities arising from the representations and warranties made by it in excess of its Shares of the proposed total consideration paid by the prospective transferee, and the price and terms upon which he proposes (ii) to make such transfer any representations or warranties concerning the business or assets of the Group or any Group Company, or (the "Transfer Notice")iii) enter into any non-competition or non-solicitation covenant or agreement. (b) Within fifteen The maximum number of Shares that each Co-Sale Rightholder may elect to sell shall be equal to the entirety of the Shares held by that Co-Sale Rightholder, but subject to the maximum number of Shares the prospective transferee identified in the Transfer Notice intends to purchase and the maximum number of Shares that other Co-Sale Rightholder(s) are entitled to sell; provided that in the case of any Transfer in accordance with Section 3.03(ii), the maximum number of Shares that each Co-Sale Rightholder may elect to sell shall be equal to the product of (15i) the maximum number of Shares subject to the co-sale right herein, multiplied by (ii) a fraction, the numerator of which is the number of Shares (calculated on an as-converted and fully-diluted basis) owned by such Co-Sale Rightholder at the time of Transfer Notice, and the denominator of which is the total number of Shares (calculated on an as-converted and fully-diluted basis) owned, in the aggregate, by all Co-Sale Rightholders at the time of Transfer Notice plus twelve percent (12%) of the total number of Shares held by such Transferor (which means a total of 96,600,000 Shares in the case of Ye Guofu and Yang Yunyun, or 7,270,968 Shares in the case of Li Minxin). (c) Each Co-Sale Rightholder shall effect its participation in the sale by promptly delivering to the Transferor for Transfer to the prospective transferee, before the applicable closing, one or more share certificates, which represent the type and number of Company Securities that the Co-Sale Rightholder elects to sell. (d) The share certificate or certificates that each Co-Sale Rightholder delivers to the Transferor pursuant to Section 4.02(c) shall be submitted to the Company for cancellation and the Company shall, upon the consummation of the sale of the Company Securities pursuant to the terms and conditions specified in the Transfer Notice, issue a new share certificate to each Co-Sale Rightholder for the remaining balance. The Company shall update its register of members upon consummation of such Transfer. To the extent one or more Co-Sale Rightholders exercise such right of co-sale in accordance with the terms and conditions set forth herein, the number of Offered Securities that the Transferor may sell in the Transfer to the third party transferee identified in the Transfer Notice shall be correspondingly reduced. (e) The share certificate or certificates that each Co-Sale Rightholder delivers to the Transferor pursuant to Section 4.02(c) shall be transferred to the prospective purchaser in consummation of the sale of the Offered Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Transferor shall concurrently therewith remit, or shall procure the prospective transferee concurrently therewith remit to each such Co-Sale Rightholder that portion of the sale proceeds to which such Co-Sale Rightholder is entitled by reason of its participation in such sale. (f) To the extent that any prospective purchaser does not agree to the participation by a Co-Sale Rightholder in a proposed Transfer, fails to make full payment of the purchase price to such Co-Sale Rightholder within the agreed time period, or otherwise refuses to purchase the Company Securities from a Co-Sale Rightholder, the Transferor shall not sell to such prospective purchaser any Offered Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Co-Sale Rightholder such Company Securities that such Co-Sale Rightholder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale rights under this Section 4.02 for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (g) The Transferor may consummate the Transfer of any Offered Securities that remain after the exercise of the right of first refusal by the ROFR Rightholders and the co-sale right by the Co-Sale Rightholders pursuant to Section 4.01 or Section 4.02 to the prospective transferee, no later than one hundred and twenty (120) days after following delivery to the each ROFR Rightholder of the Transfer Notice, Shareholder may elect which shall be on the terms and conditions no more favorable to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the prospective transferee than those described in the Transfer Notice by giving written notice thereof to Founder Notice. Any proposed transfer at a lower price or upon non-price terms and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares conditions that are more favorable to the prospective transferee than those described in the Transfer Notice upon receipt Notice, as well as any proposed transfer of payment for any Company Securities by the Transferor after such shares from such transferee for 120-day period, shall again be subject to the benefit right of Shareholder. Founder shall thereupon notify first refusal by the transferee of the co-sale arrangements hereunder, ROFR Rightholders and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar coCo-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities Sale Rightholders, as applicable, and exercise of all options and warrants). The resulting percentage shall then be multiplied require compliance by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance Transferor with the provisions procedures described in Sections 4.01 and 4.02 of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionAgreement. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event that Founder receives of any proposed Transfer (other than a bona fide offer from any person to purchase any Transfer which would constitute a Permitted Transfer) by a shareholder or shareholders of Founder's Common Stock the Company of Shares representing a majority of the issued and outstanding shares of voting capital stock of the Company (individually or collectively, the "Founder's SharesMAJORITY SHAREHOLDER"), the Majority Shareholder will deliver written notice of such proposed sale (a "SHAREHOLDER NOTICE") in a private transaction exempt from registration under to the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, Purchaser and the price and terms upon which he proposes Purchaser shall have the right, but not the obligation, to make such transfer (participate in the "Transfer Notice"). (b) Within contemplated sale by delivering written notice to the Majority Shareholder no later than fifteen (15) days after delivery the date of receipt of such Shareholder Notice; PROVIDED, HOWEVER, that in no event shall a pledge of or lien or encumbrance on the Majority Shareholder's Shares to any bank or financial institution (or any resulting foreclosure or seizure of such Shares) constitute a sale of Shares by the Majority Shareholder. If the Purchaser elects to participate in such proposed sale, the Purchaser will be entitled and required to sell in the contemplated sale, at the same price and on the same terms as the Majority Shareholder proposes to sell, the number of Shares equal to the product of: (i) the quotient determined by dividing (x) the number of Shares on a fully diluted basis outstanding and owned by the Purchaser by (y) the aggregate number of Shares on a fully diluted basis outstanding and owned by all shareholders of the Company; and (ii) the number of Shares to be sold in the contemplated sale. The Majority Shareholder will use commercially reasonable efforts to obtain the agreement of each prospective buyer to the participation of the Purchaser in the contemplated sale and will not sell any Shares to any prospective buyer if such buyer refuses to allow the participation of the Purchaser. (b) If the Majority Shareholder determines to Transfer a majority of the issued and outstanding shares of voting capital stock of the Company pursuant to a proposed bona fide sale to a non-affiliated third party in an arms-length transaction, the Majority Shareholder may by written notice (the "DRAG-ALONG NOTICE") to the Purchaser or any Permitted Transferee given at any time concurrent with or during the forty-five (45) day period immediately following the date of the giving of the Drag-Along Notice, Shareholder may elect require and compel the Purchaser or any Permitted Transferee to sell up to Shareholder's sell, on a pro rata share basis, his, her or its Shares along with the Majority Shareholder at the same price and otherwise upon the same terms and conditions as are applicable to the Shares sold by the Majority Shareholder. If the Majority Shareholder exercises its right to require and compel a drag-along sale as provided herein, the Purchaser or any Permitted Transferee shall take all lawful and customary actions reasonably requested by the Majority Shareholder to effectuate the purposes of this SECTION 2.4(b), including, without limitation, (i) voting all of his, her or its Shares in favor of the total number of shares to be purchased proposed sale, (ii) executing any purchase or sale agreement and any related agreements likewise executed by the transferee described in the Transfer Notice by giving written notice thereof to Founder Majority Shareholder, and tendering to Founder a certificate representing the shares to be sold(iii) surrendering his, her or its certificates evidencing all of his, her or its Shares properly endorsed for transfer, with written instructions to transfer against payment of the shares to the transferee described in the Transfer Notice upon receipt of payment consideration for such shares from Shares at the closing of any such transferee for the benefit transaction. If such sale of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this SectionShares is by merger or consolidation, the pro rata share of Shareholder Purchaser or any Permitted Transferee shall be determined based on the number of Shares held by Shareholder that are subject to co-sale waive any dissenters rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding appraisal rights or similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholderin connection with such merger or consolidation. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event that Founder receives any Schedule I Shareholder (a bona fide offer from any person "Selling Schedule I Shareholder") proposes to purchase any sell Common Shares or Preferred Shares (other than to a Permitted Transferee or in connection with the exercise of Founder's Common Stock the rights of first refusal contained in Section 3.1 above), the Selling Schedule I Shareholder shall deliver written notice (the "Founder's Co-Sale Notice") with respect to such proposed sale to the other Schedule I Shareholders (collectively the "Offeree Schedule I Shareholders") not later than 30 days prior to the closing of such sale. Such Co-Sale Notice shall set forth the number of Common Shares which the Selling Schedule I Shareholder proposes to sell or, in the event that the Selling Schedule I Shareholder proposes to sell Preferred Shares, the number of Common Shares issuable upon conversion of the Preferred Shares to be sold (in each such case the "Co-Sale Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred), the identity of the purchaser or purchasers, the terms of the proposed transfereesale, and the price and terms upon which he proposes to make such transfer (proposed closing date for the "Transfer proposed sale. Upon receipt of a Co-Sale Notice"). (b) Within fifteen (15) , each Offeree Schedule I Shareholder shall have an option, exercisable at any time within 20 days after the delivery of the Transfer Co-Sale Notice, Shareholder may to elect to participate in such sale and to sell to the proposed purchaser(s) up to Shareholder's pro rata share that number of the Co-Sale Shares multiplied by a fraction, (x) the numerator of which shall be the total number of shares to be purchased Common Shares held by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares Offeree Schedule I Shareholder or issuable to the transferee described Offeree Schedule I Shareholder upon the conversion of any Preferred Shares held by him or upon the exercise in full of any vested warrants or vested stock options held by him, and (y) the Transfer Notice denominator of which shall be the aggregate number of Common Shares owned by all of the Schedule I Shareholders or issuable to the Schedule I Shareholders upon receipt the conversion of payment for such shares from such transferee any Preferred Shares held by them or upon the exercise in full of any vested warrants or vested stock options held by them, for the benefit of Shareholder. Founder shall thereupon notify price and upon the transferee of the co-sale arrangements hereunder, other terms and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right conditions set forth in this Sectionthe Co-Sale Notice. If an Offeree Schedule I Shareholder elects to participate in a proposed sale, such Shareholder must, as a condition to such participation first convert any Preferred Shares or exercise any warrants or options held by such Offeree Schedule I Shareholder, to the pro rata share extent necessary to allow the sale of Common Shares in the amount elected. If an Offeree Schedule I Shareholder elects to participate in a proposed sale, then (i) the Selling Schedule I Shareholder shall be determined based on required to include in the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company Co-Sale Shares to the proposed purchaser(s) those Common Shares which such Offeree Schedule I Shareholder has elected to sell, (including Shareholder) holding similar co-sale rights plus (Bii) the number of shares of common stock held by Founder at Common Shares or Preferred Shares which the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage Selling Schedule I Shareholder originally proposed to sell shall then be multiplied reduced by the number of Common Shares proposed which the Offeree Schedule I Shareholder has elected to be purchased by sell (or the transferee to determine the actual number of Preferred Shares, which, upon conversion, would equate to such number of Common Shares) and (iii) such Selling Schedule I Shareholder shall not consummate the sale of all or any portion of the Co-Sale Shares eligible for to the proposed purchaser(s) without so including such Offeree Schedule I Shareholders' Common Shares. Failure by any Offeree Schedule I Shareholder to give notice of its election to participate in the proposed sale by Shareholder. (c) within the aforementioned 20 day period shall be deemed a forfeiture and waiver of any right of such Offeree Schedule I Shareholder to participate in such sale, provided that such sale is fully closed and consummated on or before the closing date, and upon the terms and conditions specified in, the Co-Sale Notice. In the event Shareholder declines to exercise the co-such sale right as allowed by this Sectionis not so consummated, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with then the provisions of this Section 3.2 shall no longer again be subject applicable to the restrictions on Founder's Shares forth in this Section. After sale of the expiration of said 90Co-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionSale Shares. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. Subject to Section 3.1, upon and following the Effective Date, at least thirty (a30) In calendar days prior to any Transfer of Shares, the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock transferring Shareholder (the "Founder's Shares"“Transferring Shareholder”) shall deliver a written notice (the “Sale Notice”) to the Company and the other Shareholders (the “Other Shareholders”) specifying in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, reasonable detail the identity of the proposed transfereeprospective transferee(s), the number of Shares to be Transferred and the terms and conditions of the Transfer. The Other Shareholders may elect to participate in such Transfer as sellers at the same price per share and on the same terms upon which he proposes by delivering written notice to make such transfer the Transferring Shareholder within thirty (the "Transfer Notice"). (b30) Within fifteen (15) calendar days after delivery of the Transfer Sale Notice. If any Other Shareholders have elected to participate in such Transfer, the Transferring Shareholder may elect and such Other Shareholders shall be entitled to sell up in the contemplated Transfer, at the same price and on the same terms, a number of Shares equal to Shareholder's the result of (a) an amount equal to (i) the percentage of Shares owned by such Person (including for these purposes, in the case of the holder of the Warrant, the Shares underlying the Warrant) divided by (ii) the aggregate percentage of Shares owned by the Transferring Shareholder and the Other Shareholders participating in such sale (including for these purposes, in the case of the holder of the Warrant, the Shares underlying the Warrant) multiplied by (b) the number of Shares to be sold in the contemplated Transfer. Each Transferring Shareholder shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Shareholders in any contemplated Transfer, and no Transferring Shareholder shall Transfer any of its Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Other Shareholders. Each Shareholder transferring Shares pursuant to this Section 3.2 shall pay its pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined (based on the number of Shares held by Shareholder that are subject to co-sale rights, divided be Transferred) of the expenses incurred by the sum of Company and the Transferring Shareholder in connection with such Transfer and shall be obligated to join on a pro rata basis (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by based on the number of Shares proposed to be purchased by Transferred) in any indemnification or other obligations that the transferee Transferring Shareholder agrees to determine the actual number of Shares eligible for sale by Shareholder. provide in connection with such transfer (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) other than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration such obligations that relate specifically to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founderparticular Shareholder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section such as indemnification with respect to any subsequent transfer representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shares; provided that no holder shall be obligated in connection with such sharesTransfer to agree to indemnify or hold harmless the prospective transferee(s) with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer).

Co-Sale Rights. (a) In If at any time after the event that Founder receives a bona fide offer from any person to purchase date hereof one or more LPA Investment Stockholders, or any of Founder's Common Stock its or their Control Persons acting together (the "Founder's SharesTransferring Stockholder") in a private transaction exempt from registration under the Securities Act), Founder shall give Shareholder notice of his intention proposes to sell Founder's SharesTransfer, describing the amount of Founder's directly or indirectly, Shares proposed to be transferred, the identity representing more than 15% of the proposed transfereeoutstanding Common Stock of the Corporation (including Common Stock Equivalents), and the price and terms upon which he proposes in one transaction or a series of related transactions, to make a person who is not a Control Person of such transfer (the "Transfer Notice"). (b) Within Investor, then at least fifteen (15) days after delivery prior to the closing of such Transfer, such Transferring Stockholder shall deliver a written notice (the "Sale Notice") to the other Stockholders (the Stockholders receiving a Sale Notice pursuant to this sentence being collectively referred to herein as the "Other Stockholders"). Such Sale Notice shall specify in reasonable detail the identity of the Transfer prospective transferee(s) and the terms and conditions of the Transfer. Any such Other Stockholder may, within 10 days of the receipt of the Sale Notice, Shareholder may elect give written notice (each, a "Tag-Along Notice") to sell up the Transferring Stockholder that such Other Stockholder wishes to Shareholder's pro rata share participate in such proposed Transfer and specifying the amount and class of Common Stock such Other Stockholder desires to include in such proposed Transfer. Any Other Stockholder desiring to participate in such proposed Transfer must include Shares of the total number of shares to be purchased by same class as the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by transferred in the Sale Notice. Any Shares included in any Tag-Along Notice shall be transferred upon the terms and conditions set forth in the Sale Notice. If none of the Other Stockholders gives the Transferring Stockholder a timely Tag-Along Notice with respect to the Transfer proposed in the Sale Notice, the Transferring Stockholder may thereafter transfer the Shares specified in the Sale Notice on substantially the same terms and conditions set forth in the Sale Notice. If one or more Other Stockholders give the Transferring Stockholder a timely Tag-Along Notice, then the Transferring Stockholder shall use all reasonable efforts to cause each prospective transferee to determine agree to acquire all Shares identified in all Tag-Along Notices that are timely given to the actual Transferring Stockholder, upon the same terms and conditions as applicable to the Transferring Stockholder's Shares. If such prospective transferee is unwilling or unable to acquire all of such additional Shares upon such terms, then the Transferring Stockholder may elect either to cancel such proposed Transfer or to allocate the maximum number of Shares eligible for sale by Shareholder. that each prospective transferee is willing to purchase among the Transferring Stockholder and the Other Stockholders giving timely Tag-Along Notices in the proportion that each such Stockholder's (cincluding the Transferring Stockholder's) In Common Stock Percentage bears to the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject total Common Stock Percentages of the Transfer Transferring Stockholder and all Other Stockholders giving a timely Tag-Along Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer such Transfer (e.g., if the Sale Notice contemplated a sale of a 20% Common Stock Percentage by the Transferring Stockholder, and if the Transferring Stockholder at such sharestime owns a 30% Common Stock Percentage and one Other Stockholder who owns a 20% Common Stock Percentage elects to participate, then the Transferring Stockholder would be entitled to sell 12% Common Stock Percentage (30%/50% x the 20% Common Stock Percentage) and the Other Stockholder would be entitled to sell an 8% Common Stock Percentage (20%/50% x the 20% Common Stock Percentage).

