Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. (a) If at any time prior to the Restrictions Termination Date a Shareholder proposes to effect a Disposition of any or all of the Shares owned by such Shareholder to a third party (such transferee for purposes of this Section 2.4 is referred to as the "Transferee") other than a transaction described in paragraphs(a), (c) and (d) of the definition "Permitted Disposition," and such Shareholder shall have complied with the provisions of Section 2.2 hereof (for the purposes of this Section 2.4, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Shareholder shall require the Transferee, as a condition precedent to the consummation of the sale or disposition of the Transfer Shares of such Shareholder to the Transferee, to offer to acquire from Investor on the same terms as the proposed sale or disposition from Shareholder a number of Common Stock Equivalents equal to the product of (i) the number of Common Stock Equivalents owned of record by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares such Shareholder proposes to sell or otherwise dispose of to the Transferee, and the denominator of which is the total number of Common Stock Equivalents owned beneficially and of record by such Shareholder and Investor (for the purposes of this Section 2.4, such number of Common Stock Equivalents is hereinafter referred to as the "Allocation Shares"). (b) Such Shareholder shall give written notice (for the purposes of this Section 2.4, the "Co-Sale Notice") to Investor which shall describe fully the terms of the proposed sale or disposition, the number of Transfer Shares to be sold or otherwise disposed of, and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the Company, as applicable, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall be signed by such Shareholder and by the Transferee or the Company, as applicable, and shall be an irrevocable offer, open for fifteen (15) days after receipt, to Investor to acquire, as provided above, all Allocation Shares. Investor shall have fifteen (15) days after receipt of the Co-Sale Notice to accept such offer as to all or a portion of the Allocation Shares and notify the Transferee and such Shareholder in writing of the number of Allocation Shares, if any, Investor wishes to sell to the Transferee. Such Shareholder may not consummate the proposed sale or disposition to the Transferee unless (x) the sale of Allocation Shares pursuant to the co-sale right of Investor (but only if an Investor timely accepts the offer of such Shareholder and the Transferee) is consummated; (y) an Investor waives the right of co-sale as to all or part of the Allocation Shares; or (z) the irrevocable offer expires without acceptance by an Investor after the fifteen (15) day period.

Co-Sale Rights. (a) If at any time prior The Series A Shareholders, the Series B Shareholders and the Series C Shareholders may elect to participate in the Restrictions Termination Date transaction contemplated by Section 6(d) with respect to a Shareholder proposes to effect a Disposition Transfer of any or all of the Shares Offered Securities owned by such Shareholder to any holder of Series A1 Preferred Stock or any shares of Capital Stock owned, directly or indirectly, by Xxxx (the “Co-Sale Securities”), except for a third party (such transferee for Permissible Transfer. For purposes of this Section 2.4 is 7, Xxxx and any holder of Series A1 Stock who has delivered an Offer Notice shall be referred to as the "Transferee"“Co-Sale Seller.” (b) other than a transaction Upon receipt of the Offer Notice described in paragraphs(a)Section 6 above with respect to an offer to sell Co-Sale Securities, (c) each Series A Shareholder, each Series B Shareholder and (d) of the definition "Permitted Disposition," and such each Series C Shareholder shall have complied with the provisions of Section 2.2 hereof right and option during the twenty (for the purposes of this Section 2.4, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Shareholder shall require the Transferee, as a condition precedent to the consummation 20) Business Day period following receipt of the sale or disposition of Offer Notice to elect to sell, at the Transfer Shares of such Shareholder to the Transferee, to offer to acquire from Investor price and on the same terms as and conditions stated in the proposed sale or disposition from Shareholder Offer Notice, a number of Common shares of Series A Stock, Series B Stock Equivalents or Series C Stock, as