Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. 11.1 If a Holder proposes to sell any shares of its Series C Preferred Stock (the “Selling Holder”) then the Selling Holder shall promptly give written notice (the “Notice”) to each of the other Holders at least 30 days prior to the closing of such sale. The Notice shall describe in reasonable detail the proposed sale including, without limitation, the number of shares of Series C Preferred Stock to be transferred, the nature of such sale, the consideration to be paid, and the name and address of each prospective purchaser or transferee. 11.2 Each other Holder (the “Participating Holder”) shall have the right, exercisable upon written notice to such Selling Holder within 15 days of the Notice, to participate in such sale of Series C Preferred Stock on the same terms and conditions. Such notice shall indicate the number of shares of Series C Preferred Stock such Participating Holder wishes to sell. (a) Each Participating Holder shall effect its participation in the sale by promptly delivering to such Selling Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Series C Preferred Stock which such Participating Holder elects to sell. (b) The stock certificate or certificates that the Participating Holder delivers to such Selling Holder shall be transferred to the prospective purchaser in consummation of the sale of the Series C Preferred Stock pursuant to the terms and conditions specified in the Notice, and the Selling Holder shall concurrently therewith remit to such Participating Holder that portion of the sale proceeds to which such Participating Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating Holder exercising its rights of co-sale hereunder, such Selling Holder shall not sell to such prospective purchaser or purchasers any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participating Holder on the same terms and conditions specified in the Notice. (c) To the extent that the Participating Holders do not elect to participate in the sale of the Series C Preferred Stock held by such Selling Holder subject to the Notice, such Selling Holder may enter into an agreement providing for the closing of the sale of such Series C Preferred Stock within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Notice. Any proposed sale on terms and conditions materially more favorable than those described in the Notice, as well as any subsequent proposed sale of any of the Series C Preferred Stock by a Selling Holder, shall again be subject to the co-sale rights of the Participating Holders and shall require compliance by a Selling Holder with the procedures described in this Section 13.

Co-Sale Rights. 11.1 (a) If a Holder WCAS VII proposes to sell sell, exchange or otherwise dispose of (other than in a manner permitted by Section 4(e) below) any shares of its Common Stock or Series C B Preferred Stock held by it in a single transaction or in a series of related transactions and the effect of such sale would be to reduce or further reduce the aggregate number of shares of Common Stock (the “Selling Holder”assuming for this purpose that all shares of Series B Preferred Stock owned by WCAS VII has been converted into Common Stock) then the Selling Holder shall promptly give written notice (the “Notice”) held by WCAS VII to each less than 66 2/3% of the other Holders at least 30 days prior to sum of (i) the closing aggregate number of such sale. The Notice shall describe shares of Common Stock purchased by WCAS VII on the Initial Closing Date (as defined in reasonable detail the proposed sale including, without limitation, Purchase Agreement) and (ii) the aggregate number of shares Common Stock into which the aggregate number of shares of Series C B Preferred Stock theretofore purchased by WCAS VII pursuant to the Purchase Agreement have been or could be transferredconverted, WCAS VII shall give written notice (a "Co-Sale Notice") to the Company setting forth the terms and conditions of such proposed transaction. Upon receipt of such Co-Sale Notice, the nature Company shall promptly forward a copy thereof to each Founder Stockholder that then holds shares of such saleCommon Stock or Series B Preferred Stock (collectively, the consideration to be paid"Eligible Founders"), together with a statement setting forth (i) the total number of shares of Common Stock then owned by all Eligible Founders (treating all Series B Preferred Stock owned by them as having been converted) and (ii) the name and address of each prospective purchaser or transfereeGroup Total (as defined in Section 4(b) below). 