Co-Sale Rights. (a) In the event that Founder receives Whenever and as often as any Party shall receive a bona fide offer from any person to purchase any shares of Founder's Restricted Stock from a prospective purchaser that the Selling Shareholder wishes to accept, each Offeree shall have the right, at his, her or its option, either to exercise his, her or its rights under Section 5.3 or to participate in the sale to the prospective purchaser pursuant to this Section 5.4. The Selling Shareholder shall use his, her or its best efforts to arrange for the sale to the prospective purchaser of, in the aggregate, such shares of Common Stock (held by the "Founder's Shares") in a private transaction exempt from registration under Offerees as shall equal the Securities Act, Founder shall give Shareholder notice number of his intention to sell Founder's Shares, describing the amount of Founder's Shares shares proposed to be transferredsold by the Selling Shareholder. For purposes of this Section 5.4, an Offeree may elect to sell Common Stock at the purchase price per share specified for the Common Stock in the Notice. If the prospective purchaser will not purchase all of the shares of Restricted Stock and Common Stock that the Selling Shareholder and the electing Offerees wish to sell pursuant to this Section 5.4, the identity number of Restricted Shares and shares of Common Stock the Selling Shareholder and Offerees shall be entitled to sell shall be reduced on a pro rata basis to an amount equal to the aggregate number of Restricted Shares and shares of Common Stock the prospective purchaser is willing to purchase. The number of shares each Offeree shall be entitled to sell to such prospective purchaser shall be determined pro rata based on the relative number of shares of Common Stock owned by each Offeree. An Offeree may exercise his, her or its right under this paragraph by written notice given within seven days after receipt of the proposed transferee, and Notice specifying the price and terms upon which he proposes number of shares of Common Stock that such Offeree wishes to make such transfer (the "Transfer Notice")sell. (b) Within fifteen (15) days after delivery If none of the Transfer NoticeOfferees demand the purchase of any of their shares of Common Stock as provided by subsection 5.4, then the Selling Shareholder may elect shall be free to transfer, in accordance and in full compliance with the terms and provisions of this Agreement, and sell up to Shareholder's pro rata share his shares of the total number of shares to be Restricted Stock not purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be soldany Offeree, properly endorsed for transfer, with written instructions to transfer the shares but only to the transferee described designated in the Transfer Notice and upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify same terms and conditions stated in the transferee Notice within 60 days of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose service of the co-sale right set forth in this SectionNotice. Thereafter, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of any remaining shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares Restricted Stock proposed to be purchased transferred by the transferee to determine the actual number of Shares eligible for sale by Shareholderany Party shall again be restricted by, and may not be transferred without full compliance with, this Agreement. (c) In Notwithstanding the event Shareholder declines foregoing, any Party shall have the right to exercise transfer and sell up to 10% of the co-sale right as allowed by this Section, Founder may, within 90 days after shares of Common Stock beneficially owned on the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectionhereof. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for For the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions purposes of this Section with respect 5.4, the term "Common Stock" shall be deemed to any subsequent transfer of such sharesinclude the Themelis Shares.

Co-Sale Rights. If the Proposed Transferee (awhich is neither a Stockholder or an Affiliate of a Stockholder) In the event that Founder receives has offered to purchase, in a bona fide offer arm’s length transaction, a sufficient number of Shares from any person one or more Selling Stockholders sufficient to purchase any cause a Change in Control, to the extent the Company declines or otherwise fails to exercise its rights of Founder's Common Stock first refusal in full with respect to the Offered Shares, the Company, and each other stockholder (the "Founder's Shares"“Non-selling Stockholder(s)”) may participate in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity Selling Stockholder’s transfer of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice Offered Shares by giving written notice thereof of its election to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares do so to the transferee described in Selling Stockholder and the Transfer Notice upon Company within thirty (30) days after its receipt of payment for the Notice. Each such shares from such transferee for participating Non-selling Stockholder (“Participating Stockholder”) shall then have the benefit of Shareholder. Founder shall thereupon notify right to sell to the transferee of Proposed Transferee, at the co-sale arrangements hereunder, same price and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the same terms as the Selling Stockholder, a number of Shares held by Shareholder that are subject shares (the “Co-Sale Shares”) equal to co-sale rights, divided by the sum of (Ai) the total number of shares of common stock held Shares owned by all stockholders of the Company Participating Stockholder, multiplied by (including Shareholder) holding similar co-sale rights plus (Bii) the number percentage represented by the ratio of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased being sold by the transferee Offered Stockholders to determine the actual total number of Shares eligible for owned by such Offered Stockholders, all on an as converted. To the extent that the Proposed Transferee refuses to purchase shares from the Participating Stockholders, the Selling Stockholder shall purchase such shares or other securities from the Participating Stockholders, on the terms set forth herein, concurrently with his sale by Shareholder. (c) of the Offered Shares to the Proposed Transferee. In the event Shareholder declines to exercise the connection with any co-sale right effected pursuant to this Section 1.2, the Participating Stockholders shall enter into an agreement with the purchaser on terms and conditions identical, to the extent feasible, with the agreement entered into by the Selling Stockholder providing representations and warranties and other terms and conditions agreed to by the Selling Stockholder. For purposes hereof, “Change in Control” shall be deemed to occur as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject a result of the Transfer Notice at bona fide sale of Shares, in one or a price and on terms no series of arm’s length transactions, if as a result of such sale, less favorable to than a majority of the transferee(s) than specified combined voting power of the outstanding securities of the Company immediately after such sale are held in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound aggregate by the provisions holders of this Section with respect voting stock of the Company immediately prior to any subsequent transfer of such sharestransaction.

Co-Sale Rights. To the extent that an Offer Notice has been delivered as set forth in Section 3.01 above and at the end of the Election Period, the 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 (awith terms in compliance with the second to last sentence of Section 3.01) In the event that Founder receives a bona fide offer from any person to purchase any a remaining number of Founder's Offered Shares that constitute in the aggregate at least 20% of the outstanding shares of Common Stock on a fully diluted, as-converted as-exercised basis, the Transferring Stockholders shall deliver to each Other Significant Stockholder who has not exercised its rights pursuant to Section 3.01 and to each Non-Affiliated Holder (collectively, such Other Significant Stockholders and Non-Affiliated Holders are referred to as the "Founder's SharesCo-Sale Offerees"), written notice of such offer (a "Sale Notice") which shall specify all of the particulars of the offer including, but not limited to, (i) the name and address of the proposed 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 the per share purchase price); (iv) the name of the representative of the Transferring Stockholders and the address of such representative to which notice of election to participate in a private transaction exempt from registration the offer is to be sent. Each Co-Sale Offeree 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; provided, however, that if the consideration to be received in the proposed Transfer consists of securities, either in whole or in part, only Non-Affiliated Holders that are accredited investors, as defined in Rule 501(a) under the Securities Act, Founder shall give Shareholder notice of his intention have the right to participate in such Transfer. If any eligible Co-Sale Offerees have elected to participate in the offer, each Transferring Stockholder and such Co-Sale Offerees shall be entitled to sell Founder's Sharespursuant to the contemplated offer, describing at the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the same price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rightssame terms, divided by the sum of (A) the total a number of shares of common stock held Significant Stockholder Stock equal to the product of (i) the quotient determined by dividing the number of shares of Significant Stockholder Stock, calculated on a fully diluted, as-converted, as-exercised basis, owned by such Significant Stockholder or Non-Affiliated Holder, as the case may be, by the aggregate number of shares of Significant Stockholder Stock, calculated on a fully diluted, as-converted basis, as-exercised basis owned by the Transferring Stockholder and all stockholders of the Company Co-Sale Offerees participating in such sale and (including Shareholder) holding similar co-sale rights plus (Bii) the number of shares of common stock held by Founder at Significant Stockholder Stock, calculated on a fully diluted, as-converted basis, as-exercised basis to be sold in the date contemplated Transfer. Each Transferring Stockholder shall use best efforts to obtain the agreement of the Transfer Notice prospective transferee(s) to the participation of the Co-Sale Offerees in any contemplated Transfer, and no Transferring Stockholder shall transfer any of its shares of Significant Stockholder Stock to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Co-Sale Offerees. In addition to the requirements of Section 6.05(b) of this Agreement, Section 3.02 shall not be waived, discharged, terminated or amended (assuming conversion i) so as to increase the percentage of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Offered Shares proposed required to be purchased by the transferee hereunder in order to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise trigger the co-sale right as allowed rights specified herein above 20% or (ii) in any manner that may have a disproportionate adverse effect on the Non-Affiliated Holders in relation to the other holders of Investor Stock, in each case without the written consent of the Non-Affiliated Holders holding at least two-thirds of the outstanding shares of Investor Stock held by this Sectionall Non-Affiliated Holders on an as-converted basis, Founder mayand any such waiver, within 90 days after the date discharge, termination or amendment, whether retroactively or prospectively effective, shall be binding on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price Investors, Management Holders and on terms no less favorable Additional Stockholders." 5. The following Section 4.08 shall be added to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions end of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionArticle 4. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event that Founder receives of a bona fide offer from any person proposed Transfer of Securities by a Designated Holder (other than an Exempt Transfer) with respect to which the Company and the 5% Holders are entitled to but do not elect to purchase any all of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity each of the proposed transferee5% Holders (other than the Transferring Stockholder, and any 5% Holder that elected to purchase Securities specified in the price and terms upon which he proposes Investor Offer Notice under Section 2.2 or any 5% Holder who is an employee of the Company or any of its Subsidiaries) may elect to make such transfer (participate in the "Transfer Notice"). (b) Within contemplated sale by delivering written notice to the transferring Designated Holder within fifteen (15) days after delivery expiration of the Transfer Third Election Period. If any of such 5% Holders elects to participate in such sale (the “Participating Stockholders”), each of such transferring Designated Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale, on the same terms as are applicable to the Designated Holder, that number of Securities determined by multiplying (i) (x) the aggregate number of Securities covered by the Investor Offer Notice, Shareholder may elect minus (y) the number of Securities purchased pursuant to sell up Section 2.2, by (ii) a fraction, the numerator of which is the number of Securities owned by such Stockholder on the date of receipt of the Investor Offer Notice by such Stockholder (determined on a fully-diluted and an as-converted to Shareholder's pro rata share Common Stock basis but not giving effect to the exercise of any outstanding options or warrants to purchase Common Stock) and the denominator of which is the total number of shares to be purchased Securities owned by the transferee described in the Transfer Notice by Designated Stockholder and all Participating Stockholders on such date (determined on a fully-diluted and an as-converted to Common Stock basis but not giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares effect to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all any outstanding options and warrantsor warrants to purchase Common Stock). The resulting percentage shall then be multiplied by Designated Holder will use its commercially reasonable efforts to obtain the number agreement of Shares proposed the prospective transferee(s) to be purchased by the transferee to determine participation of the actual number of Shares eligible for sale by Shareholder. (cParticipating Stockholders in any contemplated sale; provided that if the prospective transferee(s) In the event Shareholder declines to exercise allow the co-sale right as allowed by this Sectionparticipation of the Participating Stockholders on the terms specified herein, Founder maythe proposed Transfer may be consummated if the Designated Holder, within 90 five (5) days after such consummation, purchases the date on which Shareholder's co-sale rights lapsedSecurities that the Participating Stockholders would have sold in such proposed Transfer had the prospective transferee(s) not declined to allow their participation; provided, transfer some or all further, if the prospective transferee(s) objects to the delivery of Founder's Shares which were convertible Preferred Stock in lieu of Common Stock, the subject Stockholder holding the relevant convertible Preferred Stock shall first convert the Preferred Stock into Common Stock and deliver Common Stock (and the Company agrees to make any such conversion concurrent with and contingent upon the consummation of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectioncontemplated sale). (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In If (i) the event that Founder receives a bona fide offer from any person to purchase any aggregate number of Founder's shares of Offered Common Stock has not been purchased pursuant to Section 3.3, and (ii) the "Founder's Shares") in a private transaction exempt from registration under Selling Stockholder still proposes to Sell such unpurchased shares of Offered Common Stock to the Securities ActProposed Transferee, Founder each Investor shall give Shareholder notice of his intention have the right to sell Founder's Sharesto the Proposed Transferee, describing as a condition to such sale by the amount Selling Stockholder, at the same price per share and on the same terms and conditions as applicable to the Selling Stockholder and the shares of Founder's Shares Offered Common Stock to be sold by the Selling Stockholder, its “specified amount” of the shares proposed to be transferredsold to the Proposed Transferee. The “specified amount” of shares which an Investor shall be entitled to sell to the Proposed Transferee shall be that number of shares as shall equal the number of shares of Common Stock proposed to be sold to the Proposed Transferee, multiplied by a fraction, the identity numerator of which is the proposed transfereeaggregate of all shares of Common Stock which are then held by such Investor, and the price denominator of which is the aggregate of all shares of Common Stock which are then held by the Selling Stockholder and terms upon all Investors which he proposes have elected to make such transfer (the "Transfer Notice")participate in any sale in accordance with this Section 3.4. (b) Within Each Selling Stockholder who wishes to make a Sale to a Proposed Transferee which is subject to this Section 3.4 shall, after complying with the provisions of Section 3.3, give to each Investor written notice of such proposed Sale, and, if applicable, stating that all Offered Common Stock were not purchased pursuant to the offer described in Section 3.3. Such written notice shall be given at least fifteen (15) days prior to the date of the proposed Sale to the Proposed Transferee. Each Investor wishing to so participate in any Sale under this Section 3.4 shall notify the Selling Stockholder in writing of such intention within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee notice described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholderpreceding sentence. (c) In The Selling Stockholder and each participating Investor shall sell to the event Shareholder declines to exercise Proposed Transferee all, or at the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject option of the Transfer Notice Proposed Transferee, any part of the shares proposed to be sold by them at a not less than the price and on upon other terms no less and conditions, if any, not more favorable to the transferee(s) Proposed Transferee than those specified in the Transfer Sale Notice. Founder's Shares transferred in accordance with ; provided, however, that any purchase of less than all of such shares by the provisions Proposed Transferee shall be made from the Selling Stockholder and each participating Investor pro rata based upon the relative number of this the shares that the Selling Stockholder and each participating Investor is otherwise entitled to sell pursuant to Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section3.4(a). (d) Any transfer If any shares of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers Common Stock are sold pursuant to this Section 3.4 to any purchaser who is not a pledge party to secure indebtednessthis Agreement, as a precondition of such Sale, the purchaser of such shares shall become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in substantially the form of Annex I hereto, shall not be a “Stockholder” under this Agreement, shall be subject to the provisions of this Section, provided that the transferee agrees in writing Agreement and such shares shall continue to be bound by subject to the provisions of this Agreement. (e) The parties hereto acknowledge the provisions of Section with respect to any subsequent transfer 5.1(d) of such sharesthe Stockholders Agreement.