applicable, equal to the product of obtained by multiplying (i) the number of Common Stock Equivalents owned of record Co-Sale Securities subject to the Offer Notice (calculated on an as converted basis), by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares shares of Series A Stock held by such Series A Shareholder proposes to sell (calculated on an as converted basis), the number of shares of Series B Stock held by such Series B Shareholder (calculated on an as converted basis), or otherwise dispose the number of to the Transfereeshares of Series C Stock held by such Series C Shareholder (calculated on an as converted basis), as applicable, and the denominator of which is the sum of the total number of Common shares of Capital Stock Equivalents of the Company at that time owned beneficially and of record by such Series A Shareholder, Series B Shareholder and Investor (for the purposes of this Section 2.4, such number of Common Stock Equivalents is hereinafter referred to as the "Allocation Shares"). (b) Such Shareholder shall give written notice (for the purposes of this Section 2.4, the "Co-Sale Notice") to Investor which shall describe fully the terms of the proposed sale or disposition, the number of Transfer Shares to be sold or otherwise disposed of, and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the CompanySeries C Shareholder, as applicable, and all other holders of Preferred Stock (including the proposed closing date of the purchase and sale. The Co-Sale Notice Seller and calculated on an as converted basis) electing to sell. (c) Any such election shall be signed made by such written notice (a “Co-Sale Acceptance”) to the Co-Sale Seller within twenty (20) Business Days following delivery of the Offer Notice. Thereupon, the Co-Sale Seller shall not sell any of the subject Co-Sale Securities until each Series A Shareholder, Series B Shareholder and by Series C Shareholder who has timely delivered a Co-Sale Acceptance shall have been afforded the Transferee opportunity to sell its pro rata share (calculated pursuant to paragraph (b) above) of its shares of Series A Stock, Series B Stock or the CompanySeries C Stock, as applicable, in respect of which such Co-Sale Acceptance shall have been delivered, at the price and on the same terms and conditions as set forth in the Offer Notice to the same purchaser as identified by the Co-Sale Seller. To the extent one or more holders of Series A Stock, Series B Stock or Series C Stock exercise their right of participation in accordance with the terms and conditions set forth in this Section 7, the number of Co-Sale Securities that the Co-Sale Seller may sell hereby shall be an irrevocable offercorrespondingly reduced. If any of the holders of Series A Stock, open for fifteen (15Series B Stock or Series C Stock do not provide a Co-Sale Acceptance pursuant to this Section 7(c) days after receipt, to Investor to acquire, as provided above, all Allocation Shares. Investor shall have fifteen (15) days after receipt in respect of their pro rata share of the Co-Sale Notice to accept such offer as to all or Securities, the Co-Sale Seller may proceed with a portion sale of the Allocation Shares and notify the Transferee and such Shareholder in writing Co-Sale Securities within ninety (90) Business Days of the number of Allocation SharesOffer Notice, if anypursuant to Section 6(d). Any Series A Stock, Investor wishes to sell to the Transferee. Such Shareholder may Series B Stock or Series C Stock not consummate the proposed sale or disposition to the Transferee unless (x) the sale of Allocation Shares sold pursuant to the co-sale right provisions of Investor this Section 7 shall again be subject to the restrictions contained in this Agreement and shall not thereafter be Transferred, except in compliance with the applicable provisions of this Agreement. (but only if an Investor timely accepts d) All fees, costs and expenses incurred in connection with a Transfer under this Section 7 in which a Series A Shareholder, Series B Shareholder or Series C Shareholder participates shall be borne ratably by those sellers participating in such sale, provided that each seller shall be responsible for the offer fees and disbursements of its own legal counsel in connection with such Shareholder and the Transferee) is consummated; (y) an Investor waives the right of co-sale as to all or part of the Allocation Shares; or (z) the irrevocable offer expires without acceptance by an Investor after the fifteen (15) day periodsale.