11.2 Each other Holder (the “Participating Holder”b) The Eligible Founders shall have the right, exercisable upon by any Eligible Founder wishing to participate therein only by written notice from such Eligible Founder to the Company (within ten (10) business days after receipt of any Co-Sale Notice) of such Selling Holder within 15 days Founder's election to sell (on the terms and conditions set forth in such Co-Sale Notice), its pro rata portion of the Noticeaggregate number of shares of Common Stock or Series B Preferred Stock or both, as the case may be, to participate in be sold by all Eligible Founders at that time (the "Group Total"), such sale amount to be equal to the aggregate number of shares of Common Stock or Series C B Preferred Stock on or both, as the same terms case may be, to be sold multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock or Series B Preferred Stock or both, as the case may be, then owned by all Eligible Founders and conditionsthe denominator of which is the aggregate number of shares of Common Stock or Series B Preferred Stock or both, as the case may be, then owned by the Eligible Founders and WCAS VII. Such notice Each Eligible Founder shall indicate be entitled to elect to sell a number of shares of the applicable security (its "Shares") obtained by multiplying the Group Total by a fraction, the numerator of which is the number of shares of Series C Preferred Stock such Participating Holder wishes security owned by such Eligible Founder and the denominator of which is the aggregate number of shares of such security owned by all Eligible Founders. The failure by an Eligible Founder to sellsell shares pursuant to the co-sale rights hereunder on any occasion shall not affect its right to sell shares pursuant to the co-sale rights hereunder on any subsequent occasion. (ac) If the acquiror is acquiring shares of Common Stock or Series B Preferred Stock or both, as the case may be, in a single transaction or in a series of related transactions, (i) the price per share of each such security to be purchased from the Eligible Founders shall be the weighted average of the prices paid to WCAS VII by the acquiror for such securities, and all other terms and conditions of the transaction(s) shall be no less favorable, taken as a whole, to the Eligible Founders than the terms and conditions offered by the acquiror to WCAS VII for such securities and (ii) the form of consideration to be paid to each Eligible Founder shall be proportionately the same as that for all shares of such security transferred by WCAS VII in such transaction or series of transactions. (d) Each Participating Holder shall effect its participation Eligible Founder participating in the sale by promptly delivering proposed disposition shall deliver to the Company, as agent for such Selling Holder Eligible Founder, for transfer to the prospective purchaser proposed acquiror, one or more certificates, properly endorsed for transfer or accompanied by stock transfer powers duly endorsed for transfer, with all stock transfer taxes paid and stamps affixed, which shares shall be free and clear of any liens, encumbrances, charges, security interests, pledges or any other restrictions whatsoever and with signatures thereon guaranteed by a national bank, which represent the number of shares of Series C Preferred Common Stock which that such Participating Holder elects Eligible Founder is disposing of in such proposed disposition pursuant to sell. (b) this Section 4. The stock certificate or certificates that so delivered by an Eligible Founder to the Participating Holder delivers to such Selling Holder Company shall be transferred by the Company to the prospective purchaser in acquiror at the time of the consummation of the sale disposition of the Series C Preferred Common Stock pursuant to the terms and conditions condi- tions specified in the Notice, related Co-Sale Notice and the Selling Holder Company shall concurrently therewith promptly thereafter remit to such Participating Holder Eligible Founder that portion of the sale proceeds of disposition received by the Company to which such Participating Holder Eligible Founder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating Holder exercising its rights of co-sale hereunder, such Selling Holder shall not sell to such prospective purchaser or purchasers any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participating Holder on the same terms and conditions specified in the Noticeparticipation. (ce) To the extent that the Participating Holders do not elect to participate in the sale of the Series C Preferred Stock held by such Selling Holder subject Anything herein to the Noticecontrary notwithstanding, such Selling Holder may enter into an agreement providing for the closing of the sale of such Series C Preferred Stock within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Notice. Any proposed sale on terms and conditions materially more favorable than those described in the Notice, as well as any subsequent proposed sale of any of the Series C Preferred Stock by a Selling Holder, shall again be subject to the no co-sale rights shall apply hereunder with respect to (i) any sale pursuant to an Initial Public-Offering or (ii) a distribution by WCAS VII to its partners. It is expressly understood by the parties hereto that shares of the Participating Holders and Common Stock or Series B Preferred Stock transferred by WCAS VII shall require compliance by a Selling Holder with the procedures described in this Section 13not remain subject to any co-sale rights hereunder.