Co-Sale Rights. (a) In If the event that Founder receives a bona fide offer from any person Company and the Members do not exercise their options to purchase any all of Founder's Common Stock the Offered Membership Interests within the periods described in this Agreement (the "Founder's SharesOption Period") in ), then all options of the Company and the Members to purchase the Offered Membership Interests, whether exercised or not, shall terminate, but each Member which has, pursuant to this section, expressed a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention desire to sell Founder's SharesMembership Interests in the transaction (a "Participating Member"), describing shall be entitled to do so pursuant to this section. The Company shall promptly, on expiration of the amount Option Period, notify the Selling Members of Founder's Shares proposed the aggregate number of Membership Interests the Participating Members wish to be transferredsell. The Selling Member shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Membership Interests, the identity Membership Interests the Participating Members wish to sell. If the Offeror does not wish to purchase all of the proposed transfereeMembership Interests made available by the Selling Member and the Participating Members, then each Participating Member and the Selling Member shall be entitled to sell, at the price and on the terms upon which he proposes and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to make shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any convertible securities to be sold), a portion of the Membership Interests being sold to the Offeror, in the same proportion as such transfer (Selling Member or Participating Member's ownership of Membership Interests bears to the "Transfer aggregate number of Membership Interests owned by the Selling Member and the Participating members. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period and only for up to the aggregate number of shares set forth in the Notice"). (b) Within fifteen (15) days after delivery of If the Transfer Notice, Shareholder may Participating Members do not elect to sell up to Shareholder's pro rata share of the total full number of shares Membership Interests which they are entitled to sell pursuant to this section, the Selling Member shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his or her own Membership Interests which equals the difference between the number of Membership Interests desired to be purchased by the transferee described in Offeror and the number of Membership Interests the Participating Members are entitled to sell pursuant to this section. If the Selling Member wishes to Transfer Notice by giving written notice thereof to Founder and tendering to Founder any such Membership Interests at a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares price per Unit which differs from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right that set forth in this Sectionthe Notice, upon terms different from those previously offered to the pro rata share Company and the Members, or more than 60 days after the expiration of Shareholder shall the Option Period, then, as a condition precedent to such transaction, such Membership Interests must first be determined based offered to the Company and the Members on the number of Shares held by Shareholder that are subject to co-sale rightssame terms and conditions as given the Offeror, divided by and in accordance with the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities procedures and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholdertime periods set forth above. (c) In The proceeds of any sale made by the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance Selling Member without compliance with the provisions of this Section section shall no longer be subject deemed to be held in constructive trust in such amount as would have been due the restrictions on Founder's Shares forth in this Section. After Participating Members if the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying Selling Member had complied with this SectionAgreement. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In addition to their Right of First Refusal, the event that Founder receives Investors shall have the right, exercisable upon written notice to any Original Shareholder who delivers a bona fide offer from any person notice within 20 days after receipt of the Notice, to purchase any participate in the sale of Founder's Common Offered Stock (not purchased pursuant to the Right of First Refusal) on the same terms and conditions as set forth in the relevant Notice (the "Founder's SharesCo-Sale Right") ). To the extent that the Investors exercise such right of participation in a private transaction exempt from registration under accordance with the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferredterms and conditions set forth below, the identity number of shares of Offered Stock that the proposed transferee, and Original Shareholder may sell in the price and terms upon which he proposes to make such transfer (the "Transfer Notice")transaction shall be correspondingly reduced. (b) Within fifteen Each Investor may sell all or any part of that number of shares of Offered Stock equal to the product obtained by multiplying (15i) days after delivery the aggregate number of shares of Offered Stock covered by the Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by the individual Investor at the time of the Transfer Notice, sale or transfer and the denominator of which is the total number of shares of Common Stock owned by the Original Shareholder may and the Investors at the time of the sale or transfer. (c) If any Investor fails to elect to sell up to fully participate in such Original Shareholder's sale pursuant to this Section 3, the Original Shareholder shall give notice of such failure to the Investors who did so elect (the Co-Sale Participants"). Such notice may be made by telephone if confirmed in writing within two days. The Co-Sale Participants shall have five days from the date such notice was given to agree to sell their pro rata share of the unsold portion. For purposes of this paragraph, a Co-Sale Participant's pro rata share shall be equal to the product obtained by multiplying (i) the number of shares in the unsold portion by (ii) a fraction, the numerator of which is the number of shares of Common Stock held by such Co-Sale Participant and the denominator of which is the total number of shares of Common Stock held by all of the Co-Sale Participants and the Original Shareholder. (d) Each Co-Sale Participant shall effect its participation by promptly delivering to be purchased by the transferee described in Original Shareholder for transfer to the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be soldprospective purchaser one or more certificates, properly endorsed for transfer, with written instructions which represent the type and number of shares of Common Stock which the Co-Sale Participant elects to transfer sell. (e) The stock certificate or certificates that the shares Co-Sale Participant delivers to the transferee Original Shareholder pursuant to paragraph 3(d) shall be transferred to the prospective purchaser in consummation of the sale of the Offered Stock pursuant to the terms and conditions specified in the Notice, and the Original Shareholder shall concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which the Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from any Investor exercising its Co-Sale Right, the Original Shareholder shall not sell to such prospective purchaser or purchasers any Offered Stock unless and until, simultaneously with such sale, the Original Shareholder shall purchase such shares or other securities from such Investor. (f) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more sales of Offered Stock made by the Original Shareholder shall not adversely affect their rights to participate in subsequent sales of Offered Stock subject to Section 3 of this Agreement. (g) If none of the Investors elects to participate in the sale of the Offered Stock subject to the Notice, the Original Shareholder may, not later than thirty (30) days following delivery to the Company and each of the Investors of the Notice, enter into an agreement providing for the closing of the transfer of the Offered Stock covered by the Notice within thirty (30) days of such agreement on terms and conditions not more favorable to the transferor than those described in the Transfer Notice upon receipt Notice. Any proposed transfer on terms and conditions more favorable than those described in the Notice, as well as any subsequent proposed transfer of payment for any such shares from such transferee for Offered Stock by the benefit of Original Shareholder. Founder , shall thereupon notify the transferee of again be subject to the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose rights of the co-sale right set forth Investors and shall require compliance by the Original Shareholder with the procedures described in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by ShareholderSection 3. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In Upon receipt of the event that Founder receives a bona fide offer from any person Notice to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferredSell, the identity of the proposed transfereeRemaining Stockholder may, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder the Selling Stockholder within 15 days after the receipt of the Notice to Sell, require the Selling Stockholder to request that the proposed purchaser or transferee extend its offer to the Remaining Stockholder permitting the Remaining Stockholder to Transfer its Covered Securities in the same proportion and tendering to Founder a certificate representing on the shares same terms and for the same type of consideration as the Covered Securities to be sold, properly endorsed for transfer, with written instructions sold by the Selling Stockholder. If the proposed purchaser or transferee refuses to transfer the shares extend its offer to the Remaining Stockholder, unless the Remaining Stockholder consents in writing, the Selling Stockholder shall only be permitted to sell and accept such an offer by the proposed purchaser or transferee described in provided that the Transfer Notice upon receipt number of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares Covered Securities to be purchased from Shareholder the Selling Stockholder is reduced on a pro-rata basis so as to Shareholderpermit the Remaining Stockholder to participate in such sale. For the purpose The total amount of the co-sale right set forth in this Section, the pro rata share of Shareholder Covered Securities to be sold hereunder by each Stockholder shall be determined based on the number of Shares held by Shareholder that are subject equal to co-sale rights, divided by the sum of (A) the total number amount of shares of common stock held Covered Securities to be sold to the proposed purchaser or transferee and which such proposed purchaser or transferee is willing to purchase, multiplied by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) a fraction, the number numerator of shares which shall be equal to the total amount of common stock held Covered Securities to be sold by Founder at each Stockholder (the date Selling Stockholder or the Remaining Stockholder, as applicable), and the denominator of which is equal to the Transfer Notice (assuming conversion total amount of all convertible securities and exercise of all options and warrants)Covered Securities that both the Stockholders desire to sell hereunder. The resulting percentage consideration shall then be multiplied by allocated between the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the coStockholders on a pro-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred rata basis in accordance with the provisions amount of this Section shall no longer be subject Covered Securities they are selling. If the Remaining Stockholder fails to deliver a written notice to the restrictions on Founder's Shares forth Selling Stockholder of its intention to participate in this Section. After such sale within the expiration of said 90time period prescribed herein, the Remaining Stockholder will be deemed to have waived its tag-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section along rights hereunder with respect to any subsequent transfer of such sharesTransfer.

Co-Sale Rights. (a) 14.1 In the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention wishing to sell Founder's Shares, describing the amount of Founder's its Shares proposed to be transferred, the identity of the proposed transfereein accordance with Clause 13, and the price Offeree Shareholder does not exercises its pre-emptive rights of first refusal set forth in Clause 13, the Offeree Shareholder (“Participating Shareholder”) shall have the right, exercisable upon written notice (the “Notice of Participation”) to the Company within 30 days after the Offer Period, to inform the Offeror and the Company in writing of its intention to participate in the Offer on terms upon and conditions no less favourable than those set forth in the Offer. The Notice of Participation shall indicate the number of the Participating Shareholder’s Shares at the Participating Shareholder’s sole discretion, that the Participating Shareholder elects to transfer pursuant to this Clause 14.1. The Participating Shareholder shall promptly deliver to the Company (who shall be deemed to be constituted the agent of the Offeror and the Participating Shareholder for the Offer in accordance with the Articles of the Company) for transfer to the prospective purchaser one or more share transfer forms, properly executed for transfer, which he proposes represent the number of Shares which the Participating Shareholder elects to make such transfer (the "Transfer Notice"“Tag-Along Shares”), together with the relevant share certificates and any other documents which may be required to enable the prospective purchaser to obtain effective transfer of the Tag-Along Shares. The Offeror shall not be entitled to sell, transfer or otherwise dispose of the Offered Shares unless the prospective purchaser purchases all of the Offered Shares and the Tag Along Shares. 14.2 In the case where the prospective purchaser is willing to purchase only part and not all of the Offered Shares and the Tag Along Shares, the Offeror and the Participating Shareholders shall transfer such number of shares pro rata to their respective holdings to each other. 14.3 To the extent the Offeree Shareholder fails to participate in the Offer by the Offeror by not submitting the Notice of Participation or not submitting the Notice of Participation within the Offer Period, the Offeree Shareholder shall be deemed to have consented to the Offer by the Offeror on the terms and conditions and to the proposed transferee set forth in the Offer. With respect to that number of Shares identified in the Offer which the Offeror may sell after taking into account the number of Shares set out in the Notice of Participation that the Partcipating Shareholder has elected to be sold pursuant to this Clause 14.3, the Offeror may, not later than one hundred and twenty (b) Within fifteen (15120) days after following delivery of the Transfer NoticeOffer, Shareholder may elect transfer such Shares to sell up to Shareholder's pro rata share of the total number of shares to be purchased by proposed transferee identified in the transferee Offer on terms and conditions no more favourable than those described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing Offer. At the shares to be soldsame time, properly endorsed the Company shall (as agent for transfer, with written instructions the Participating Shareholder) transfer the number of Shares which the Participating Shareholder has elected to transfer the shares to the proposed transferee on the terms set out in the Offer. Any proposed transfer on terms and conditions more favourable than those described in the Transfer Notice upon receipt Offer or to a transferee not identified in such notice, as well as any subsequent proposed transfer of payment for such shares from such transferee for any of the benefit of Shareholder. Founder Shares held by the Offeror, shall thereupon notify the transferee of again be subject to the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose rights of the co-sale right set forth other Shareholders and shall require compliance by the Offeror with the procedures described in this SectionClause 14. The exercise or non-exercise of the rights of the other Shareholders hereunder to participate in one or more sales of the Offeror shall not adversely affect such Shareholder’s rights to participate in subsequent sales of Shares by the Offeror pursuant to this Clause 14. 14.4 Upon consummation of the transfer of the Shares pursuant to the terms and conditions specified in the Offer, the pro rata share of Shareholder Offeror shall be determined based on procure that the number of Shares held by purchaser(s) remit directly to the Participating Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders portion of the Company (including Shareholder) holding similar proceeds to which the Participating Shareholder is entitled by reason of its participation in such transfer. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares from the Participating Shareholder exercising its co-sale rights plus (B) hereunder, the number Offeror shall not transfer to such prospective purchaser or purchasers any of shares of common stock held by Founder at its Shares unless and until, simultaneously with such transfer, the date of Offeror shall purchase the Transfer Notice (assuming conversion of all convertible securities Shares from the Participating Shareholder on the same terms and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than conditions specified in the Transfer Notice. Founder's Shares transferred Offer. 14.5 Any purported transfer by a selling Shareholder in accordance with the provisions violation of this Section Agreement shall be null and void and of no longer be subject to force and effect and the restrictions on Founder's Shares forth purported transferees shall have no rights or privileges in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to the Company or the Shares purported to have been so transferred. The Company shall refuse to recognize any subsequent such transfer and shall not reflect on its records any change in record ownership of such sharesShares purported to have been so transferred.

Co-Sale Rights. [ ] Subject to the right to -------------- first refusal provisions in Section 6.2, if a Seller proposes to enter into a transaction regarding the sale of Common Stock, which, if consummated, would result in aggregate sales of Common Stock by such Seller in excess of 5% of its Shares in any calendar year, each Stockholder, though limited by the applicable Brazilian securities laws regarding foreign ownership (if any) and the sale and/or transfer of Brazilian-owned equity which shall be according to such laws so as not to allow foreign ownership to increase above permitted levels (if any), shall have such right exercisable upon written notice to Seller within thirty (30) days after receipt of the Seller's Disposition Notice, to participate in such sale of the Target Stock on the same terms and conditions as those set forth in the Disposition Notice. To the extent one or more of the Stockholders exercise such right of participation, the number of shares of Target Stock that the Seller may sell in the transaction shall be correspondingly reduced, but within the Brazilian ownership requirements (if any). The right of participation of each of the Stockholders shall be subject to the terms and conditions set forth in this Section. In all events, the election will be consistent with Brazilian law regarding foreign ownership. (a) In Each Stockholder shall be deemed to own the event that Founder receives a bona fide offer from any person to purchase any number of Founder's shares of Common Stock that such Stockholder actually holds plus the number of shares of Common Stock that are issuable upon conversion of any Shares of Preferred Stock then held by such Stockholder (as the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"case may be). (b) Within fifteen (15) days after delivery Each of the Transfer Notice, Shareholder Stockholders may elect to sell all or any part of the number of shares of Common Stock of NEWCO up to Shareholder's pro rata share the portion corresponding to the ratio of Common Shares then owned by the Stockholder in relation to the total number of NEWCO's issued and outstanding Shares. (c) To the extent a Stockholder elects not to sell the full number of shares it is entitled to sell pursuant to subparagraph (b) above, the other Stockholders' rights to participate in the sale shall be increased pro rata by a corresponding number of Shares. (d) Each of the Stockholders may effect its participation in the sale by delivering to the Seller for transfer to the purchase offeror one or more certificates, properly endorsed for transfer (or a commitment to execute the respective entries in NEWCO's Share Registry Book, whichever is applicable), which represent the number of Shares of Common Stock that the party elects to sell pursuant to Section 6.3. (e) The stock certificates that the Stockholders deliver to such Seller (or the execution of entries in NEWCO's Share Registry Book, whichever is applicable) pursuant to Section 6.3 shall be performed by the Seller to the purchase offeror in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Disposition Notice, and such Seller shall promptly thereafter remit to each Stockholder that portion of the sale proceeds to which the Stockholder is entitled by reason of its participation in such sale. (f) The exercise or non-exercise of the rights of the Stockholders hereunder to participate in one or more sales of Target Shares shall not adversely affect their rights to participate in subsequent Common Stock sales by the Seller. (g) In the event a Seller should sell any Shares in contravention of the co-sale rights of the Stockholder under this Section (a "Prohibited Transfer"), the Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, and the nondefaulting party shall have the put option provided below, and the Seller shall be bound by the applicable provisions of such option. (h) In the event of a Prohibited Transfer, each Stockholder shall have the right to sell to the Seller the type and number of Shares equal to the number of shares each Stockholder would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (1) The price per share at which the shares are to be purchased sold to the Seller shall be equal to the price per share paid by the transferee described purchaser to the Seller at the actual market price in the Prohibited Transfer. The Seller shall also reimburse each Stockholder for any and all fees and expense, including legal fees and expense, incurred to the exercise or the attempted exercise of the Stockholders rights under this Section 6.3. (2) Within 90 days after the later of the dates on which the Stockholder (A) received notice of the Prohibited Transfer Notice by giving written notice thereof or (B) otherwise become aware of the Prohibited Transfer, each Stockholder shall, if exercising the option created here, deliver to Founder and tendering to Founder a the Seller the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfertransfer (or deliver a commitment to execute the respective entries in NEWCO's Share Registry Book, with written instructions to transfer the shares to the transferee described in the Transfer Notice whichever is applicable). (3) The Seller shall, upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment certificate or certificates for the shares (or a commitment to execute the respective entries in NEWCO's Share Registry Book, whichever is applicable) to be purchased from Shareholder sold by a Stockholder, pursuant to Shareholder. For this subsection 6.3(h), pay the purpose aggregate purchase price therefor and the amount of reimbursable fees and expense, as specified in clause (1) of this subsection 6.3(h), in each or by other means acceptable to the Stockholder. (4) Notwithstanding the foregoing, any attempt by a Seller to transfer Shares in violation of this Section 6.3 hereof shall be void and NEWCO 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 a majority in interest of the co-sale right set forth in this SectionStockholders. (i) The Nominative Shares Register Book of NEWCO, the pro rata share of Shareholder shall be determined based on the number margin of each Shares' registration, and the certificates representing the Shares, if issued, shall bear the following legend: "The Shares held represented by Shareholder that this registry (or certificate) are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than condition specified in the Transfer NoticeStockholders Agreement dated as of August 31, 1995. Founder's Such legend shall be removed upon termination of this Agreement." (j) NEWCO shall register this Stockholders Agreement in its head- office and shall fully comply with the obligations undertaken herein. Transfers of Shares transferred or of securities convertible into Shares or, further, the creation of any lies or encumbrance upon them in accordance disagreement with the provisions of this Agreement shall not be valid and effective, and NEWCO shall refrain from registering them. (k) The covenant set forth in this Section 6.3 shall no longer be terminate on the earlier of the date when either party owns less than 10% of NEWCO's Shares or the date on which NEWCO's Common Stock is subject to the restrictions on Founder's Shares forth in this Section. After reporting requirements of the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionBrazilian securities laws. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from any person to purchase any of Founder's No Specified Common Stock Stockholder or Preferred Stockholder (the "Founder's SharesCo-Sale Stockholder") shall transfer, in any one or more transactions, any shares of stock now or hereafter held by him, other than as provided in this Section 4, until (a) he first complies with Section 3, relating to a private right of first refusal inuring to the benefit of the Company and the other Preferred Stockholders, and (b) thereafter, he notifies each Preferred Stockholder of the proposed transaction exempt from registration under and gives such Preferred Stockholders the Securities Act, Founder shall give Shareholder notice of his intention opportunity to sell Founder's Shares, describing include in the amount of Founder's Shares proposed sale to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery shares of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total stock. The aggregate number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder of stock that a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder Preferred Stockholder shall be determined based on entitled to have included in such sale will be that number that upon conversion into Common Stock at the number of Shares held by Shareholder that are subject to co-sale rights, divided by applicable conversion rate would bear the sum of (A) same proportion oto the total number of shares of common stock proposed to be sold by the Co-Sale Stockholder as the total Dumber of shares of stock held by all stockholders the Preferred Stockholder bears to the aggregate number of `Shares of the Company Company's Common Stock (including Shareholder) holding similar co-sale rights plus (B) calculated on a fully diluted basis), and each Preferred K Stockholder shall be entitled to participate in such number pro rata on the basis of the number of shares of common stock then held by Founder at him or it. Each Preferred Stockholder shall have a period of fifteen (15) days (the "Offer Period"), from the date notice of such opportunity is received to give the Transfer Notice (assuming conversion Co-Sale Stockholder written notice of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by his or its desire to participate in such sale, stating in such notice the number of Shares proposed shares desired to be purchased by sold; and if no such notice is given within the transferee Offer Period, such Preferred Stockholder shall be deemed to determine the actual number of Shares eligible for sale by Shareholderhave chosen not to participate. (cb) In Notwithstanding the event Shareholder declines foregoing, the provisions of Section 4(a) shall be inapplicable to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, following transactions: (i) A transfer some of any or all of Foundera Preferred Stockholder's Shares stock to an affiliate; (ii) A transfer of any or all of a Preferred Stockholder's stock to its immediate family or to a trust, the beneficiaries of which were the subject are exclusively one or more of the Transfer Notice at a price group of persons consisting of the Preferred Stockholder and on terms no less favorable to members of the transferee(s) than specified in Preferred Stockholder's immediate family. "Immediate family" as used herein shall mean spouse, lineal descendant, father, mother, brother or sister of the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of Preferred Stockholder making such shares.transfer;