Co-Sale Rights. Upon the occurrence of a Co-Sale Event (a) If at and after any time prior exercise by other Stockholders and the Company of First Offer rights under Section 3.3), the Stockholder proposing to the Restrictions Termination Date a Shareholder proposes to effect a Disposition of any or all of the Transfer Shares owned by such Shareholder to a third party Third Party (such transferee for purposes of this Section 2.4 is referred to as the "TransfereeTransferring Stockholder") other than shall, at least twenty (20) days before such Transfer, deliver a transaction described in paragraphs(a), notice (c) and (d) of the definition "Permitted Disposition," and such Shareholder shall have complied with the provisions of Section 2.2 hereof (for the purposes of this Section 2.4, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Shareholder shall require the Transferee, as a condition precedent to the consummation of the sale or disposition of the Transfer Shares of such Shareholder to the Transferee, to offer to acquire from Investor on the same terms as the proposed sale or disposition from Shareholder a number of Common Stock Equivalents equal to the product of (i) the number of Common Stock Equivalents owned of record by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares such Shareholder proposes to sell or otherwise dispose of to the Transferee, and the denominator of which is the total number of Common Stock Equivalents owned beneficially and of record by such Shareholder and Investor (for the purposes of this Section 2.4, such number of Common Stock Equivalents is hereinafter referred to as the "Allocation Shares"). (b) Such Shareholder shall give written notice (for the purposes of this Section 2.4, the "Co-Sale Notice") to Investor which shall describe fully the holders of Series A Preferred Stock and Common Stock issued upon the conversion of Series A Preferred Stock (the "Other Stockholders") specifying the identity of the Third Party and disclosing in reasonable detail the terms and conditions of the proposed sale or disposition, the number Transfer. The existence of Transfer Shares to a Co-Sale Event shall be sold or otherwise disposed of, determined (and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the Company, as applicable, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall be signed by such Shareholder and deliverable) only after the exercise of First Offer rights by the Transferee or the Company, as applicable, Company and shall be an irrevocable offer, open for fifteen Other Stockholders under Section 3.3. Within twenty (1520) days after receipt, to Investor to acquire, as provided above, all Allocation Shares. Investor shall have fifteen (15) days after receipt delivery of the Sale Notice, each Other Stockholder may elect to participate in the proposed Transfer by delivering to the Transferring Stockholder a notice specifying the shares of Common Stock with respect to which such Other Stockholder elects to exercise its right under this Section 3.5. Each participating Other Stockholder shall be entitled to Transfer at a price and on the terms otherwise applicable to the Transfer by the Transferring Stockholders, up to a number of Shares equal to such Other Shareholder's Proportionate Amount of the aggregate number of Shares of Common Stock subject to the Transfer, assuming in each case the conversion or exchange of all securities by their terms are then convertible into or exchangeable for Shares and the exercise of all then-exercisable options, warrants, or other instruments of the Company representing the right to acquire Shares of Common Stock or such convertible or exchangeable securities; provided, however, any Transfer of Common Shares by a Common Shareholder to members of such Common Shareholder's Group for estate planning purposes shall be deemed not to be a Co-Sale Notice to accept such offer as to all or a portion of the Allocation Shares and notify the Transferee and such Shareholder in writing of the number of Allocation Shares, if any, Investor wishes to sell to the Transferee. Such Shareholder may not consummate the proposed sale or disposition to the Transferee unless (x) the sale of Allocation Shares pursuant to the co-sale right of Investor (but only if an Investor timely accepts the offer of such Shareholder and the Transferee) is consummated; (y) an Investor waives the right of co-sale as to all or part of the Allocation Shares; or (z) the irrevocable offer expires without acceptance by an Investor after the fifteen (15) day periodEvent.