Co-Sale Rights. 11.1 If (a) At least 30 days prior to any Transfer of Stockholder Shares by any Investor or the Founding Stockholder (other than to an Affiliate or pursuant to a Holder proposes to sell any shares of its Series C Preferred Stock Public Sale) (a “Co-Sale Transfer”), the Investor or the Founding Stockholder, as applicable (the “Selling HolderTransferring Person”) then the Selling Holder shall promptly give deliver a written notice (the “Sale Notice”) to each the Company and, if an Investor is the Transferring Person, all other Investors, the Founding Stockholder and BofA, and if the Founding Stockholder is the Transferring Person, all of the other Holders at least 30 days prior to Investors and BofA (the closing of such sale. The Notice shall describe “Non-Transferring Persons”) specifying in reasonable detail the proposed sale including, without limitationidentity of the prospective transferee(s), the number of shares of Series C Preferred Stock Stockholder Shares to be transferred, the nature price per share of such sale, the consideration to be paid, Stockholder Shares being transferred and the name other terms and address conditions of each prospective purchaser or transferee. 11.2 Each other Holder (the “Participating Holder”) shall have Co-Sale Transfer. The Non-Transferring Persons may elect to participate in the right, exercisable upon contemplated Co-Sale Transfer at the same price per Stockholder Share and on the same terms and conditions by delivering written notice to such Selling Holder the Transferring Person within 15 30 days after delivery of the Sale Notice, unless such Co-Sale Transfer is also a Sale of the Company in which case the aggregate consideration in such Sale of the Company shall be distributed in accordance with paragraph 10 below. If any Non-Transferring Persons have elected to participate in such sale of Series C Preferred Stock Co-Sale Transfer, the Transferring Person and such Non-Transferring Persons shall be entitled to sell in the contemplated Co-Sale Transfer, at the same price and on the same terms and conditions. Such notice shall indicate , a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Person and the Non-Transferring Persons participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Co-Sale Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Person, and if the Transferring Person at such time owns 30% of all Stockholder Shares and if one Non-Transferring Person elects to participate and owns 20% of all Stockholder Shares, the Transferring Person would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Non-Transferring Person would be entitled to sell 40 shares (20% ÷ 50% x 100 shares). Any of Series C Preferred Stock the Non-Transferring Persons may elect to sell in any Co-Sale Transfer contemplated under this paragraph 8(a) a lesser number of Stockholder Shares than such Participating Holder wishes Non-Transferring Person is entitled to sell hereunder, in which case the Transferring Person shall have the right to sell an additional number of Stockholder Shares in such Co-Sale Transfer equal to the number that such Non-Transferring Person has elected not to sell. (a. The Founding Stockholder shall not Transfer any of its Stockholder Shares pursuant to this paragraph 8(a) Each Participating Holder to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investors and BofA and any such purported Transfer shall effect its be null and void, and the participation of the Founding Stockholder and BofA in the sale any Transfer contemplated by promptly delivering any Investor pursuant to such Selling Holder for transfer this paragraph 8(a) shall be subject to the approval of the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Series C Preferred Stock which such Participating Holder elects to selltransferee(s). (b) The stock certificate or certificates that the Participating Holder delivers to such Selling Holder shall be transferred Notwithstanding anything to the prospective purchaser contrary expressed or implied in this Agreement, the provisions of this paragraph 8 shall continue with respect to each Stockholder Share following any Transfer thereof until the consummation of an Initial Public Offering or the sale date on which such Stockholder Share has been transferred in a Public Sale or a Sale of the Series C Preferred Stock pursuant to the terms and conditions specified in the Notice, and the Selling Holder shall concurrently therewith remit to such Participating Holder that portion of the sale proceeds to which such Participating Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating Holder exercising its rights of co-sale hereunder, such Selling Holder shall not sell to such prospective purchaser or purchasers any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participating Holder on the same terms and conditions specified in the NoticeCompany. (c) To Each Stockholder transferring Stockholder Shares pursuant to this