Co-Sale Rights. 12.1 To the extent that the Right of First Refusal referred to in Clause 11 is not exercised by any other Shareholder, each non-transferring Shareholder shall have the right to participate in any sale or Disposal to the Proposed Transferee upon the same terms and conditions as set forth by the Selling Shareholder in the Transfer Notice, subject to the terms and conditions set forth in this Clause 12. The non-transferring Shareholders shall exercise their right by delivering to the Selling Shareholder, within five (a5) Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Shares they desire to sell to the Proposed Transferee. At the closing of the transaction, the non-transferring Shareholders shall deliver one or more certificates representing the number of Shares which they elect to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Shares to the Proposed Transferee, and the Selling Shareholder shall pay to such non-transferring Shareholder a pro rata amount of the purchase price received from the Proposed Transferee. 12.2 A non-transferring Shareholder shall have the right to sell up to that number of Shares equal to the product of (1) the number of Offered Securities multiplied by (2) a fraction, the numerator of which is the number of Shares issued and outstanding (on as-converted basis), and the denominator of which is (i) the number of the Shares issued and outstanding (on an as-converted basis) plus (ii) the number of Shares (on an as-converted basis) held by the Selling Shareholder and all others who are also entitled and elect to participate in the sale of the Offered Shares. In the event that Founder receives a bona fide offer from any person the Proposed Transferee desires to purchase any a number of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt Shares different from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferredthe Offered Securities, the identity amount that the Proposed Transferee desires to purchase shall be substituted for Offered Securities in the above equation for the purpose of determining the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice")non-transferring Shareholder’s participation rights. (b) Within fifteen (15) days after delivery 12.3 To the extent that any Proposed Transferee prohibits such assignment or otherwise refuses to purchase Shares from any other Shareholder exercising its rights of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in under this SectionClause 12, the pro rata share of Selling Shareholder shall be determined based not sell to the Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Selling Shareholder shall purchase such Shares from such Shareholder on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities same terms and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than conditions specified in the Transfer Notice. Founder's Shares transferred in accordance . 12.4 The exercise or non-exercise of the right to participate under this Clause 12 with the provisions of this Section shall no longer be subject respect to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder a particular sale or Disposal by any Selling Shareholder shall not transfer adversely affect the other Shareholders’ right to participate in subsequent sales or Disposals by any of Founder's Shares without again complying with Selling Shareholder pursuant to this SectionClause 12. (d) 12.5 Any sale, assignment or other transfer or Disposal of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject Offered Securities by any Selling Shareholder contrary to the provisions of this SectionAgreement shall be null and void, and the transferee shall not be recognized by the Company as the holder or owner of the Offered Securities sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until such Selling Shareholder has satisfied the requirements of this Agreement with respect to such sale or Disposal. A Selling Shareholder shall provide the Company and the Shareholders with written evidence that such requirements have been met or waived prior to consummating any sale, assignment or other transfer of securities, and no Shares shall be transferred on the books of the Company until such written evidence has been received by the Company and the Shareholders or the transfer of the Shares is consented to by all Shareholders for the time being in writing. 12.6 The Right of First Refusal set forth in Clause 11 and the co-sale rights set forth in Clauses 12.1 to 12.5 shall not apply to: (a) any transfer or other Disposal of Shares among the Shareholders of the Company as at the date hereof; (b) any transfer to a wholly-owned subsidiary of the Selling Shareholder or a wholly-owned subsidiary of the holding company of the Selling Shareholder (each a “Permitted Transferee”); provided that in each case the Selling Shareholder shall remain to be bound by this Agreement and the Permitted Transferee shall agree to be bound by this Agreement and that the Selling Shareholder shall procure that the Permitted Transferee shall not transfer its Shares except to the Selling Shareholder or other Permitted Transferee(s) of the Selling Shareholder. 12.7 In the event that any Shareholder exercises its co-sale rights under this Clause 12, only customary warranties as to title shall be given by such Shareholder to the transferee, and the sale shall not otherwise be subject to any other terms, conditions, warranties or indemnities. 12.8 Notwithstanding any other provision of this Agreement, no transfer may be made unless the transferee agrees has agreed in writing to be bound by the provisions terms and conditions of this Section with respect Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Schedule 3. 12.9 The certificates evidencing the Shares of the Company shall bear, in addition to any subsequent transfer other legend required under the applicable laws, the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS, INCLUDING RESTRICTIONS ON TRANSFER, AS SET FORTH IN A SHAREHOLDERS’ AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE ISSUER AND CERTAIN SHAREHOLDERS OF THE ISSUER.” 12.10 The legends referred to in Clause 12.9 shall be removed upon termination of such sharesthis Agreement.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from any person to purchase A Stockholder shall not Transfer any of Founder's Common Stock its Shares (other than Shares which have been elected to be purchased by the "Founder's Shares"Company or the other Stockholders pursuant to Section 3) until each of the other Stockholders shall have been given the opportunity, exercisable within ten days from the date of the notice to them as specified in a private transaction exempt from registration under the Securities ActSection 3, Founder shall give Shareholder notice of his intention to sell Founder's Sharesto the proposed transferee or transferees, describing upon the amount same terms and conditions offered to the Transferring Stockholder, its Co-Sale Pro Rata Share of Founder's Shares the shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make sold. The Stockholders participating in any such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's sale shall each pay a pro rata share of the total reasonable expenses incurred by the Transferring Stockholder in connection therewith. To the extent one or more of the other Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Common Stock which the Transferring Stockholder may sell pursuant to Section 3 shall be purchased by correspondingly reduced. Stockholders who fail to notify the Transferring Stockholder within ten days after the notice given pursuant to Section 3 shall be deemed to have waived their rights under this Section 4. Any Transfer made pursuant to this Section 4 shall be consummated within 60 days of the date of the notice given pursuant to Section 3 and shall be conditioned upon the agreement of the Transferring Stockholder or proposed transferee described in or transferees that such Transferring Stockholder or proposed transferee or transferees will purchase each Stockholder's Co-Sale Pro Rata Share of the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares Shares proposed to be sold. The right of participation of each of the Stockholders (other than the Transferring Stockholder) shall be subject to delivery by a participating Stockholder to the Transferring Stockholder of one or more certificates, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on which represent the number of Shares held by Shareholder that are subject which the Stockholder elects to co-sale rights, divided sell pursuant to this Section 4. (b) The stock certificates which the other Stockholders deliver to the Transferring Stockholder pursuant to subsection (a) shall be transferred by the sum of (A) Transferring Stockholder to the total number of shares of common stock held by all stockholders proposed transferee or transferees in consummation of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion Shares pursuant to the terms and conditions specified in the Section 3 notice to the Stockholders, and the Transferring Stockholder shall promptly thereafter remit to each Stockholder that portion of all convertible securities and exercise the sale proceeds to which the Stockholder is entitled by reason of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholderits participation in such sale. (c) In the event Shareholder declines to The exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject nonexercise of the Transfer Notice at rights of the Stockholders hereunder to participate in one or more sales of Shares made by a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder Transferring Stockholder shall not transfer any adversely affect their rights to participate in subsequent sales of Founder's Shares without again complying with this Sectionby a Transferring Stockholder. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In After satisfying the event that Founder receives obligations set forth in Section 2.4, if at any time a bona fide offer from Stockholder (other than a Warrantholder, solely with respect to the Warrants and Warrant Shares) proposes to Transfer, other than pursuant to a Permitted Transfer, any person Stockholder Shares (in each case, such Stockholder shall be deemed, a "Transferring Stockholder"), then at least thirty (30) days prior to purchase any the closing of Founder's Common Stock such Transfer, such Transferring Stockholder shall deliver a written notice (the "Founder's SharesSale Notice") to all holders of Stockholder Shares (other than such Transferring Stockholder) (the "Other Stockholders") offering such Other Stockholders the option to participate in a private transaction exempt from registration under the Securities Act, Founder such proposed Transfer. Such Sale Notice shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, specify in reasonable detail the identity of the proposed transferee, prospective Transferee and the price terms and terms upon which he proposes to make such transfer (conditions of the "Transfer Notice")Transfer. (b) Within Any Other Stockholder may, within fifteen (15) days after delivery of the Transfer receipt of a Sale Notice, Shareholder may elect give written notice (each, a "Tag-Along Notice") to sell up the Transferring Stockholder stating that such Other Stockholder wishes to Shareholderparticipate in such proposed Transfer and specifying the amount and class of Stockholder Shares such Other Stockholder desires to include in such proposed Transfer. Such Other Stockholder shall include, at such Other Stockholder's pro rata share option, (i) Stockholder Shares of the total number same class of shares to be purchased Stockholder Shares being transferred by the transferee Transferring Stockholder or (ii) if the Stockholder Shares described in the Transfer Sale Notice are Common Stock Equivalents, then such Other Stockholders may include Warrants held by giving written notice thereof such Other Stockholder and the Transferring Stockholder shall use all commercially reasonable efforts to Founder and tendering to Founder a certificate representing cause the shares Warrants to be sold, properly endorsed for transfer, with written instructions to transfer transferred without exercise thereof; provided that the shares to the transferee described in the consideration received on such Transfer Notice upon receipt by such Other Stockholder will be net of payment for any exercise price of such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by ShareholderWarrants. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject If none of the Transfer Other Stockholders gives the Transferring Stockholder a timely Tag-Along Notice at a price and on terms no less favorable with respect to the transferee(s) than Transfer proposed in the Sale Notice, the Transferring Stockholder may thereafter Transfer the Stockholder Shares specified in the Transfer Sale Notice on the same terms and conditions set forth in the Sale Notice. Founder's If one or more Other Stockholders give the Transferring Stockholder a timely Tag-Along Notice, then the Transferring Stockholder shall use all reasonable efforts to cause the prospective Transferee(s) to agree to acquire all Stockholder Shares transferred identified in accordance with the provisions of this Section shall no longer be subject all Tag-Along Notices that are timely given to the restrictions on FounderTransferring Stockholder, upon the same terms and conditions as applicable to the Transferring Stockholder's Stockholder Shares. If the prospective Transferee(s) are unwilling or unable to acquire all Stockholder Shares forth proposed to be included in this Section. After such sale upon such terms, then the expiration Transferring Stockholder may elect either to cancel such proposed Transfer or to allocate the maximum number of said 90Stockholder Shares that each prospective Transferee is willing to purchase among the Transferring Stockholder and the Stockholders giving timely Tag-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionAlong Notices in proportion to such Stockholders' Percentage Ownership. (d) Any transfer of Founder's Shares without consideration Each Transferring Stockholder shall cooperate in any reasonable manner to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers allow any Other Stockholder to Transfer Warrants held by such Other Stockholder pursuant to a pledge the Tag-Along Notice in lieu of Transferring Common Stock pursuant to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares2.3(b) hereof.