Co-Sale Rights. (a) If at any time prior to In the Restrictions Termination Date a Shareholder proposes to effect a Disposition event of any proposed Transfer of shares of Common Stock by RDLT (x) in connection with a Transfer of twenty-five percent (25%) or all more of the Shares owned by such Shareholder Company’s outstanding shares of Common Stock to a third party single holder or a group (such transferee for purposes within the meaning of this Section 2.4 is referred to as Rule 13d-3 of the "Transferee") other than a transaction described in paragraphs(aExchange Act), including, but not limited to, a Change in Control, or (cy) to one or more Competitors, if (i) the Company was entitled to exercise but elected not to exercise its right of first offer as to any Offered Securities proposed to be sold by RDLT in the Transfer Notice, (ii) at the time of the proposed Transfer, the Earnout Class A Shares have been issued in accordance with the Merger Agreement, and (diii) RDLT and his Affiliates Beneficially Own at least ten percent (10%) of the definition "Permitted Disposition," and such Shareholder Company’s outstanding shares of Common Stock, then the Company shall have complied with the provisions of Section 2.2 hereof (for the purposes of this Section 2.4right to participate in such proposed Transfer, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Shareholder shall require the Transferee, as a condition precedent to the consummation of the sale or disposition of the Transfer Shares of such Shareholder to the Transferee, to offer to acquire from Investor prospective transferee on the same terms and conditions as specified in the proposed sale Transfer Notice by notifying RDLT in writing within three (3) Business Days upon the expiration of the Company Option Period; provided that the Company shall not 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, (ii) to make any representations or disposition from Shareholder a warranties concerning the business or assets of the Company, or (iii) enter into any non-competition or non-solicitation covenant or agreement. (b) The maximum number of shares of Common Stock Equivalents that the Company may elect to sell shall be equal to the product of (i) the aggregate number of Common Stock Equivalents owned of record the Offered Securities subject to the co-sale right herein, multiplied by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the sum of the total number of Transfer Shares such Shareholder proposes to sell or otherwise dispose shares of to the Transferee, Common Stock not held by RDLT (determined on a fully-diluted and an as-converted basis) and (b) the denominator of which is sum of the total number of Common Stock Equivalents owned beneficially and of record by such Shareholder and Investor (for the purposes of this Section 2.4, such number shares of Common Stock Equivalents outstanding (determined on a fully-diluted and an as-converted basis), in each case calculated as of the date on which such Transfer Notice is hereinafter referred delivered to as the "Allocation Shares")Company. (bc) Such Shareholder The Company shall give written notice (effect its participation in the sale by promptly delivering to RDLT for Transfer to the purposes prospective transferee, before the applicable closing, an instrument of this Section 2.4, the "Co-Sale Notice") to Investor which shall describe fully the terms of the proposed sale or disposition, the number of Transfer Shares to be sold or otherwise disposed of, and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the Company, as applicable, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall be signed by such Shareholder and by the Transferee or the Company, as applicable, and shall be an irrevocable offer, open for fifteen (15) days after receipt, to Investor to acquire, as provided above, all Allocation Shares. Investor shall have fifteen (15) days after receipt of the Co-Sale Notice to accept such offer as to all or a portion of the Allocation Shares and notify the Transferee and such Shareholder transfer in writing respect of the number of Allocation Sharesshares of Common Stock that the Company elects to sell duly executed by or on behalf of the Company. The Company shall update its register of stockholders upon consummation of such Transfer to record the Transfer of such shares of Common Stock to the transferee. (d) The shares of Common Stock that the Company elects to sell by way of participation in such sale 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, if anyand RDLT shall concurrently therewith remit, Investor wishes or shall procure the prospective transferee concurrently therewith remit to the Company that portion of the sale proceeds to which such the Company is entitled by reason of its participation in such sale. (e) To the extent that any prospective purchaser does not agree to the participation by the Company in a proposed Transfer or otherwise refuses to purchase the shares of Common Stock from the Company, RDLT shall not sell to such prospective purchaser any Offered Securities unless and until, simultaneously with such sale, RDLT shall purchase from the Company such shares of Common Stock that the Company would otherwise be entitled to sell to the Transferee. Such Shareholder prospective purchaser pursuant to its co-sale rights under this Section 4.2 for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) RDLT may not consummate the proposed sale or disposition to Transfer of any Offered Securities that remain after the Transferee unless (x) exercise of the sale right of Allocation Shares pursuant to first offer by the Company and the co-sale right by the Company pursuant to Section 4.1 or Section 4.2 to a Person who is not an Affiliate of Investor the Sxxxxxx Parties or MPT, no later than sixty (but only if an Investor timely accepts 60) days following delivery to the offer Company of the Transfer Notice, which shall be on the terms and conditions no more favorable to the prospective transferee than those described in the Transfer Notice. 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 the Transfer Notice, as well as any proposed transfer of any shares of Common Stock by RDLT after such Shareholder and sixty (60) day period following delivery to the Transferee) is consummated; (y) an Investor waives Company of the Transfer Notice, shall again be subject to the right of first offer by the Company and the co-sale as to all or part of right by the Allocation Shares; or (z) Company, and shall require compliance by RDLT with the irrevocable offer expires without acceptance by an Investor after the fifteen (15) day periodprocedures described in Section 4.1 and 4.2.