paragraph 8 shall pay its pro rata share (based on the extent number of Stockholder Shares to be sold) of the expenses incurred by the Transferring Person in connection with such Transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations that the Participating Holders do not elect Transferring Person agrees to participate provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of Stockholder Shares; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the sale transferees with respect to an amount in excess of the Series C Preferred Stock held by net cash proceeds paid to such Selling Holder subject holder in connection with such Transfer). (d) Notwithstanding anything to the Noticecontrary set forth herein, such Selling Holder may enter into an agreement providing for in no event shall the closing Founding Stockholder or any Investor Transfer (other than a Transfer pursuant to paragraph 9 below and other than pursuant to a Sale of the sale Company) any Stockholder Shares in any way that would cause a “change in control” under the Transaction Debt as the terms thereof exist on the date hereof (and without taking into account any amendment, modification or waiver of such Series C Preferred Stock within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Notice. Any proposed sale on terms and conditions materially more favorable than those described in the Notice, as well as any subsequent proposed sale of provision thereof by any of the Series C Preferred Stock by a Selling Holderparties thereto after the date hereof), and any such purported Transfer shall again be subject null and void. Notwithstanding anything to the co-sale rights contrary set forth herein, so long as any Senior Debt is outstanding, in no event shall the Tudor Investors, the GM Investors or the HarbourVest Investors Transfer in the aggregate more than 50% of the Participating Holders Stockholder Shares held by the Tudor Investors, the GM Investors or the HarbourVest Investors, respectively, as of the Closing without the prior written consent of the Board. In connection with any contemplated Initial Public Offering, the Company, the Investors and the Founding Stockholder shall require compliance by a Selling Holder with use their commercially reasonable best efforts to amend the procedures described “change-in-control” definition in this Section 13the Senior Debt to be the same as the “change-in-control” definition in the Senior Notes.

Co-Sale Rights. 11.1 (a) If at any time a Holder CCMP Investor proposes to sell sell, transfer or assign any shares of its Series C Preferred Stock Stockholder Shares (the “Selling Holder”) other than to a member of such Stockholder’s Group), then the Selling Holder shall promptly give written notice (the “Notice”) to each of the other Holders at least 30 thirty (30) days prior to the closing of such saleproposed transaction, such Transferor shall deliver a written notice (the “Co-Sale Notice”) to all Other Stockholders offering such Other Stockholders the option to participate in such proposed transaction. The Such Co-Sale Notice shall describe specify in reasonable detail the identity of the prospective Transferee (if known) and the terms and conditions of such proposed sale transaction, including, without limitation, the number of shares of Series C Preferred Stock to be transferredrepresentations, the nature of such salewarranties, the consideration to be paid, indemnification and the name and address of each prospective purchaser or transferee. 11.2 Each other Holder (the “Participating Holder”) shall have the right, exercisable upon written notice to such Selling Holder within 15 days of the Notice, to participate in such sale of Series C Preferred Stock on the same terms and conditions. Such notice shall indicate the number of shares of Series C Preferred Stock such Participating Holder wishes to sell. (a) Each Participating Holder shall effect its participation in the sale by promptly delivering to such Selling Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Series C Preferred Stock which such Participating Holder elects to sellagreements. (b) The stock certificate or certificates that Any Other Stockholder may, within fifteen (15) days of the Participating Holder delivers receipt of a Co-Sale Notice, give written notice (each, a “Tag-Along Notice”) to such Selling Holder Transferor stating that such Other Stockholder wishes to 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 be only include Stockholder Shares in the Tag-Along Notice of the same class or type (and in the same proportion) of Stockholder Shares being sold, transferred or assigned by such Transferor. (c) If no Other Stockholder gives such Transferor a timely Tag-Along Notice with respect to the prospective purchaser transaction proposed in consummation of the sale of Co-Sale Notice, such Transferor may thereafter consummate the Series C Preferred Stock pursuant to transaction specified in the Co-Sale Notice