Co-Sale Rights. The Company shall, and shall cause its officers and directors (acollectively with the Company the "Shareholders") to, grant to the subscriber a right of co-sale (on a pro-rata basis) such that upon notice to the subscriber of any non-public sale or disposition of shares of the Company by such Shareholders and/or the Company, the subscriber, upon written notice to the Company and/or the selling Shareholders, shall be entitled to participate, pro-rata as determined by each party's percentage ownership in the Company, in such sale of shares of the Company on the same terms and conditions as the Company and/or the selling Shareholders. In the event that Founder receives the Company or a bona fide offer from Shareholder sells any person shares in contravention of the co-sale rights of the subscriber under this Agreement (a "Prohibited Transfer"), the subscriber, in addition to purchase any of Founder's Common Stock (such other remedies as may be available at law, in equity or hereunder, shall have the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transfereeput" option provided below, and the Company and the Shareholders shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, the subscriber shall have the right to sell to the Company the number of shares equal to the number of shares the subscriber would have been entitled to transfer to the purchaser hereunder had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (1) The price per share at which the shares are to be sold to the Company shall be equal to the price per share paid by the purchaser to the Shareholder or the Company in the Prohibited Transfer. The Company shall also reimburse the subscriber for any and terms upon which he proposes all fees and expenses, including legal fees and expenses, incurred pursuant to make such transfer (the "Transfer Notice")exercise or the attempted exercise of the subscriber's rights hereunder. (b2) Within fifteen ninety (1590) days after delivery the later of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share dates on which the subscriber either (A) received notice of the total number Prohibited Transfer or (B) otherwise became aware of shares the Prohibited Transfer, the subscriber shall, if exercising the option created hereby, deliver to be purchased by the transferee described in Company the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (3) The Company shall, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment certificate or certificates for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided sold by the sum subscriber pursuant to this Subsection, pay the aggregate purchase price therefore and the amount of (A) the total number of shares of common stock held reimbursable fees and expense in cash or by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable other means acceptable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectionsubscriber. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from Holdings proposes to sell any shares of the Stock held by Holdings to any person (except to purchase any the Company by way of Founder's Common Stock redemption, repurchase or the like), the other Stockholders shall then have a right of co-sale (the "Founder's Shares"“Right of Co-Sale”) in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice with respect to any shares of his intention to sell Founder's Shares, describing the amount of Founder's Shares Stock proposed to be transferredsold. Before any proposed transfer, Holdings shall give the identity other Stockholders ten (10) days written notice (the “Co-Sale Notice”) which sets forth the terms of the proposed transferee, sale of the shares of Stock held by Holdings. Each other Stockholder shall have the right at any time within ten (10) days from the date of the Co-Sale Notice within which to deliver to Holdings and to the Company notice of its election (the “Election Notice”) to exercise the Right of Co-Sale and to sell to the proposed transferee named in the Co-Sale Notice (at the price and terms upon which he proposes to make such transfer (per share set forth in the "Transfer Co-Sale Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total aggregate number of shares of Stock proposed to be purchased sold to such purchaser multiplied by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Sectionfraction, the pro rata share numerator of Shareholder shall be determined based on which is the number of Shares shares actually held by Shareholder that are subject to co-sale rights, divided by such other Stockholder and the sum denominator of (A) which equals the total number of shares of common stock Stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) Stockholders of the number Company. After the delivery of the Election Notice, the Stockholders shall have the right to sell their respective portion of the shares of Stock to the proposed transferee, and Holdings shall have the right to sell its portion of shares of common stock held by Founder at Stock remaining after the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied exercise, if any, by the number other Stockholders of Shares proposed to their Right of Co-Sale, on the same terms and conditions otherwise described in the Co-Sale Notice. Any Stockholder who exercises his, her or its Right of Co-Sale under this Section 4(b) shall be purchased bound by the same terms and conditions as are both agreed to by Holdings in the applicable sale agreement (including any indemnity and escrow provisions thereof) and consistent with the Co-Sale Notice; provided, however, in no event shall any such Stockholder be required to represent to the prospective transferee to determine more than such Stockholder’s valid title to (and absence of any encumbrances or liens upon) the actual number Stock and such Stockholder’s authority to enter into such sale agreement and related documents, as well as the validity, binding nature and enforceability of Shares eligible for such agreements against such Stockholder. Such sale by Shareholder. shall be consummated not later than sixty (c60) In days following the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, Election Notice. Any proposed transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified and conditions differing materially from those described in the Transfer Election Notice. Founder's Shares transferred in accordance with the provisions of this Section , shall no longer again be subject to the restrictions on Founder's Shares forth Right of Co-Sale and shall require compliance by Holdings with the procedures described in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionSection 4. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In Upon the event that Founder receives a bona fide offer from receipt of any person Transfer Notice, then subject to purchase any all of Founder's Common Stock (the "Founder's Shares") provisions of this Section 3, each of the Purchasers may elect to participate in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder contemplated Transfer by delivering written notice to the Transferring Stockholder within 30 days after the effective date of his intention such Transfer Notice. Each of the Purchasers so electing will be entitled to sell Founder's Sharesin the contemplated Transfer, describing at the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the same price and on the same terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of as specified in the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total a number of shares equal to be purchased (and not less than) the product obtained by multiplying (i) the transferee described in the Transfer Notice quotient determined by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of dividing (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common Common Stock held by such Purchaser (for this purpose, including all shares of Common Stock that were issued, or are issuable, upon conversion of shares of Preferred Stock and exercise of Derivative Securities held by such Purchaser), by (B) the aggregate number of shares of Common Stock held by the Transferring Stockholder (or Common Stock issued or issuable upon the conversion of the shares of capital stock held by Founder at the date such Transferring Stockholder) and all Purchasers electing to participate (for this purpose, including all shares of the Transfer Notice (assuming Common Stock that were issued, or are issuable, upon conversion of all convertible securities shares of Preferred Stock and exercise of all options and warrantsDerivative Securities held by such Purchasers), by (ii) the aggregate number of shares to be sold in the contemplated Transfer. The resulting percentage shall then Transferring Stockholder will be multiplied by entitled to sell in the number contemplated Transfer the balance of Shares the shares proposed to be purchased by so sold. The Transferring Stockholder shall use his or her best efforts to obtain the transferee agreement of the prospective transferee(s) to determine the actual number participation of Shares eligible for sale by Shareholder. (cthe Purchasers in any contemplated Transfer and shall not Transfer any shares to such prospective transferee(s) In unless such prospective transferee(s) allows the event Shareholder declines participation of the Purchasers on the terms specified herein. Subject to exercise the co-sale right as allowed by this Sectionforegoing, Founder the Transferring Stockholder may, within 90 days after the date on which Shareholder's coexpiration of the 30-sale rights lapsedday period referred to above, transfer some or all the Offered Securities (reduced by the number of Founder's Shares shares of stock with respect to which were any of the subject of Purchasers have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on terms no less more favorable to the transferee(s) Transferring Stockholder than specified in the Transfer Notice; PROVIDED, that such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the Transferring Stockholder(s) and naming the Purchasers as intended third-party beneficiaries of such agreement. Founder's Shares transferred in accordance However, if such Transfer is not consummated within such 90-day period, the Transferring Stockholder shall not transfer any of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section3. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during the term of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (a10) In the event that Founder receives days prior to any proposed Transfer by a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities ActPrincipal Shareholder, Founder such Principal Shareholder shall give a Transfer Notice to the Pequot Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Pequot Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Pequot Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder notice within ten (10) business days of his intention the date of receipt of such Transfer Notice. The Pequot Shareholders shall have the right to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transfereetransferee(s), as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the price same terms and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by the Pequot Shareholders, multiplied by a fraction, the numerator of which is the Pequot Securities and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder may will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Pequot Shareholders elect to sell up participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to Shareholder's pro rata share obtain the agreement of the total number prospective transferee(s) to the participation of the Pequot Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to be purchased by such prospective transferee(s) unless such prospective transferee(s) allow(s) the transferee described participation of the Pequot Shareholders on the terms specified in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares Notice. Subject to the transferee described in foregoing, the Transfer Notice upon receipt of payment for such shares from such transferee for Transferring Shareholder(s) may, within sixty (60) days after the benefit of Shareholder. Founder shall thereupon notify the transferee expiration of the co-sale arrangements hereunderten (10) business day period referred to above, and instruct Transfer the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held Offered Securities (reduced by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at Securities with respect to which the date of Pequot Shareholders have elected to participate, if any) to the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (ctransferee(s) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of identified in the Transfer Notice at a price and on the terms no less more favorable to the transferee(sTransferring Shareholder(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with ; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Section shall no longer be subject Agreement applicable to the restrictions on Founder's Shares forth in this Sectiontransferor(s). After the expiration of said 90-However, if such Transfer is not consummated within such sixty (60) day period, Founder the Transferring Shareholder(s) shall not transfer Transfer any shares of Founder's Shares the Offered Securities as have not been purchased within such period without again complying with this Section. (d) Any transfer all of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer holder of such sharesshares of Securities without the consent of the Pequot Shareholders.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) 15 days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) 13.1. In the event that Founder receives any Offered Securities are not purchased by the Preference Shareholders pursuant to Section 12 above and thereafter are to be sold to a bona fide offer from any person to purchase any of Founder's Common Stock Proposed Transferee (the "Founder's “Co-Sale Eligible Shares") in a private transaction exempt from registration under the Securities Act”), Founder shall give each Preference Shareholder notice who has not exercised its Preference Right of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer First Refusal (the "“Co-Sale Preference Shareholder”) may elect to exercise its right (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Notice"). (b) Within fifteen (15) days after delivery of on the same terms and conditions specified in the Transfer Notice, provided that the Preference Shareholder may convert Securities, the subject of such sale, to Ordinary Shares (if required) prior to the completion of a sale pursuant to this Section 13. Each Co-Sale Preference Shareholder shall exercise its Right of Co-Sale by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Expiration Notice (the “Co-Sale Period”), written notice of its intention to participate, specifying the number of the relevant Shares such Co-Sale Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Co-Sale Preference Shareholder shall deliver one or more certificates representing the number of Shares which it elects to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Shares to the Proposed Transferee, and the Selling Shareholder shall procure that the Proposed Transferee shall pay to such Co-Sale Preference Shareholder a pro rata amount of the purchase price entitled to be received by such Co-Sale Preference Shareholder. To facilitate the exercise of Right of Co-Sale by a Co-Sale Preference Shareholder, the Company undertakes to such Co-Sale Preference Shareholder that it shall effect and register the conversion of Preference Shares into Ordinary Shares (if required), and provide relevant share certificates therefor to the Co-Sale Preference Shareholder as soon as practicable upon any request for conversion. 13.2. Each Co-Sale Preference Shareholder shall have the right to co-sell such number of Ordinary Shares (or such number of other Shares representing such number of Ordinary Shares, calculated on an-as converted basis) equal to the product of the number of Co-Sale Eligible Shares multiplied by a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of all Securities (excluding any outstanding warrants) (calculated on an as-converted basis) owned by such Co-Sale Preference Shareholder, and the denominator of which is the number of Ordinary Shares issuable upon conversion of all Securities (excluding any outstanding warrants) (calculated on an as-converted basis) held by the Selling Shareholder and all Co-Sale Preference Shareholders. In the event that the Proposed Transferee desires to purchase a number of Shares less than the amount of the Co-Sale Eligible Shares, the amount that the Proposed Transferee desires to purchase shall be substituted for Co-Sale Eligible Shares in the above equation for the purpose of determining each Co-Sale Preference Shareholder’s co-sale rights. 13.3. If the Proposed Transferee refuses to purchase Shares from any Co-Sale Preference Shareholder exercising its Right of Co-Sale under this Section 13, the Selling Shareholder shall not sell to the Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Selling Shareholder shall purchase such Shares from such Co-Sale Preference Shareholder on the same terms and conditions specified in the Transfer Notice. 13.4. The exercise or non-exercise of the right to participate under this Section 13 with respect to a particular sale or Disposal by any Selling Shareholder shall not adversely affect the Preference Shareholder’s right to participate in subsequent sales or Disposals by any Selling Shareholder pursuant to this Section 13. 13.5. Any sale, assignment or other transfer or Disposal of Offered Securities by any Selling Shareholder contrary to the provisions of this Agreement or the Share Restriction Agreement or other Transaction Agreements or Investment Documents shall be null and void, and the transferee shall not be recognized by the Company as the holder or owner of the Offered Securities sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights) and the register of members of the Company shall not be updated accordingly, unless and until such Selling Shareholder has satisfied the requirements of this Agreement, the Share Restriction Agreement, other Transaction Agreements and the Investment Documents with respect to such sale or Disposal. 13.6. To the extent the Company and the Preference Shareholders do not elect to sell up purchase the Offered Securities pursuant to Shareholder's pro rata share Section 12, the Selling Shareholder together with each Co-Sale Preference Shareholder who has exercised its Right of Co-Sale may, not later than twenty (20) Business Days following the expiration of the total number Co-Sale Period, conclude a transfer of shares the Offered Securities which shall have not been elected to be purchased by the transferee described Company and the Preference Shareholders pursuant to Section 12, which in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder each case shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less and conditions not more favorable to the transferee(sProposed Transferee(s) than specified those described in the Transfer Notice. Founder's Any Proposed Transfer on terms and conditions which are more favorable than those described in the Transfer Notice, as well as any subsequent Proposed Transfer of any Shares transferred in accordance with by the provisions of this Section Selling Shareholder, shall no longer again be subject to the restrictions on Founder's Shares Company Right of First Refusal, the Preference Right of First Refusal and the Right of Co-Sale and shall require compliance by the Selling Shareholder with the procedures described in Sections 12 and 13 of this Agreement. 13.7. The Preference Right of First Refusal set forth in this Section. After Section 12 and the expiration Right of said 90Co-day period, Founder Sale set forth in Sections 13.1 to 13.6 shall not transfer apply to transfers of Shares to any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, Permitted Transferee; provided that in each case the transferee agrees in writing Selling Shareholder shall remain to be bound by this Agreement and the provisions Permitted Transferee shall have executed and delivered a Deed of Adherence as provided in Section 26 agreeing to be bound by this Section Agreement and that the Selling Shareholder shall procure that the Permitted Transferee shall not transfer its Shares except to the Selling Shareholder or other Permitted Transferee(s) of such Selling Shareholder and that any such Transfer shall comply with respect all applicable laws. 13.8. The rights of a Preference Shareholder under Sections 13.1 to 13.6 shall terminate upon the earlier of: (a) that point of time when such Preference Shareholder no longer owns any Preference Share of the Company; or (b) the consummation of a Qualified IPO. 13.9. Each certificate representing the Ordinary Shares shall bear legends in the following form (in addition to any subsequent transfer legend required under any other applicable securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A SHARE RESTRICTION AGREEMENT AND AN AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT BY AND AMONG THE HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY, AND THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY. COPIES OF SUCH AGREEMENTS AND THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY ARE ON FILE WITH THE PRINCIPAL OFFICE OF THE COMPANY. 13.10. The parties hereto agree that any purchaser of such sharesShares (unless already a party to this Agreement) from a Selling Shareholder shall be required to sign the Deed of Adherence as provided in Section 26 confirming its agreement to be bound by this Agreement as a condition of his becoming a Shareholder.

Co-Sale Rights. In the event the Company and the Investors have not purchased all of the Offered Stock under their right of first refusal under Section 1 or in the event that any Investor proposes to transfer or sell any shares of Common Stock and/or Preferred Stock of the Company, the Selling Stockholder or such Investor, as the case may be (the “Co-Sale Seller”), shall provide written notice by overnight courier (the “Co-Sale Notice”) to all of the Key Stockholders and Investors (other than the Co-Sale Seller) informing them of the number and class or series of shares that such Co-Sale Seller intends to sell (the “Co-Sale Shares”) to a third party or parties (the “Co-Sale Transferee”). (a) In Each Key Stockholder and Investor shall have the event right to participate in the proposed sale by the Co-Sale Seller and sell to the Co-Sale Transferee up to that Founder receives number of shares of Common Stock and/or Preferred Stock equal to the product obtained by multiplying (i) the aggregate number of Co-Sale Shares covered by the Co-Sale Notice by (ii) a bona fide offer from any person to purchase any fraction the numerator of Founder's which is the number of shares of Common Stock (assuming conversion of all issued and outstanding shares of Preferred Stock) held by such Investor or Key Stockholder on the "Founder's date of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock (assuming conversion of all issued and outstanding shares of Preferred Stock) held by all the Investors and Key Stockholders, including the Co-Sale Seller, on the date of the Co-Sale Notice. To exercise such right of co-sale, the Investor or Key Stockholder must give written notice to the Selling Stockholder by overnight mail, within five (5) business days after receipt of the Co-Sale Notice of its election to participate in such sale of Co-Sale Shares (such electing Investors and Key Stockholders are collectively referred to as the “Participating Sellers”). Any such participation shall be on the same terms and conditions as the proposed sale of Co-Sale Shares") in a private transaction exempt from registration under . The delivery of the Securities Act, Founder shall give Shareholder notice of his intention election by a Participating Seller under this paragraph shall constitute an irrevocable commitment by such Participating Seller to sell Founder's Shares, describing such shares. To the amount extent one or more of Founder's Shares proposed to be transferredthe Investors and/or Key Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the identity number of Co-Sale Shares that the proposed transferee, and Co-Sale Seller may sell to the price and terms upon which he proposes to make such transfer (Co-Sale Transferee in the "Transfer Notice")transaction shall be correspondingly reduced. (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described Each Participating Seller shall effect its participation in the Transfer Notice sale by giving written notice thereof promptly delivering to Founder and tendering the Co-Sale Seller for transfer to Founder a certificate representing the shares to be soldCo-Sale Transferee one or more certificates, properly endorsed for transfer, which represent (i) the type and number of shares of Common Stock which the Co-Sale Seller elects to sell or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which the Co-Sale Seller elects to sell; provided, however, that if the Co-Sale Transferee objects to the delivery of the Preferred Stock, in lieu of Common Stock, the Participating Seller shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in subparagraph (i) above. The Company agrees to make any such conversion concurrent with written instructions to the actual transfer the of such shares to the transferee described Co-Sale Transferee. (c) The stock certificates which the Participating Sellers deliver to the Co-Sale Seller pursuant to Section 2(b) shall be transferred by the Co-Sale Seller to the Co-Sale Transferee in consummation of the sale of the Co-Sale Shares pursuant to the terms and conditions specified in the Transfer Notice upon receipt of payment for such shares from such transferee for Co-Sale Notice, and the benefit of Shareholder. Founder Co-Sale Seller shall thereupon notify the transferee promptly thereafter remit to each Participating Seller that portion of the cosale proceeds to which the Participating Seller is entitled by reason of its or his participation in such sale. (d) The exercise or non-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose exercise of the rights of the Investors or Key Stockholders hereunder to participate in one or more sales of Co-Sale Shares by a Co-Sale Seller shall not adversely affect their rights to participate in subsequent sales by any Investors or Key Stockholders. (e) Notwithstanding the foregoing, the provisions of this Section 2 shall not apply to the sale of any Key Stockholder Stock by a Key Stockholder to the Company. (f) The co-sale right set forth in this SectionSection 2 may not be assigned or transferred, except that (i) such right is assignable by each Investor to any wholly-owned subsidiary or parent of, or to any corporation, partner or entity that is, within the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders meaning of the Company Act, controlling, controlled by or under common control with, any such Investor, and (including Shareholderii) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date such right is assignable between and among any of the Transfer Notice (assuming conversion of all convertible securities Investors and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by ShareholderKey Stockholders. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In Until the event that Founder receives successful completion of the IPO, none of Xxxxx X. Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx X. Xxxx and Xxxxx X. Solar (each, a bona fide offer from “Selling Shareholder” and collectively “Sellers”) may sell or otherwise dispose of any person shares of capital stock of the Company beneficially owned or controlled by such Selling Shareholder including, without limitation, Common Stock, unless the Selling Shareholder has given notice to Holder in writing of such intended sale or disposition at least twenty (20) calendar days prior to the date thereof, which notice shall state the material terms, including without limitation, the purchase any price and other material terms and conditions of Founder's Common Stock (payment, the "Founder's Shares") in a private transaction exempt from registration under date on or about which the Securities Actsale is to be made, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the number or amount of Founder's Shares proposed the securities to be transferred, the identity of the proposed transfereesold or disposed of, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice")intended buyer. (b) Within fifteen (15) calendar days after delivery receipt of the Transfer Noticenotice provided in paragraph (a) above (i) Holder may notify the Selling Shareholder that the Holder will sell to the buyer named in the notice (the “Buyer”), Shareholder may elect to sell up to Shareholder's Holder’s pro rata share of portion (being the total number of shares to be purchased percentage obtained by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) dividing the number of shares of common stock held the Company’s Common Stock owned by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied Holder by the number of Shares such shares owned by all shareholders of the Company) of the number of shares proposed to be purchased by sold on the transferee same terms as the Selling Shareholder sets forth in its notice to determine the actual Holder. If Holder elects to sell to Buyer, Holder must deliver to the Selling Shareholder certificates representing the number of Shares eligible shares of capital stock no later than two (2) calendar days prior to the proposed closing of such transaction. The Selling Shareholder shall be obligated to remit Holder’s portion of the sale proceeds to Holder by delivering to Holder a certified or cashier’s check within two (2) calendar days following the closing. No costs of sale shall be charged against Holder’s portion of the sale proceeds without the prior written consent of the Holder which consent shall not be unreasonably withheld. If the Holder does not send notice to the Selling Shareholder pursuant to paragraph (b)(i) above, then such Selling Shareholder shall be free to sell its stock for sale by Shareholderup to ninety (90) days, but only to the Buyer and only at the price and on the terms and conditions, as those set forth in the notice sent to the Holder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some If any material or all of Founder's Shares which were the subject economic terms of the Transfer Notice at a price and on terms no less favorable initial proposal are modified, the Selling Stockholder shall follow the same procedure with respect to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance modified proposal as are provided above with the provisions of this Section shall no longer be subject respect to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Sectionoriginal proposal. (d) Any transfer Notwithstanding anything to the contrary in the foregoing provisions, Holder shall have no right of Founder's Shares co-sale pursuant to this section if the Selling Shareholder (i) sells securities as part of any public offering by the Company, or (ii) sells or otherwise transfers, with or without consideration consideration, any securities to any spouse or member of such person’s immediate family, or to a family member custodian, trustee (including a trustee of Founder a voting trust), executor, or other fiduciary for the account of the Selling Shareholder’s spouse or members of the Selling Shareholder’s immediate family, or to a trust for himself, or a charitable remainder trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the which transferee agrees in writing to comply with this section. (e) Concurrently herewith, each married Selling Shareholder of the Company shall cause his/her spouse to execute an adoption, ratification and consent in the form attached hereto as Exhibit “A”. (f) Notwithstanding anything herein to the contrary, Holder’s rights of co-sale under Section 16 shall terminate immediately upon the closing of the IPO. (g) Notwithstanding anything herein to the contrary, Holder’s right to sell under this section shall be bound by the provisions of this Section with respect subject to any subsequent transfer current or future security holder’s co-sale rights; provided Holder’s rights of such sharesco-sale are not diminished, reduced or otherwise negatively effected thereby.