Co-Sale Rights. (a) If at any time prior to the Restrictions Termination Date a Majority Shareholder proposes to effect a Disposition of sell any or all of the Ordinary Shares owned by such Shareholder ("Co-Sale Shares") to a third party or affiliated group (the "Transferee"), the Majority Shareholder shall first give reasonable notice in reasonable detail to the Investor in sufficient time to allow Investor to exercise its rights to convert the Convertible Debenture into, or to exercise its right under the Warrant to purchase, Ordinary Shares of the Company and to participate in the sale on the same terms and conditions as the Majority Shareholder. To the extent any prospective purchaser or purchasers refuses to purchase shares or other securities from the Investor exercising its rights of co-sale hereunder, the Majority Shareholder shall not sell to such prospective purchaser or purchasers any Co-Sale Shares unless and until, simultaneously with such sale, the Majority Shareholder shall purchase the offered shares or other securities from the Investor. Notwithstanding the foregoing, the provisions of this Section 3.6 shall not apply to (i) any pledge of Co-Sale Shares made pursuant to a bona fide loan transaction that creates a mere security interest; or (ii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons of the Majority Shareholder; provided that (A) the Majority Shareholder shall inform the Investor of such pledgee or transfer prior to effecting it and (B) the pledgee or transferee shall furnish the Investor with a written agreement to be bound by and comply with all provisions of this Section 3.6. Such transferred Co-Sale Shares will remain "Co-Sale Shares" hereunder, and such pledgee or transferee shall be treated as the "Majority Shareholder" for purposes of this Section 2.4 is referred to as the "Transferee") other than a transaction described in paragraphs(a), (c) and (d) of the definition "Permitted Disposition," and such Shareholder shall have complied with the provisions of Section 2.2 hereof (for the purposes of this Section 2.4, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Shareholder shall require the Transferee, as a condition precedent to the consummation of the sale or disposition of the Transfer Shares of such Shareholder to the Transferee, to offer to acquire from Investor on the same terms as the proposed sale or disposition from Shareholder a number of Common Stock Equivalents equal to the product of (i) the number of Common Stock Equivalents owned of record by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares such Shareholder proposes to sell or otherwise dispose of to the Transferee, and the denominator of which is the total number of Common Stock Equivalents owned beneficially and of record by such Shareholder and Investor (for the purposes of this Section 2.4, such number of Common Stock Equivalents is hereinafter referred to as the "Allocation Shares")Agreement. (b) Such Shareholder shall give written notice (for Notwithstanding the purposes of this Section 2.4foregoing, the "Co-Sale Notice"provisions of Section 3.6(a) shall not apply to Investor which shall describe fully the terms of the proposed sale or disposition, the number of Transfer Shares to be sold or otherwise disposed of, and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the Company, as applicable, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall be signed by such Shareholder and by the Transferee or the Company, as applicable, and shall be an irrevocable offer, open for fifteen (15) days after receipt, to Investor to acquire, as provided above, all Allocation Shares. Investor shall have fifteen (15) days after receipt of the Co-Sale Notice to accept such offer as to all or a portion of the Allocation Shares and notify the Transferee and such Shareholder in writing of the number of Allocation Shares, if any, Investor wishes to sell to the Transferee. Such Shareholder may not consummate the proposed sale or disposition to the Transferee unless (xi) the sale of Allocation any Co-Sale Shares to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, or any sale to the Company, or (ii) any sale of any Co-Sale Shares pursuant to Rule 144 with the co-sale right of Investor (but only if an Investor timely accepts the offer of such Shareholder and the Transferee) is consummated; (y) an Investor waives the right of co-sale as to all or part prior written consent of the Allocation Shares; Investor, which consent shall not be unreasonably withheld or (z) the irrevocable offer expires without acceptance by an Investor after the fifteen (15) day perioddelayed.