on terms and conditions specified in the set forth therein. If one or more Other Stockholders give such Transferor a timely Tag-Along Notice, and then such Transferor shall use all reasonable efforts to cause the Selling Holder shall concurrently therewith remit prospective Transferee(s) to agree to acquire all Stockholder Shares identified in all Tag-Along Notices that are timely given to such Participating Holder that portion of the sale proceeds to which such Participating Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating Holder exercising its rights of co-sale hereunderTransferor, such Selling Holder shall not sell to such prospective purchaser or purchasers any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participating Holder on upon the same terms and conditions specified 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 the Notice. such sale upon such terms, then such Transferor may either (ci) To the extent that the Participating Holders do not elect to participate cancel such proposed transaction or (ii) allocate the maximum number of Stockholder Shares that each prospective Transferee is willing to purchase among itself and the Other Stockholders giving timely Tag-Along Notices in proportion to each such Stockholder’s Pro Rata Amount (excluding for the sale purposes of such calculation the Series C Preferred Stock Stockholder Shares held by such Selling Holder subject to the Other Stockholders who have not delivered a Tag-Along Notice, such Selling Holder may enter into an agreement providing for the closing of the sale of such Series C Preferred Stock within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Notice. Any proposed sale on terms and conditions materially more favorable than those described in the Notice, as well as any subsequent proposed sale of any of the Series C Preferred Stock by a Selling Holder, shall again be subject to the co-sale rights of the Participating Holders and shall require compliance by a Selling Holder with the procedures described in this Section 13).

Co-Sale Rights. 11.1 If a Holder proposes to sell any shares of its Series C Preferred Stock (the “Selling Holder”a) then the Selling Holder shall promptly give written notice (the “Notice”) to each After receipt of the other Holders at least 30 days prior to the closing Co-Sale Documents specified in Section 4(d) of such sale. The Notice shall describe in reasonable detail the proposed sale includingthis Agreement, without limitation, the number of shares of Series C each Common Stockholder and Preferred Stock to be transferred, the nature of such sale, the consideration to be paid, and the name and address of each prospective purchaser or transferee. 11.2 Each other Holder (the “Participating Holder”) Stockholder shall have the right, exercisable upon written notice (the “Participation Notice”) to such the Selling Holder Stockholder within 15 thirty (30) days after the Stockholder’s receipt of the NoticeCo-Sale Documents, to participate in such sale of Series C Preferred Stock on the same terms and conditionsconditions specified in the Co-Sale Documents. Such notice Each Stockholder shall indicate have the right to sell all or any part of that number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock specified in the Co-Sale Documents multiplied by (ii) such Stockholder’s Co-Sale Percentage, calculated on the date on which the Co-Sale Documents are delivered. For purposes of this Section 7, a Stockholder’s “Co-Sale Percentage” shall be equal to a fraction, the numerator of which shall be the number of shares of Common Stock (but excluding the Additional Series C E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) held by such Participating Holder wishes Stockholder on a particular date, and the denominator of which shall be the total number of shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) outstanding on such date. Each Stockholder shall specify in its Participation Notice the number of shares of Common Stock that such Stockholder desires to sell. (a) . Each Participating Holder Stockholder shall effect its participation in the sale by promptly delivering to such the Selling Holder for transfer to Stockholder, not later than the prospective purchaser fortieth day next following the delivery of the Co-Sale Documents, one or more certificates, certificates properly endorsed for transfer, which represent the number of shares of Common Stock specified in such Stockholder’s Participation Notice (or shares of Series C I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred Stock which and Series D1 Preferred convertible into such Participating Holder elects to sell. (b) The stock certificate or certificates that number of shares of Common Stock). Concurrent with the Participating Holder delivers to such Selling Holder shall be transferred to the prospective purchaser in consummation of the sale of the Series C Preferred shares of Common Stock pursuant to the terms