Co-Sale Rights. (a) In the event that Founder receives of any proposed Transfer (other than a bona fide offer from any person Permitted Transfer) by a Shareholder or group of Shareholders (individually or collectively, the "MAJORITY SHAREHOLDER") of Shares representing a majority of the issued and outstanding shares of voting capital stock of the Company, the Majority Shareholder will deliver written notice of such proposed sale (a "SHAREHOLDER NOTICE") to purchase any of Founder's Common Stock the remaining Shareholders (the "Founder's SharesREMAINING SHAREHOLDERS") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes Remaining Shareholders shall have the right, but not the obligation, to make such transfer (participate in the "Transfer Notice"). (b) Within contemplated sale by delivering written notice to the Majority Shareholder no later than fifteen (15) days after delivery the date of receipt of such Shareholder Notice; PROVIDED, HOWEVER, that in no event shall a pledge of or lien or encumbrance on the Majority Shareholder's Shares to any bank or financial institution (or any resulting foreclosure or seizure of such Shares) constitute a sale of Shares by the Majority Shareholder. If any Remaining Shareholder elects to participate in such proposed sale, such Remaining Shareholder will be entitled and required to sell in the contemplated sale, at the same price and on the same terms as the Majority Shareholder proposes to sell, the number of Shares equal to the product of: (i) the quotient determined by dividing (x) the number of Shares on a fully diluted basis outstanding and owned by such Remaining Shareholder by (y) the aggregate number of Shares on a fully diluted basis outstanding and owned by the Shareholders; and (ii) the number of Shares to be sold in the contemplated sale. The Majority Shareholder will use commercially reasonable efforts to obtain the agreement of each prospective buyer to the participation of such Remaining Shareholder in the contemplated sale and will not sell any Shares to any prospective buyer if such buyer refuses to allow the participation of such Remaining Shareholder. (b) If the Majority Shareholder determines to Transfer a majority of the Transfer issued and outstanding shares of voting capital stock of the Company pursuant to a proposed bona fide sale to a non-affiliated third party in an arms-length transaction, the Majority Shareholder may by written notice (the "DRAG-ALONG NOTICE") to the Remaining Shareholders given at any time concurrent with or during the forty-five (45) day period immediately following the date of the giving of the Drag-Along Notice, Shareholder may elect require and compel the Remaining Shareholders to sell up to Shareholder's sell, on a pro rata share basis, their Shares along with the Majority Shareholder at the same price and otherwise upon the same terms and conditions as are applicable to the Shares sold by the Majority Shareholder. If the Majority Shareholder exercises its right to require and compel a drag-along sale as provided herein, the Remaining Shareholders shall take all lawful and customary actions reasonably requested by the Majority Shareholder to effectuate the purposes of this SECTION 10(b), including, without limitation, (i) voting all of their respective Shares in favor of the total number of shares to be purchased proposed sale, (ii) executing any purchase or sale agreement and any related agreements likewise executed by the transferee described in the Transfer Notice by giving written notice thereof to Founder Majority Shareholder, and tendering to Founder a certificate representing the shares to be sold, (iii) surrendering their certificates evidencing all of their Shares properly endorsed for transfer, with written instructions to transfer against payment of the shares to the transferee described in the Transfer Notice upon receipt of payment consideration for such shares from Shares at the closing of any such transferee for the benefit transaction. If such sale of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunderShares is by merger or consolidation, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of each Remaining Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale waive any dissenters rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding appraisal rights or similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholderin connection with such merger or consolidation. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (ai) In If the event that Founder Trust receives a bona fide offer from Co-Sale Notice pursuant to Section 3.4 of the Members Agreement, the Board shall seek instructions by notice to the Trust Holders as to whether any person Trust Holder wishes to purchase any participate in the contemplated sale and the number of Founder's Common Stock (eligible Voting Trust CEH Units held by the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice Trust on behalf of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed each Trust Holder to be transferredincluded in such sale. If the Board has not received instructions from a Trust Holder by the date specified by the Board in such notice, such Trust Holder shall be deemed to have instructed the identity of Board that it does not wish to participate in the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice")sale. (bii) Within fifteen (15) days after delivery The Board shall take such steps as may be necessary or appropriate in the judgment of the Transfer Notice, Shareholder may elect Board to sell up to Shareholder's pro rata share enforce the timely received instructions of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section Trust Holders with respect to any subsequent transfer Co-Sale Notice; provided, that the Board may waive (including before seeking instructions from the Trust Holders pursuant to Section 4.03(a)(i)) the Co-Sale Rights of the Trust with respect to all (but not less than all) of the Voting Trust CEH Units held by the Trust on behalf of the Trust Holders (other than the Pinnacle Equity Sponsors and their affiliates) electing to participate in such sale if the Board determines, acting in its sole discretion, that such action is in the best interests of the Trust Holders, collectively, or the Trust. (iii) The Board shall promptly remit the proceeds of any sale of Voting Trust CEH Units pursuant to this Section 4.03(a) to the applicable Trust Holder, and shall cancel that number of Trust Units held by such Trust Holder equal to the number of Voting Trust CEH Units sold that were held by the Trust on behalf of such sharesTrust Holder.

Co-Sale Rights. (a) In Subject to the terms of subsection 2.3(c) below, in the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock Stockholder (the "Founder's SharesSELLING STOCKHOLDER") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention may desire to sell Founder's Shares, describing the amount any shares of Founder's Shares proposed to be transferredCompany capital stock held by it, the identity Selling Stockholder shall first notify all other Stockholders in writing of the proposed transfereesale, at least 30 days prior to the proposed date thereof, which notice shall contain all material terms of the proposed sale, including, without limitation, the name and address of the prospective purchaser, the purchase price and terms of payment, the date of the proposed sale, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by sold. Within 30 days after mailing the transferee described notice to the Stockholders, each Stockholder may notify the Selling Stockholder of its desire to sell to the prospective purchaser (or at such Stockholder's option and demand, to the Selling Stockholder, who hereby agrees to purchase in the Transfer Notice by giving written notice thereof event that a direct sale from the Selling Stockholder to Founder and tendering to Founder a certificate representing the prospective purchaser is consummated) all or any part of the shares to be soldof Company capital stock which such Stockholder then holds, properly endorsed for transfer, with written instructions to transfer the shares subject to the transferee described next sentence, on the same terms as those on which the Selling Stockholder proposed to sell its Company capital stock to the prospective purchaser. The maximum number of shares which any Stockholder electing to participate in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the entitled to sell hereunder shall be equal to that number of Shares held obtained by Shareholder that are subject to co-sale rights, divided by the sum of (A) multiplying the total number of shares of common Company capital stock held (on an as-converted basis) being sold by all stockholders the Selling Stockholder by a fraction, the numerator of which is the Company (including Shareholder) holding similar co-sale rights plus (B) the total number of shares of common Company capital stock (on an as-converted basis) held by Founder such Stockholder at such time, and the denominator of which is the total number of such shares held by all Stockholders (on an as-converted basis) at such time. If a Stockholder elects to sell to the prospective purchaser, then the Selling Stockholder shall assign as much of its interest in the agreement of sale with the prospective purchaser as any Stockholder electing to participate in the sale shall be entitled to and shall accept hereunder. If within 30 days after receipt by the Stockholders of notice from the Selling Stockholder of such stockholder's intention to sell to a prospective purchaser the Stockholders do not send notice as set forth above, then the Selling Stockholder shall be free to sell the stock to such prospective purchaser, but only at the time and on the same terms and conditions as outlined in the notice sent to the Stockholders; PROVIDED that in the event such shares are not sold within 120 days of the date of the Transfer Notice notice, they shall once again be subject to the right of co-sale provided herein. (assuming conversion b) The provisions of all convertible securities and exercise subsection (a) above shall not pertain to or apply to (i) any bona fide pledge of all options and warrants). The resulting percentage shall then be multiplied shares of stock made by a Stockholder which creates a mere security interest, or (ii) any transfer made by a Stockholder which is a partnership to its constituent partners, or by a Stockholder which is a corporation to its shareholders, to its parent corporation or to a wholly-owned subsidiary corporation, (iii) any bona fide transfer to an inter vivos trust for the number benefit of Shares proposed the transferring Stockholder, or (iv) any bona fide gift to be purchased by the transferee to determine the actual number a spouse or direct lineal descendant of Shares eligible a Stockholder or a trust for sale by Shareholdertheir benefit. (c) In The parties hereto acknowledge that the event Shareholder declines terms of this Section 2.3 are subordinate to exercise the rights contemplated by Section 1 of the Put/Call and Voting Agreement and subordinate to the rights contemplated by Section 4 of the Put/Call and Voting Agreement. To the extent a Stockholder does not elect to have a portion of his or her equity interest in the Company purchased under Section 1 of the Put/Call and Voting Agreement and to the extent the Ten Percent Holders do not elect to acquire all of the shares of Company capital stock being offered by the Stockholder under Section 4 of the Put/Call and Voting Agreement, then and only then shall the co-sale right as allowed contemplated by this Section, Founder may, within 90 days after Section 2.3 be effective. The notice provisions contemplated in this Section 2.3 may be satisfied concurrently with and in tandem with the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified notice provisions contemplated in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionPut/Call and Voting Agreement. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) 13.1 In the event that Founder receives a bona fide offer from any person to purchase the Selling Shareholder is any of Founder's Common Stock (the "Founder's Shares") BVI, each Preference Shareholder shall have the right to participate in a private transaction exempt from registration under any sale or Disposal to the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing Proposed Transferee upon the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, same terms and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased conditions as set forth by the transferee described Selling Shareholder in the Transfer Notice by giving written notice thereof to Founder in accordance with the terms and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right conditions set forth in this SectionClause 13 and provided that such Preference Shareholder converts all Securities, the pro rata share subject of such sale, to Ordinary Shares prior to the completion of a sale pursuant to this Clause 13. Each Preference Shareholder shall be determined based on exercise its right by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Ordinary Shares held by such Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Preference Shareholder shall deliver one or more certificates representing the number of Ordinary Shares which it elects to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Ordinary Shares to the Proposed Transferee, and the Selling Shareholder shall procure that are the Proposed Transferee shall pay to such Preference Shareholder a pro rata amount of the purchase price received from the Proposed Transferee. To facilitate the sale and delivery of share certificate of such Ordinary Shares of the selling shareholder, the Company undertakes to the Preference Shareholders that it shall, subject to compliance with all applicable laws, effect and register the conversion of Series A Preference Shares into Ordinary Shares, and provide relevant share certificates therefor to the selling shareholder as soon as practicable upon any request for conversion. 13.2 Each Preference Shareholder shall have the right to co-sale rights, divided by sell up to such number of Shares equal to the sum product of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B1) the number of shares Offered Securities multiplied by (2) a fraction, the numerator of common stock held by Founder at which is the date number of the Transfer Notice (assuming Ordinary Shares issuable upon conversion of all convertible securities Securities (excluding any outstanding warrants) owned by such Preference Shareholder, and exercise the denominator of all options and warrants). The resulting percentage shall then be multiplied by which is (i) the number of Shares proposed to be purchased the numerator plus (ii) the number of Securities (on an as-if-converted basis with the exclusion of any outstanding warrants) held by the transferee Selling Shareholder and all other Preference Shareholders (if any). In the event that the Proposed Transferee desires to determine the actual purchase a number of Shares eligible different from the amount of the Offered Securities, the amount that the Proposed Transferee desires to purchase shall be substituted for sale by Offered Securities in the above equation for the purpose of determining each Preference Shareholder’s participation rights. (c) In 13.3 If the event Proposed Transferee refuses to purchase Shares from any Preference Shareholder declines to exercise the exercising its rights of co-sale right as allowed by under this SectionClause 13, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable Selling Shareholder shall not sell to the transferee(s) than Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Selling Shareholder shall purchase such Shares from such Preference Shareholder on the same terms and conditions specified in the Transfer Notice. Founder's Shares transferred in accordance . 13.4 The exercise or non-exercise of the right to participate under this Clause 13 with the provisions of this Section shall no longer be subject respect to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder a particular sale or Disposal by any Selling Shareholder shall not transfer adversely affect any of Founder's Shares without again complying with Preference Shareholder’s right to participate in subsequent sales or Disposals by any Selling Shareholder pursuant to this SectionClause 13. (d) 13.5 Any sale, assignment or other transfer or Disposal of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject Offered Securities by any Selling Shareholder contrary to the provisions of this SectionAgreement shall be null and void, and the transferee shall not be recognized by the Company as the holder or owner of the Offered Securities sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until such Selling Shareholder has satisfied the requirements of this Agreement with respect to such sale or Disposal. 13.6 The Right of First Refusal set forth in Clause 12 and the co-sale rights set forth in Clauses 13.1 to 13.5 shall not apply to: any transfer of Shares to a wholly-owned subsidiary of the Selling Shareholder or a wholly-owned subsidiary of the holding company of the Selling Shareholder or to any member(s) of BAPE Group or Xxxxxx Brothers Group (if the Selling Shareholder is the Preference Shareholder or another member of BAPE Group or Xxxxxx Brothers Group) (“Permitted Transferee”), provided that in each case the transferee agrees in writing Selling Shareholder shall remain to be bound by this Agreement and the Permitted Transferee shall agree to be bound by this Agreement and that the Selling Shareholder shall procure that the Permitted Transferee shall not transfer its Shares except to the Selling Shareholder or other Permitted Transferee(s) of the Selling Shareholder. 13.7 The rights of a Preference Shareholder under Clauses 13.1 to 13.6 shall terminate upon: (a) that point of time when such Preference Shareholder no longer owns any Share of the Company; or (b) the consummation of a Qualified IPO. 13.8 Each certificate representing the Shares shall bear legends in the following form (in addition to any legend required under any other applicable securities laws): 13.9 The parties hereto agree that any purchaser of Shares (unless already a party to this Agreement) from a Selling Shareholder shall be required to sign a deed confirming its agreement to be bound by this Agreement as a condition of his becoming a Shareholder. 13.10 The above provisions of this Section with respect Clause 13 shall be mutatis mutandis applicable to BVI in the event that the Selling Shareholder is any subsequent transfer of such sharesPreference Shareholders.

Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during the term of each Principal Shareholder’s employment by the Company and for a period of two years following the termination of such Principal Shareholder’s employment with the Company, for any reason or without reason, at least ten (a10) In the event that Founder receives days prior to any proposed Transfer by a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities ActPrincipal Shareholder, Founder such Principal Shareholder shall give a Transfer Notice to the Pequot Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Pequot Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Pequot Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder notice within ten (10) business days of his intention the date of receipt of such Transfer Notice. The Pequot Shareholders shall have the right to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transfereetransferee(s), as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the price same terms and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by the Pequot Shareholders, multiplied by a fraction, the numerator of which is the Pequot Securities and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder may will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Pequot Shareholders elect to sell up participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to Shareholder's pro rata share obtain the agreement of the total number prospective transferee(s) to the participation of the Pequot Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to be purchased by such prospective transferee(s) unless such prospective transferee(s) allow(s) the transferee described participation of the Pequot Shareholders on the terms specified in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares Notice. Subject to the transferee described in foregoing, the Transfer Notice upon receipt of payment for such shares from such transferee for Transferring Shareholder(s) may, within sixty (60) days after the benefit of Shareholder. Founder shall thereupon notify the transferee expiration of the co-sale arrangements hereunderten (10) business day period referred to above, and instruct Transfer the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held Offered Securities (reduced by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at Securities with respect to which the date of Pequot Shareholders have elected to participate, if any) to the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (ctransferee(s) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of identified in the Transfer Notice at a price and on the terms no less more favorable to the transferee(sTransferring Shareholder(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with ; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Section shall no longer be subject Agreement applicable to the restrictions on Founder's Shares forth in this Sectiontransferor(s). After the expiration of said 90-However, if such Transfer is not consummated within such sixty (60) day period, Founder the Transferring Shareholder(s) shall not transfer Transfer any shares of Founder's Shares the Offered Securities as have not been purchased within such period without again complying with this Section. (d) Any transfer all of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer holder of such sharesshares of Securities without the consent of the Pequot Shareholders.

Co-Sale Rights. 11.1 Each Initial Shareholder shall have the right to participate, on a pro rata basis, in any sale or Disposal by Shareholders (aother than the Initial Shareholders) In to a Proposed Transferee upon the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") S7-16 same terms and conditions as set forth in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, subject to the terms and conditions set forth in this clause 11. An Initial Shareholder may elect shall exercise its right by delivering to the Transferor, within five Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Shares such Initial Shareholder desires to sell up to Shareholder's the Proposed Transferee. At the closing of the transaction, such Initial Shareholder shall deliver one or more certificates representing the number of Shares which such Initial Shareholder elects to sell hereunder together with instruments of transfer and other documents necessary for transfer of such Shares to the Proposed Transferee, and the Transferor shall pay to such Initial Shareholder a pro rata share amount of the purchase price received from the Proposed Transferee as corresponds to the number of Shares sold by such Initial Shareholder as a proportion of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares Shares sold to the transferee described in Proposed Transferee. Each Initial Shareholder shall have the Transfer Notice upon receipt right to sell up to that number of payment for Shares equal to the product of (1) the number of Offered Shares multiplied by (2) a fraction, the numerator of which is the number of Shares owned by such shares from such transferee for the benefit of Initial Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for denominator of which is the shares to be purchased from Shareholder to Shareholder. For the purpose sum of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on (i) the number of Shares held by Shareholder that are subject to co-sale rights, divided the Transferor after any exercise of the Right of First Refusal by the sum of Initial Shareholders and (Aii) the total number of shares of common stock Shares held by all stockholders the Initial Shareholders electing to sell Shares pursuant to this clause. In the event that the Proposed Transferee desires to purchase a number of Shares different from the amount of the Company (including Offered Shares, the amount that the Proposed Transferee desires to purchase shall be substituted for Offered Shares in the above equation for the purpose of determining each Initial Shareholder) holding similar ’s participation rights. If none of the Initial Shareholders elect to participate in the sale of the Offered Shares subject to the Transfer Notice, the Transferor may complete the transfer of the Offered Shares covered by the Transfer Notice in accordance with clause 10.4. Any proposed transfer on terms and conditions more favourable than those described in the Transfer Notice, as well as any subsequent proposed transfer of any of the Offered Shares by the Transferor, shall again be subject to the co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities Initial Shareholders and exercise of all options and warrants). The resulting percentage shall then be multiplied require compliance by the number of Shares proposed to be purchased by Transferor with the transferee to determine the actual number of Shares eligible for sale by Shareholderprocedures described in this clause 11. (c) In 11.2 To the event extent that any Proposed Transferee prohibits such assignment or otherwise refuses to purchase Shares from any Initial Shareholder declines to exercise the exercising its rights of co-sale right as allowed by under this Sectionclause 11, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable Transferor shall not sell to the transferee(s) than Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Proposed Transferee shall purchase such Shares from such Initial Shareholder on the same terms and conditions specified in the Transfer Notice. 11.3 The exercise or non-exercise of the right to participate under this clause 11 with respect to a particular sale or Disposal by a Shareholder (other than the Initial Shareholders) shall not adversely affect any Initial Shareholder’s right to participate in subsequent sales or Disposals by a Shareholder (other than the Initial Shareholders) pursuant to this clause 11. 11.4 Save as provided in this Agreement, Jitter Bug may not, without the prior written consent of the Investors, Dispose of its beneficial interest in Shares or shares held directly or indirectly in the share capital or equity interest of any Group Company. Founder's Shares transferred in accordance with If a Founder is the provisions of this Section Transferor under clause 10, clause 11.1 shall no longer be subject to the restrictions on Founder's Initial Shareholders’ right to transfer or Dispose of Shares forth held in this Section. After their respective names in priority to the expiration Shares to be transferred or Disposed of said 90-day periodby the Founder as Transferor and each Initial Shareholder may transfer or Dispose of up to that number of Shares equal to the sum of (1) the number of Offered Shares multiplied by (2) a fraction, Founder shall not transfer any the numerator of Founder's which is the number of Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founderowned by such Initial Shareholder, and transfers the denominator of which is the number of Shares held by all the Initial Shareholders electing to sell Shares pursuant to a pledge to secure indebtednessclause 11.1. Any sale, shall not be subject assignment or other transfer or Disposal of Offered Shares by the Founder contrary to the provisions of this SectionAgreement hereof shall be null and void, provided that and the transferee agrees in writing Proposed Transferee shall not be recognised by the Company as the holder or owner of the Offered Shares purported to be bound by sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until the provisions Founder has satisfied the requirements of this Section Agreement with respect to such Disposal. The Founder shall S7-17 provide the Company and the Investors with written evidence that such requirements have been met or waived prior to consummating any subsequent sale, assignment, transfer or other Disposal of securities, and no Shares shall be transferred on the books of the Company until such shareswritten evidence has been received by the Company and the Investors or the Disposal of the Shares is consented to by the Investors in writing. 11.5 The certificates evidencing the Shares of the Company shall bear, in addition to any other legend required under the applicable laws, the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS, INCLUDING RESTRICTIONS ON TRANSFER, AS SET FORTH IN A SHAREHOLDERS’ AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE ISSUER AND CERTAIN SHAREHOLDERS OF THE ISSUER.” 11.6 The legend referred to in clause 11.5 shall be removed upon termination of this Agreement.