Co-Sale Rights. (a) If at any time prior to the Restrictions Termination Date a Shareholder proposes to effect a Disposition No Founder shall sell, assign, transfer or otherwise dispose of any or all of the Shares owned by such Shareholder him to a third party (such transferee for purposes of this Section 2.4 is referred to as the "Transferee") other than a transaction described in paragraphs(a), (cFounder) and (d) of the definition "Permitted Disposition," and such Shareholder unless Founder shall have complied with the provisions of Section 2.2 hereof (for the purposes of this Section 2.4, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Shareholder shall require the Transferee, as a condition precedent to the consummation of the sale or disposition of the Transfer Shares of such Shareholder to the Transferee, to offer to acquire from Investor on the same terms as the proposed sale or disposition from Shareholder a number of Common Stock Equivalents equal to the product of (i) the number of Common Stock Equivalents owned of record by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares such Shareholder proposes to sell or otherwise dispose of to the Transferee, and the denominator of which is the total number of Common Stock Equivalents owned beneficially and of record by such Shareholder and Investor (for the purposes of this Section 2.4, such number of Common Stock Equivalents is hereinafter referred to as the "Allocation Shares"). (b) Such Shareholder shall first give written notice (for the purposes of this Section 2.4, the "Co-Notice of Proposed Transfer") of such sale, assignment, transfer or other disposition (the "Sale NoticeTransaction") to Investor which each of the Investors; provided, however, that the foregoing shall not apply to (i) any transfer to a Permitted Transferee, (ii) any transfer to the Company pursuant to Section 5.4 or (iii) any transfer to the Company pursuant to Section 5.2 or to any other stockholder of the Company pursuant to any contractual rights of first refusal similar to those rights in favor of the Company in Section 5.2. The Notice of Proposed Transfer shall describe fully in reasonable detail the terms proposed Sale Transaction including without limitation, the identity of the proposed sale or dispositiontransferee (the "Purchaser") if known to the Founder, the number of Transfer Shares shares of Common Stock to be sold sold, assigned, transferred or otherwise disposed ofdisposed, the nature of such Sale Transaction and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the Company, as applicable, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall consideration to be signed by such Shareholder and by the Transferee or the Company, as applicable, paid and shall be an irrevocable offer, open for fifteen offer (15the "Offer") days after receipt, to Investor the Investors the opportunity to acquire, as provided above, all Allocation Sharesparticipate pro rata in such transaction. Accordingly each Investor shall have fifteen (15) days after receipt of the Co-Sale Notice to accept such offer as to all or a portion of the Allocation Shares and notify the Transferee and such Shareholder in writing of the number of Allocation Shares, if any, Investor wishes to sell to the Transferee. Such Shareholder may not consummate the proposed sale or disposition to the Transferee unless (x) the sale of Allocation Shares pursuant to the co-sale right of Investor (but only if an Investor timely accepts the offer of such Shareholder and the Transferee) is consummated; (y) an Investor waives the right of co-sale to require, as a condition to such sale or disposition, that the Purchaser purchase from such Investor at the same price per share and on the same terms and conditions as involved in such sale or disposition by the Founder the same percentage of Convertible Preferred Shares and Conversion Shares owned (and deemed to be owned hereunder) by such Investor as such proposed sale or disposition of the shares of Common Stock represents with respect to all the shares of Common Stock then owned by the Founder. (b) Each Investor wishing to participate in any such sale or part disposition shall notify the Company and the Founder wishing to dispose of his shares of Common Stock of such intention as soon as practicable after receipt of the Allocation Shares; or (z) Offer contained in the irrevocable offer expires without acceptance by Notice of Proposed Transfer and in any event within 30 days of receipt of said Offer. In the event that an Investor elects to participate in such sale or disposition, such Investor shall individually communicate such election to the Company and the Founder wishing to dispose of his Shares of Common Stock, which communication shall be irrevocable and delivered by hand or mailed to the Company and the Founder at the address set forth in, or furnished in accordance with, Section 8.8 hereof. In the event that none of the Investors exercise their right of participation in accordance with this Section 5.3, the Founder may sell his shares of Common Stock on the terms set forth in the Notice of Proposed Transfer during the 120 day period commencing 30 days after the fifteen (15) date on which the Notice of Proposed transfer was given by such Founder. If such shares of Common Stock are not sold within such 120 day period, the Founder shall send a Notice of Proposed Transfer to the Investors in accordance with this Section 5.3 with respect to any proposed transfer whether to the same or a different Purchaser.