proposed purchaser, which shall occur no earlier than the forty-first day following the delivery of the Co-Sale Documents and conditions specified no later than the fiftieth day following the delivery of the Co-Sale Documents, the Selling Stockholder shall remit to each Stockholder electing to participate in the Notice, and the Selling Holder shall concurrently therewith remit to such Participating Holder sale that portion of the sale sales proceeds of the shares of Common Stock to which such Participating Holder Stockholder is entitled by reason of its his participation in such sale. To . (b) If the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participating Holder exercising its rights of co-sale hereunderright set forth in this Section 7 is not exercised by at least one Stockholder within the time period specified in Section 7(a), such the Selling Holder Stockholder may, except as otherwise provided herein, transfer the shares of Common Stock specified in the Co-Sale Documents free of all restrictions set forth in this Section 7; provided, however, that the sale shall not sell be made only to such the prospective purchaser named in the Co-Sale Documents, shall be made in strict accordance with the terms of sale set forth in the Co-Sale Documents and shall be made within forty-five (45) days after expiration or purchasers express rejection by each Stockholder of their co-sales rights set forth in this Section 7. Shares sold in accordance with this Section 7(b) shall continue to be subject to all of the terms and provisions of this Agreement, with the same force and effect as if the transferee were an original signatory hereto. In addition, as an absolute condition to any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such the transferee and the spouse of the transferee, if applicable, shall execute and deliver to the Company a Counterpart Signature Page. Upon the transfer of shares of Common Stock from a Selling Holder Stockholder to a transferee which is in compliance with the provisions of this Section 7, the transferee shall purchase such shares or other securities from such Participating Holder on the same terms and conditions specified in the Noticebe deemed to be an Employee Stockholder. (c) To In the extent that event the Participating Holders do not elect to participate in the sale of the Series C Preferred Stock held by such Selling Holder subject to the NoticeStockholder should sell, such Selling Holder may enter into an agreement providing for the closing of the sale of such Series C Preferred Stock within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Notice. Any proposed sale on terms and conditions materially more favorable than those described in the Noticetransfer, as well as any subsequent proposed sale assign, pledge, hypothecate, encumber, donate or otherwise dispose of any Shares in contravention of the Series C Preferred Stock by a Selling Holder, shall again be subject to the co-sale rights of this Section 7 (a “Prohibited Transaction”), the Participating Holders Common Stockholders and Preferred Stockholders who are Accredited Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall require have the put option provided below under subsection (d), and the Selling Stockholder shall be bound by the applicable provisions of such option. (d) In the event of a Prohibited Transaction, each Common Stockholder and Preferred Stockholder who is an Accredited Investor shall have the right to sell to the Selling Shareholder the number of shares of Common Stock equal to the number of shares of Common Stock each Stockholder would have been entitled to transfer to the third-party transferee(s) under this Section 7 hereof had the Prohibited Transaction been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares of Common Stock are to be sold to the Selling Stockholder shall be equal to the price per share paid by the third-party transferee(s) to the Selling Stockholder in the Prohibited Transaction. The Selling Stockholder shall also reimburse each Stockholder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Stockholder’s rights under this Section 7. (ii) Within ninety (90) days after the earlier of the date on which the Stockholder (A) receives notice of the Prohibited Transaction or (B) otherwise becomes aware of the Prohibited Transaction, each Stockholder shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing the shares of Common Stock to be sold (or shares of Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred convertible into such number of shares of Common Stock), each certificate to be properly endorsed for transfer. The Selling Stockholder shall, upon receipt of the certificate or certificates for the shares of Common Stock to be sold by a Selling Holder with the procedures described in Stockholder pursuant to this Section 137(d), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 7(d)(i), in cash or by other means acceptable to the Stockholder.