Co-Sale Rights. (a) Co-Sale Right. If one or more of the Principal Stockholders (the "Selling Stockholders"), in one transaction or a series of related transactions desire to enter into an agreement to transfer more than twenty percent (20%) in the aggregate, of the Company's then issued and outstanding Common Stock to a third party (the "Buyer"), such Principal Stockholder(s) shall provide the Shareholder with written notice of the proposed transaction (which notice shall specify the terms and conditions of such proposed transaction) and the Shareholder shall have the right, but not the obligation, exercisable for a period of ten (10) days, to sell to the Buyer, upon the same terms and conditions contained in the notice of the proposed transaction, its "Co-Sale Pro Rata Share" of the equity securities proposed to be sold. For purposes hereof, the Shareholder's "Co-Sale Pro Rata Share" shall be determined by multiplying the number of shares of the Company's Common Stock to be sold in the proposed transaction by a fraction, the numerator of which is the number of shares of Common Stock in the Company owned by the Shareholder and the denominator of which is the sum of the number of shares of the Company's Common Stock held by the Selling Stockholder(s) and the Shareholder. In the event that Founder receives a bona fide offer from the Shareholder exercises its right to participate in any person transaction pursuant to purchase any this Section 3, the Shareholder shall be required to bear its proportionate share of Founderthe expenses of the transaction, including without limitation, legal and accounting fees and expenses. To the extent the Shareholder exercises its right of participation in accordance with the terms and conditions set forth herein, the number of shares of the Company's Common Stock which the Selling Stockholder(s) may sell in the proposed sale shall be correspondingly reduced. If the Shareholder fails to notify the Company and Selling Stockholder(s) of its election to participate in the proposed sale within ten (the "Founder's Shares"10) in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder days after notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferredis given pursuant hereto, the identity of the proposed transferee, and the price and terms upon which he proposes Shareholder shall be deemed to make such transfer (the "Transfer Notice")have waived its rights under this Section 3. (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares Agreement to be purchased Bound by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants)Section 3. The resulting percentage shall then be multiplied by Principal Stockholders have executed Addendum A to this Agreement whereby the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with Principal Stockholders have agreed that the provisions of this Section 3 shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration binding upon each of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section them with respect to any subsequent transfer Common Stock now owned or hereafter acquired by each of such sharesthem.

Co-Sale Rights. (a) In To the event extent that Founder receives a bona fide offer from the Right of First Refusal under Section 4 is not exercised by the Company or any person Non-Selling Shareholder, the Selling Shareholder shall have the right to purchase sell any of Founder's Common Stock (the "Founder's Shares") , other than in a private transaction exempt from registration under Permitted Transfer, to a Proposed Transferee, the Securities Act, Founder Non-Selling Shareholder shall give Shareholder notice of his intention have the right to sell Founder's Sharesto the Proposed Transferee, describing as a condition to such sale by the Selling Shareholder, at the same price per share and on the same terms and conditions set forth in the Notice, a Pro Rata Portion of the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares sold to the transferee described in the Transfer Notice upon receipt Proposed Transferee.1 The “Pro Rata Portion” of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the coShares which a Non-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Selling Shareholder shall be determined based on entitled to sell to the Proposed Transferee shall be equal to the product obtained by multiplying (x) the aggregate number of Offered Shares the Selling Shareholder proposes to sell by (y) a fraction, the numerator of which is the number of Non-Selling Shareholder’s Shares held owned by such Non-Selling Shareholder that are subject to co-sale rights, divided by on the date of the Notice and the denominator of which is the sum as of the date of the Notice of (A) the total number of shares of common stock held Shares owned by all stockholders of the Company (including Selling Shareholder) holding similar co-sale rights plus , and (B) the total number of shares Non-Selling Shareholders’ Shares of common stock held by Founder those Non-Selling Shareholders that have exercised their Co-Sale rights under this Section 5 with respect to the proposed Transfer. (b) The Selling Shareholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 5 shall give to the Non-Selling Shareholder notice of such proposed sale (which shall include the same information required to be in the Notice more particularly described in Section 4(a)), and specifying the number of Offered Shares not purchased pursuant to Section 4. Such notice shall be given at least ten (10) business days prior to the date of the Transfer Notice proposed sale to the Proposed Transferee. The Non-Selling Shareholder wishing to so participate in any sale under this Section 5 shall notify the Selling Shareholder in writing of such intention no later than five (assuming conversion 5) business days before the expiration of all convertible securities and exercise of all options and warrantssuch period (including whether or not it desires to sell additional Shares if other Non-Selling Shareholder elect not to participate in such sale). The resulting percentage To the extent one of the Non-Selling Shareholders elects not to sell the full number of Shares it is entitled to sell pursuant to Section 5, each other Non-Selling Shareholder’s rights to sell shall then be multiplied increased pro rata based on the number of shares each Non-Selling Shareholder has elected to sell hereunder by the number of Shares proposed shares owned by all other Non-Selling Shareholders electing to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholdersell shares hereunder. (c) In The Selling Shareholder and the event Shareholder declines Non-Selling Shareholders, electing to exercise participate under this Section 5, shall sell to the co-sale right as allowed Proposed Transferee all the Shares proposed to be sold by this Section, Founder may, within 90 days after them at not less than the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on upon other terms no less and conditions, if any, not more favorable to the transferee(s) Proposed Transferee than specified those in the Transfer Notice. Founder's Shares transferred in accordance with Notice provided by the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionSelling Shareholder under subparagraph (b) above. (d) Any Each Non-Selling Shareholder who elects to participate in the sale pursuant to this Section 5 shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent that number of Founder's Shares without consideration which such Non-Selling Shareholder elects to a family member sell. (e) The stock certificate or certificates that the Non-Selling Shareholders deliver to the Selling Shareholder pursuant to Section 5(d) shall be transferred to the Proposed Transferee in consummation of Founder or a trust or custodian for the benefit sale of Founder or a family member of Founderthe Shares pursuant to the terms and conditions specified in the Notice required by Section 5(b), and transfers the Selling Shareholder shall concurrently therewith remit to such Non-Selling Shareholder that portion of the sale proceeds to which such Non-Selling Shareholder is entitled by reason of its participation in such sale. To the extent that any Proposed Transferee or other purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Non-Selling Shareholder exercising its rights of Co-Sale hereunder, the Selling Shareholder shall not sell to such Proposed Transferee or other purchasers any Shares unless and until, simultaneously with such sale, the Proposed Transferee shall purchase such shares or other securities from such Non-Selling Shareholder on the same terms and conditions specified in the Notice required by Section 5(b). (f) If any Shares are sold pursuant to this Section 5 to any purchaser who is not a pledge party to secure indebtednessthis Agreement, the purchaser of such Shares shall not execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Section, provided that Agreement as if he or she were a Shareholder. (g) The exercise or non-exercise of the transferee agrees in writing to be bound by rights of the provisions of Non-Selling Shareholders under this Section with respect 5 to any subsequent participate in the transfer of such sharesshares in one or more transfers made by a Selling Shareholder shall not adversely affect their rights to participate in subsequent transfers by a Selling Shareholder subject to this Section 5.

Co-Sale Rights. (aUpon the proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that the effectiveness of the Co-Sale Transaction be conditioned upon the right of such Stockholder(s) In the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of Person acquiring shares of common stock held by all stockholders Stock or other securities of the Company (including Shareholderthe "Co-Sale Purchaser") holding similar coall or any part of such Stockholder(s)' shares of Stock and other securities of the Company (a "Co-sale rights plus (BSale"), PROVIDED that such Stockholder(s) deliver(s) written notice to the Stockholder transferring shares of Stock or other Company securities to the Co-Sale Purchaser of such demand stating the number and kind of shares of common stock held by Founder at Stock and other securities it so wishes to sell within forty-five (45) days after having received notice from the date 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 Transfer Notice Company shall be equal to the per share price to be paid in the Co-Sale Transaction PROVIDED, HOWEVER, that any such Stockholder and/or Transferring Party may demand that proceeds from the 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 proceeds as if the proceeds were distributed pursuant to Section C.2.a. of Article IV of the Certificate and PROVIDED FURTHER that such Stockholders and/or Transferring Party who tenders securities which represent the right to purchase shares shall be entitled to receive as consideration therefor the value of such shares (assuming conversion determined on the basis of the terms and conditions applicable to the Co-Sale Transaction taking into account the reallocation of the purchase price as aforesaid) purchasable on the basis thereof less the exercise price, if any, of the applicable security. The closing of the Co-Sale shall take place concurrently with the sale by the Transferring Party to the Co-Sale Purchaser. 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 Transaction other than in connection with the purchase of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such sharesStockholder(s) tendered shares of Stock and other securities shall be an Event of Default under this Agreement.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right Except as set forth in this SectionSection 2.2 hereof, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rightsno Berkshire Stockholder may sell, divided by the sum of assign, pledge or otherwise transfer (A"Transfer") the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance any Berkshire Securities without first complying with the provisions of this Section 2.1. At least 30 days prior to any such Transfer, the transferring Berkshire Stockholder (the "Transferring Stockholder") shall no longer be subject deliver a written notice (the "Offer Notice") to the restrictions on Founder's Shares forth Company and to each of the Bank Stockholders holding Securities of, or Securities convertible into or exercisable for, the class, classes or series to be transferred. The Offer Notice will disclose in this Sectionreasonable detail the proposed number of Securities to be transferred, the class, classes or series of such Securities, the proposed price, terms and conditions of the Transfer and the identity of the transferee. After Each of the expiration Bank Stockholders holding Securities of, convertible into or exercisable for, the class or series to be transferred may elect to participate 5 -5- in the contemplated sale by delivering written notice to the Transferring Stockholder within 5 days after delivery of said 90-day period, Founder shall not transfer the Offer Notice. If any of Founder's Shares without again complying with this Section. the Bank Stockholders elects to participate in such sale (dthe "Participating Stockholders"), each of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale a number of Eligible Securities of such class or series equal to the product of (i) Any transfer the fraction, the numerator of Founder's Shares without consideration to which is the sum of the number of Eligible Securities of such class or series (on a family member fully-diluted basis) held by such Person plus the number of Founder Eligible Securities of such class or a trust series issuable upon the conversion or custodian for exercise of the benefit of Founder or a family member of FounderSecurities held by such Person, and transfers pursuant the denominator of which is the aggregate number of Eligible Securities of such class or series (on a fully-diluted basis) owned by (or issuable to, upon the conversion or exercise of Securities held by) the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of Eligible Securities of such class or series (on a fully-diluted basis) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a pledge sale of 100 shares of Common Stock by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Common Stock, and if one Participating Stockholder elects to secure indebtednessparticipate in such sale and such Participating Stockholder owns 200 shares of Common Stock (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares of Common Stock (300/500 x 100 shares) and such Participating Stockholder would be entitled to sell 40 shares of Common Stock (200/500 x 100 shares). Any Participating Stockholder holding Securities exercisable for Eligible Securities of the class or series to be transferred shall not be subject required to exercise such Securities to the provisions extent required to hold the number of this Section, provided that the transferee agrees in writing Eligible Securities to be bound transferred by such Participating Stockholder. The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated sale and will transfer its Eligible Securities to the prospective transferee(s) only if the prospective transferee(s) allows the participation of the Participating Stockholders on terms identical to those agreed to by the provisions of this Section with respect to any subsequent transfer of such sharesTransferring Stockholder.

Co-Sale Rights. (a) In If at any time any Stockholder or group of Stockholders acting in concert propose to Transfer Stockholder Shares representing 5.0% or more of the event that Founder receives a bona fide offer from any person to purchase any of Founder's then outstanding Common Stock in a transaction or series of related transactions to any Person (or group of Persons acting in concert) other than to their respective Affiliates or Permitted Family Transferees, as applicable, then at least ten (10) Business Days prior to the closing of such Transfer, the selling Stockholder(s) shall deliver a written notice (the "Founder's “Co-Sale Notice”) to each Co-Sale Participant offering such Co-Sale Participant the option to participate in such proposed Transfer by Transferring the Co-Sale/Drag Sale Percentage of Stockholder Shares (excluding, other than in connection with the Sale of the Company, Equity Incentive Shares") held by each such Co-Sale Participant. Such Co-Sale Notice shall specify in a private transaction exempt from registration under reasonable detail the Securities Actidentity of the prospective Transferee, Founder shall give Shareholder notice the terms and conditions of his intention to sell Founder's Shares, describing the Transfer and the class and amount of Founder's Stockholder Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer (the "Transfer Notice")Transferred. (b) Within fifteen Any Co-Sale Participant shall, within five (155) days after delivery Business Days of the Transfer receipt of a Co-Sale Notice, Shareholder may elect have the right to sell deliver written notice (each, a “Tag-Along Notice”) to the selling Stockholder(s) stating that such Co-Sale Participant wishes to participate in such proposed Transfer by Transferring a number of Stockholder Shares (excluding, other than in connection with the Sale of the Company, Equity Incentive Shares) up to Shareholder's pro rata share the Co-Sale/Drag Sale Percentage of Stockholder Shares (excluding, other than in connection with the Sale of the total number Company, Equity Incentive Shares) held by each such Co-Sale Participant. Such Co-Sale Participant shall propose to include only Stockholder Shares (excluding, other than in connection with the Sale of shares to be purchased the Company, Equity Incentive Shares) of the same class of Stockholder Shares being transferred by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrantsselling Stockholder(s). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In If no Co-Sale Participant gives the event Shareholder declines selling Stockholder(s) a timely Tag-Along Notice with respect to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to proposed in the transferee(sCo-Sale Notice, the selling Stockholder(s) than may thereafter Transfer the Stockholder Shares specified in the Transfer NoticeCo-Sale Notice on the terms and conditions set forth therein, subject to compliance with Section 2.1(c) hereof. Founder's If one or more Co-Sale Participants give the selling Stockholder(s) timely Tag-Along Notices, then the selling Stockholders shall use commercially reasonable efforts to cause the prospective Transferee(s) to agree to acquire all Stockholder Shares transferred identified in all Tag-Along Notices that are given to the selling Stockholder(s) in accordance with the provisions terms of this Section shall no longer be 2.4, upon the same terms and conditions as applicable to the selling Stockholder(s’) Stockholder Shares, subject to compliance with Section 2.1(c) hereof. If the restrictions on Founder's prospective Transferee(s) are unwilling or unable to acquire all Stockholder Shares forth proposed to be included in this Section. After such sale upon such terms, then the expiration selling Stockholders may elect either to cancel such proposed Transfer or to allocate the maximum number of said 90Stockholder Shares that each prospective Transferee is willing to purchase among the selling Stockholder(s) and the Co-day period, Founder shall Sale Participants giving timely Tag-Along Notices in proportion to each such Stockholders’ applicable Adjusted Percentage Ownership (excluding for the purposes of such calculation the Stockholder Shares held by Co-Sale Participants who have not transfer any of Founder's Shares without again complying with this Sectiontimely delivered a valid Tag-Along Notice). (d) Any transfer This Section 2.4 shall not apply to any sale of Founder's Stockholder Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge Public Offering, or pursuant to secure indebtednessSections 2.2(c), shall not be subject to the provisions of this Section2.5, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such sharesand 2.6.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from any person to purchase If any of Founder's Common Stock the Stockholders (the "Founder's SharesSelling Stockholders") in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice proposes to sell any portion of his intention to sell Founder's Shares, describing the amount of Founder's or its Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer or Future Shares (the "Transfer NoticeThird Party Sale"). ) to a third party (bthe "Third Party") Within fifteen (15) days after delivery who is not an affiliate or relative of the Transfer NoticeSelling Stockholder, Shareholder such Selling Stockholder shall first give written notice of the Third Party Sale to each other Stockholder, and each other Stockholder separately may elect to sell up a portion of the Shares or Future Shares then owned by such other Stockholder to Shareholder's the same Third Party on the same terms and conditions as the Selling Stockholder (the "Co-Sale Right'). The number of Shares or Future Shares owned by each other Stockholder which shall be entitled to the Co-Sale Right in any instance (the "Offered Shares") shall be determined by multiplying the total number of Shares or Future Shares subject to the Third Party Sale by a fraction: (i) the numerator of which shall be the number of Shares and Future Shares then owned by such other Stockholder, and (ii) the denominator of which shall be the sum of all Shares and Future Shares then owned by all Stockholders. The Offered Shares shall be rounded down to the nearest whole number of shares and the total number of Shares and Future Shares the Selling Stockholder may convey pursuant to such Third Party Sale shall be reduced by the number of Offered Shares. Each other Stockholder shall notify the Selling Stockholder within thirty (30) days of receipt of the notice of the Third Party Sale, whether such other Stockholder wishes to exercise its Co-Sale Right, and if such other Stockholder does not give such notice in a timely manner, such right shall expire with respect to such instance. Upon the consummation of a sale pursuant to a Third Party Sale each other Stockholder exercising its Co-Sale Right shall make available for transfer its Offered Shares and shall be entitled to receive its pro rata share of the total proceeds of such sale. The Co-Sale Right may be exercised any number of shares times but may not be transferred by a Stockholder under any circumstances. To the extent the Third Party refuses to be purchased by purchase the transferee described in Offered Shares, or any part thereof, from any Stockholder exercising its Co-Sale Right hereunder, the Transfer Notice by giving written notice thereof Selling Stockholder shall not sell to Founder such Third Party any Shares or Future Shares, unless and tendering to Founder a certificate representing until, simultaneously with such sale, the shares to be sold, properly endorsed for transfer, with written instructions to transfer Selling Stockholder shall purchase such refused Offered Shares from the shares other Stockholder(s) on the same terms and conditions as the Selling Stockholder sells its or his Shares or Future Shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by ShareholderThird Party. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In If a Transferring Stockholder proposes to sell or transfer greater than 50% of the event that Founder receives a bona fide offer from any person to purchase any of Founder's Common Stock Equivalents it holds to a third party that is not an Affiliate, such Transferring Stockholder shall give written notice (the "Founder's SharesNotice") in to the Company and the other Stockholders (the "Nontransferring Stockholders") at least 60 days prior to the closing of such sale or transfer. Any person to whom a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed sale or transfer is to be made must agree to subject the Stock to be transferred to the provisions of this Agreement, and the Notice must so state. The Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Stock to be sold or transferred, the identity nature of such sale or transfer, the proposed consideration to be paid, the name and address of each prospective purchaser or transferee, and shall include a copy of any purchase agreement or similar document entered into or to be entered into. If the price and terms upon proposed transfer involves receipt of consideration other than cash, the Notice shall include an appraisal of the fair market value of the consideration to be received by an appraiser approved in writing by the Company's Board of Directors, which he proposes to make such transfer (the "Transfer Notice")approval shall not be unreasonably withheld. (b) Within fifteen (15) Each Existing Stockholder shall have the right, exercisable upon written notice to the Transferring Stockholder within 25 days after delivery such Transferring Stockholder gave Notice pursuant to Section 3(a), to participate in such sale or transfer of Stock on the same terms and conditions as those offered to a Transferring Stockholder. To the extent that one or more of the Transfer NoticeExisting Stockholders exercises such right of participation in accordance with the terms and conditions set forth below, Shareholder the number of shares of Stock that a Transferring Stockholder may elect sell or transfer in the transaction shall be correspondingly reduced. Existing Stockholders who exercise their right to participate in a sale or transfer pursuant to this Section 3 are referred to herein as "Participants." (c) Each Participant may sell up or transfer all or any part of that number of shares of Common Stock Equivalents equal to Shareholder's pro rata share the product obtained by multiplying (i) the aggregate number of shares of Common Stock Equivalents indicated in the Notice by (ii) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participant at the date of the Notice and the denominator of which is the total number of shares to be purchased Common Stock Equivalents owned by the transferee described Stockholders at the date of the Notice. (d) Each Participant shall effect such Participant's participation in the Transfer Notice sale or transfer by giving written notice thereof promptly delivering to Founder and tendering the Transferring Stockholder for transfer to Founder a certificate representing the shares to be soldprospective purchaser or transferee one or more certificates, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of which represent: (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (Bi) the number of shares of common stock held by Founder at the date of the Transfer Notice Common Stock which such Participant elects to sell or transfer; or (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then be multiplied by ii) the number of Shares proposed shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Participant elects to be purchased by sell or transfer; provided, however, that if the prospective purchaser or transferee objects to determine 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 above. The Company agrees to make any such conversion concurrent with the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such sharesshares to the purchaser or transferee.