Co-Sale Rights. If any Shareholder (ain this Clause, the "Offeree") If at any time prior is proposing to sell to a third party (the Restrictions Termination Date a Shareholder proposes to effect a Disposition of any "Offeror") (other than as permitted under Clause 8.12) some or all of the Shares owned and/or the corresponding Shareholder Loan, if any, held by it, the Offeree shall: (a) forthwith inform all the other Shareholders and the Company of the identity of the Offeror and details of such Shareholder to a third party offer; (such transferee for purposes b) procure that the pre-emptive rights provisions of this Section 2.4 is referred to as the "Transferee") other than a transaction described in paragraphs(a), Clause 8 are complied with; (c) and procure that either: (di) an offer is extended by the Offeror to the other Shareholders for the relevant percentage (as defined below) of the definition "Permitted Disposition," Shares and such Shareholder shall have complied Loan held by the other Shareholders, at the same price and on no less favourable terms and with the provisions of Section 2.2 hereof (for same completion date as those offered to the purposes of this Section 2.4Offeree, such Shares to be sold are hereinafter referred to as the "Transfer Shares"), such relevant percentage" being the proportion which the Shares or Shareholder shall require the Transferee, as a condition precedent Loan subject to the consummation of the sale or disposition of the Transfer Shares of such Shareholder offer to the Transferee, Offeree bears to offer to acquire from Investor on the same terms as the proposed sale or disposition from Shareholder a number of Common Stock Equivalents equal to the product of (i) the number of Common Stock Equivalents owned of record by Investor MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares such Shareholder proposes to sell or otherwise dispose of to the Transferee, and the denominator of which is the total number of Common Stock Equivalents owned beneficially Shares or the total amount of Shareholder Loans, as the case may be, held by the Offeree; or (ii) the offer to the Offeree is withdrawn and of record an offer is extended by such Shareholder and Investor (the Offeror to all the Shareholders on a pro rata basis for the purposes of this Section 2.4, such relevant number of Common Stock Equivalents is hereinafter referred Shares (and corresponding Shareholder Loan (if any)), at the same price and on no less favourable terms and with the same completion date as those originally offered to as the "Allocation Shares"). (b) Such Offeree so that each Shareholder shall give written notice (for will have the purposes of this Section 2.4ability to participate in the offer on a basis pro rata to their shareholding, provided that if any Shareholder does not accept such offer the "Co-Sale Notice") to Investor which shall describe fully the terms of the proposed sale or disposition, the number of Transfer Shares to be sold or otherwise disposed of, and the number of Allocation Shares of Investor eligible for co-sale, the name and address of the Transferee or the Company, as applicable, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall be signed by such Shareholder and by the Transferee or the Company, as applicable, and shall be an irrevocable offer, open for fifteen (15) days after receipt, to Investor to acquire, as provided above, all Allocation Shares. Investor shall have fifteen (15) days after receipt of the Co-Sale Notice accepting Shareholders may elect to accept such offer and sell their Shares on a pro rata basis as between themselves; or (iii) the Offeree offers to all or a portion acquire such number of Shares and value of Shareholder Loan referred to in paragraph (i) above from the other Shareholders, at the same price per Share (and otherwise upon the same terms) as offered by the Offeror; provided that nothing in this Clause 9 shall oblige any Shareholder to accept such offer. If any Shareholder elects to accept any such offer, it must agree to give substantially the same representations, warranties and indemnities as the Offeree gives, provided that any such accepting Shareholder shall not be obliged to pay any amount with respect to any liabilities arising from such representations, warranties and indemnities in excess of the Allocation Shares and notify the Transferee and such Shareholder in writing amount of the number of Allocation Shares, if any, Investor wishes to sell to consideration received by the Transferee. Such Shareholder may not consummate the proposed sale or disposition to the Transferee unless (x) the sale of Allocation Shares pursuant to the co-sale right of Investor (but only if an Investor timely accepts the offer of such Shareholder and the Transferee) is consummated; (y) an Investor waives the right of co-sale as to all or part of the Allocation Shares; or (z) the irrevocable offer expires without acceptance by an Investor after the fifteen (15) day periodaccepting Shareholder.