Co-Sale Rights. (a) In Upon the event proposed occurrence of a Co-Sale Transaction, any one or more of the Stockholders may demand that Founder receives a bona fide offer from any person the effectiveness of the Co-Sale Transaction be conditioned upon the right of each such Stockholder to purchase any of Founder's Common Stock sell to the Person acquiring Shares in the Co-Sale Transaction (the "Founder's Shares"“Co-Sale Purchaser”) all or any part of such Stockholder’s Shares (a D-5 “Co-Sale”), provided that such Stockholder (an “Electing Co-Sale Stockholder”) delivers written notice to the Stockholders transferring Shares in a private transaction exempt from registration under the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, and the price and terms upon which he proposes to make such transfer Co-Sale Transaction (the "Transfer Notice"). (b“Transferring Co-Sale Stockholders”) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt Co-Sale Purchaser of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on demand stating the number of Shares held by Shareholder he so wishes to sell within forty-five (45) days after having received notice from the Transferring Co-Sale Stockholders that are subject a proposed sale of Shares would constitute a Co-Sale Transaction. The price for such Stockholders’ Shares shall be equal to cothe per Share price to be paid in the Co-sale rightsSale Transaction; provided, divided however, that the proceeds from the Co-Sale Transaction shall be reallocated among such Electing Co-Sale Stockholders and the Transferring Co-Sale Stockholders such that such Electing Co-Sale Stockholders and the Transferring Stockholders shall be entitled to receive such portion of the proceeds as if the proceeds had been distributed by the sum of (A) Company in complete liquidation pursuant to the total number of shares of common stock held by all stockholders rights and preferences set forth in the Charter of the Company as in effect immediately prior to the entry into the first agreement entered into in connection with, and prior to, such Co-Sale Transaction (including Shareholder) holding similar co-sale rights plus (B) the number giving effect to applicable orders of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrantspriority). The resulting percentage closing of the Co-Sale shall then be multiplied take place concurrently with the sale by the number of Shares proposed Transferring Co-Sale Stockholders to be purchased by the transferee Co-Sale Purchaser. If the Co-Sale Purchaser is unwilling or unable to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or purchase all of Founder's the Shares which were such Stockholders desire to sell, neither the subject of Company nor any Stockholders shall enter into the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90Co-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionSale Transaction. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions of this Section with respect to any subsequent transfer of such shares.

Co-Sale Rights. (a) In Except as hereinafter provided in paragraph 4 of this Agreement, each Shareholder hereby agrees, for the event that Founder receives a bona fide offer from any person term of this Agreement, not to purchase sell for value any of Founder's Common Stock (the "Founder's Shares") Shares beneficially owned by such Shareholder without permitting the Purchaser to participate as seller in a private such transaction exempt from registration under such that the Securities Act, Founder Purchaser shall give Shareholder notice of his intention be entitled to sell Founder's Shares, describing the an amount of Founder's Shares proposed in connection with such transaction equal to be transferredthe product of (A) a fraction, the identity numerator of which is the proposed transferee, number of Shares then held by the Purchaser and the price and terms upon denominator of which he proposes to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of is the total number of shares to be purchased Shares then held by the transferee described in selling Shareholder or Shareholders and the Transfer Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be soldPurchaser, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus times (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants). The resulting percentage shall then Shares to be multiplied sold by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by ShareholderShareholder or Shareholders. (cb) In Before accomplishing or entering into a binding contract for any sale for value of Shares that would be covered by the event Shareholder declines to exercise the right of co-sale granted by paragraph 2(a) of this Agreement, each Shareholder hereby agrees to give the Purchaser prompt written notice of any such proposed sale (a "Sale Proposal"), stating the terms and conditions of such Sale Proposal in sufficient detail to allow the Purchaser to exercise its right of co-sale. The Purchaser hereby agrees to notify the selling Shareholder or Shareholders within 10 days of receipt of such notice as allowed to whether it wishes to exercise its right of co-sale and participate in such Sale Proposal, and thereafter all negotiations leading to the consummation of such Sale Proposal shall be conducted under the joint control of the selling Shareholder of Shareholders and the Purchaser. Failure by this Sectionthe Purchaser to respond within such 10-day period shall be deemed to be a declination of the Purchaser's right of co-sale with respect to such Sale Proposal, Founder may, provided that (i) such Sale Proposal is fully closed and consummated within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred in accordance with the provisions of this Section shall no longer be subject to the restrictions on Founder's Shares forth in this Section. After the expiration of said 90such 10-day period, Founder shall not transfer any period and (ii) the terms of Founder's Shares without again complying with this Section. (dthe actual transaction are in all material respects the same as those set forth in the notice given by the Shareholder(s) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject to the provisions Purchaser hereunder. Failure to meet either of this Sectionthe foregoing conditions shall again subject the Shares covered by such Sale Proposal to the Purchaser's right of co-sale, provided that each Shareholder shall be required to give the transferee agrees in writing to be bound by the provisions of this Section Purchaser a new written notice with respect to any subsequent transfer such Sale Proposal, and the Purchaser shall again have the right to participate in such Sale Proposal if it notifies the Shareholder(s) thereof within 10 days of receipt of such sharesnew notice.

Co-Sale Rights. If Heritage determines to transfer, ------------ -------------- including without limitation any transfer pursuant to a merger, consolidation or other business combination of the Company or any subsidiary with another person or entity (aexcept pursuant to a Public Offering), all or a portion of the Common Stock held by it (any such transfer being referred to herein as a "Heritage -------- Transfer Event"), Heritage shall give prior notice thereof (the "Transfer Event -------------- -------------- Notice") to the other Qualified Stockholders, indicating the overall value of ------ the Company implied by the transfer, the Securities to be transferred and the value of such Securities in the proposed transfer, which value will be determined by taking the overall Company value stated in the notice and allocating that value among the Company's outstanding Securities in accordance with the liquidation provisions of the Certificate of Incorporation. Each other Qualified Stockholder shall have the right, by giving notice thereof to Heritage within 20 days after receipt of the Transfer Event Notice, to include in such transfer the same proportion of its holdings of each class of Securities as Heritage transfers of its holdings of Common Stock in such transaction; provided, that each holder of Preferred Stock shall be entitled to include all of such holder's shares of Preferred Stock in any such transfer that constitutes a Trigger Event. Except as provided below, Heritage will not transfer any Securities in a transaction covered by this Section 5.01 unless the transferee also acquires any Securities requested by the other Qualified Stockholders pursuant to the preceding sentence to be included in such transfer, at the applicable values determined in accordance with the preceding paragraph (except as provided in Section 5.04 below) and terms specified in the Transfer Event Notice and in the same form of consideration received by Heritage, and as to which the other Qualified Stockholders comply with the following paragraph. In the event that Founder receives a bona fide offer from more Securities are requested to be included in any person transfer under this Section 5.01 than the transferee is willing to purchase any of Founder's Common Stock (the "Founder's Shares") in a private transaction exempt from registration under purchase, the Securities Act, Founder shall give Shareholder notice of his intention to sell Founder's Shares, describing the amount of Founder's Shares proposed to be transferred, the identity of the proposed transferee, transferred by Heritage and the price and terms upon which he proposes other Qualified Stockholders to make such transfer (the "Transfer Notice"). (b) Within fifteen (15) days after delivery of the Transfer Notice, Shareholder may elect to sell up to Shareholder's transferee shall be reduced pro rata share of the total number of shares to be purchased by the transferee described in the Transfer Notice by giving written notice thereof to Founder among Heritage and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined other Qualified Stockholders based on the number of Shares held by Shareholder that are Securities requested to be included in such transfer (and subject to co-sale rights, divided by the sum prior rights of (A) the total number holders of Preferred Stock to transfer their shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) the number of shares of common stock held by Founder at the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrantsin a Trigger Event). The resulting percentage Heritage shall then be multiplied by the number of Shares proposed to be purchased by the transferee to determine the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right as allowed by this Section, Founder may, within 90 have 150 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject close of the Transfer Notice at a price and on terms no less favorable 20-day period specified above to transfer the transferee(s) than specified Securities described in the Transfer NoticeEvent Notice at the price (except as provided in Section 5.04 below) and on the terms specified therein, together with any additional Securities to be included in such transfer pursuant to the preceding paragraph. Founder's Shares Any Qualified Stockholder whose Securities are being transferred pursuant hereto, in accordance with order to be entitled to have such Securities transferred, shall deliver on no less than five business days notice from Heritage, at the provisions time and place specified by Heritage, certificates representing the Securities to be transferred, duly endorsed for transfer to the transferee designated by Heritage, free and clear of all liens, restrictions, claims and encumbrances, except as provided in this Agreement and under applicable securities laws. Notwithstanding the foregoing, (a) this Section shall no longer be subject not apply to the restrictions on Founder's Shares forth in transfers by Heritage to its partners which are required by its Agreement of Limited Partnership, as amended, if such partners become parties to this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this Section. (d) Any transfer of Founder's Shares without consideration to a family member of Founder or a trust or custodian for the benefit of Founder or a family member of FounderAgreement, and transfers pursuant to a pledge to secure indebtedness, shall not (b) no shares of Series B Common Stock may be subject to the provisions of this Section, provided that the transferee agrees included in writing to be bound any transfer covered by the provisions of this Section with respect to any subsequent unless the transfer of such sharesconstitutes a Trigger Event.

Co-Sale Rights. (a) In the event that Founder receives a bona fide offer from Prior to any person to purchase proposed sale of any shares of Founder's Common Stock (or securities convertible, exchangeable or exercisable into Common Stock) (a “Transfer”) by DARR Westwood LLC, a Delaware limited liability company (the "Founder's Shares") in a private transaction exempt from registration under “Controlling Stockholder”), or any of its Affiliates, including Xxxxxx X. Xxxxx, the Securities Act, Founder Controlling Stockholder shall give Shareholder notice (the “Transfer Notice”) to the Company and the Investors in accordance with Section 14 hereof, setting forth (i) the number and class of his intention to sell Founder's Shares, describing the amount of Founder's Shares equity securities proposed to be transferredTransferred by the Controlling Stockholder or such Affiliate (the “Offered Securities”), (ii) the identity anticipated date of the proposed transfereeTransfer and the names and addresses of the proposed transferees (each a “Prospective Transferee”), and (iii) the price and material terms upon which he proposes of the proposed Transfer, including the cash and/or other consideration to make be received in respect of such transfer (the "Transfer Notice")proposed Transfer. (b) Within fifteen Upon receipt of a Transfer Notice, each Investor may elect to participate in the proposed Transfer by delivering written notice (15the “Co-Sale Notice”) to the Controlling Stockholder within 20 days after delivery of the such Transfer Notice, Shareholder may elect to sell up to Shareholder's pro rata share of the total number of shares to be purchased by the transferee described in the Transfer . The Co-Sale Notice by giving written notice thereof to Founder and tendering to Founder a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Transfer Notice upon receipt of payment for such shares from such transferee for the benefit of Shareholder. Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from Shareholder to Shareholder. For the purpose of the co-sale right set forth in this Section, the pro rata share of Shareholder shall be determined based on the number of Shares held by Shareholder that are subject to co-sale rights, divided by the sum of (A) the total number of shares of common stock held by all stockholders of the Company (including Shareholder) holding similar co-sale rights plus (B) state the number of shares of common stock held by Founder at Common Stock (or securities convertible, exchangeable or exercisable into Common Stock) that such Investor proposes to include in the date of the Transfer Notice (assuming conversion of all convertible securities and exercise of all options and warrants)proposed sale. The resulting percentage If any Investor delivers a Co-Sale Notice, it shall then be multiplied by the obligated to sell that number of Shares proposed to be purchased by shares of Common Stock (or securities convertible, exchangeable or exercisable into Common Stock) specified in the transferee to determine Co-Sale Notice upon the actual number of Shares eligible for sale by Shareholder. (c) In the event Shareholder declines to exercise the co-sale right same terms as allowed by this Section, Founder may, within 90 days after the date on which Shareholder's co-sale rights lapsed, transfer some or all of Founder's Shares which were the subject of the Transfer Notice at a price and on terms no less favorable to the transferee(s) than specified in the Transfer Notice. Founder's Shares transferred If no Co-Sale Notice is received during the 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 (or securities convertible, exchangeable or exercisable into Common Stock) on terms and conditions no more favorable to the Controlling Stockholder or such Affiliate than those stated in accordance with the provisions Transfer Notice. The Investors and Controlling Stockholder or the Controlling Stockholder’s Affiliate, as the case may be, will be entitled to sell in the 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 Investors 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 use its reasonable best efforts to obtain the agreement of the Prospective Transferee(s) to the participation of Investors 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 participation of the Investors on the terms specified herein. (c) Notwithstanding anything to the contrary contained herein, this Section 11 shall not apply to any 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 shall no longer be subject to 11 as if it were the restrictions on Founder's Shares forth in this Section. After the expiration of said 90-day period, Founder shall not transfer any of Founder's Shares without again complying with this SectionControlling Stockholder. (d) Any In the event Controlling Stockholder or its Affiliates desires to sell, divest, hypothecate or otherwise transfer any entity considered to be an Affiliate of Founder's Shares without consideration to the Controlling Stockholder or such 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 family member condition of Founder or a trust or custodian for such Affiliate Sale, require that the benefit of Founder or a family member of Founder, and transfers pursuant to a pledge to secure indebtedness, shall not be subject acquirer in such Affiliate Sale agree to the provisions of this Section, provided that the transferee agrees in writing to be bound by the provisions restrictions and obligations of this Section 11 as if it were the Controlling Stockholder. (e) The co-sale rights and obligations set forth in this Section 11 shall terminate at such time that (i) the Company Liabilities (as defined in the Loan Agreement) have been irrevocably paid in full and discharged; and (ii) with respect to any subsequent transfer an Investor (with each Investor being treated separately), such Investor holds less than one and one-half percent (1.5%) of the outstanding Equity Securities (assuming such sharesInvestor’s Warrant has been exercised) of the Company.