Co-Sale Rights. 11.1 If In the event that the Musk Trust provides a Holder proposes to sell any shares Notice (as defined in the Right of its Series C Preferred Stock First Refusal Agreement dated May 11, 2009 (the “Selling HolderROFR Agreement”)) then that it proposes to accept one or more bona fide offers from a Daimler Competitor to purchase shares of the Selling Holder shall promptly give written notice Company’s Preferred Stock or Common Stock, as applicable (the “NoticeShares”) (and Newco has waived its rights pursuant to each of the other Holders at least 30 days prior subsection (i) above), and to the closing extent the rights of such sale. The Notice shall describe in reasonable detail first refusal under the proposed sale includingROFR Agreement with respect to the Shares are not exercised, without limitation, the number of shares of Series C Preferred Stock to be transferred, the nature of such sale, the consideration to be paid, and the name and address of each prospective purchaser or transferee. 11.2 Each other Holder (the “Participating Holder”) Newco shall have the right, exercisable upon written notice to such Selling Holder the Musk Trust within 15 thirty (30) business days after receipt of the Notice, to participate in such sale of Series C Preferred Stock the Shares on the same terms and conditionsconditions as those set forth in the Notice. Such notice shall indicate To the extent that Newco exercises such right of participation, the number of Shares to be sold by the Musk Trust shall be correspondingly reduced, and the Musk Trust shall sell such reduced number of shares of Series C Preferred Stock such Participating Holder wishes to sellat the price and on the same terms and conditions as set forth in the applicable Notice. (a) Each Participating Holder Newco will be entitled to sell its pro rata share of the Shares, which shall be equal to a fraction, (x) the numerator of which shall be the number of Conversion Shares (as defined in the ROFR Agreement) held by Newco on the date of the Notice and (y) the denominator of which shall be the aggregate number of Conversion Shares held on the date of the Notice by the Musk Trust and Newco. (b) Newco may effect its participation in the sale by promptly delivering to such Selling Holder the Musk Trust for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Series C Common Stock or Preferred Stock, as may be applicable, that Newco elects to sell pursuant to this subsection (iv); provided, however, that if the purchaser is purchasing Common Stock and objects to the delivery of Preferred Stock which such Participating Holder elects to sell. (b) The stock certificate or certificates that in lieu of Common Stock, Newco may convert the Participating Holder delivers to such Selling Holder shall be transferred to the prospective purchaser in consummation of the sale of the Series C Preferred Stock pursuant to and deliver the terms and conditions specified in the Notice, and the Selling Holder Common Stock issuable therefor. The Musk Trust shall concurrently therewith promptly remit to such Participating Holder Newco that portion of the sale proceeds to which such Participating Holder Newco 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 . (c) If Newco does not elect to purchase shares or other securities from a Participating Holder exercising exercise its rights of co-sale hereunderrights pursuant to this subsection (iv) or does not give notice within the required time pursuant to under subsection (iv) (in each case provided that Newco has waived its rights pursuant to subsection (i) above), such Selling Holder shall not the Musk Trust may sell to such prospective purchaser or purchasers any Series C Preferred Stock held by Selling Holder unless and until, simultaneously with such sale, such Selling Holder shall purchase such shares or other securities from such Participating Holder otherwise transfer the Shares on the same terms and conditions specified in the Notice. , provided that such sale or transfer is consummated within forty-five business (c) To the extent that the Participating Holders do not elect to participate in the sale of the Series C Preferred Stock held by such Selling Holder subject to the Notice, such Selling Holder may enter into an agreement providing for the closing of the sale of such Series C Preferred Stock within thirty (3045) days from the date of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Notice. Any proposed sale on terms and conditions materially more favorable than those described in In the Noticeevent the Shares are not disposed of by the Musk Trust within such forty-five business (45) day period, as well as any subsequent proposed sale of any of the Series C Preferred Stock by a Selling Holder, such Shares shall once again be subject to the co-sale rights of the Participating Holders and shall require compliance by a Selling Holder with the procedures described in this Section 13herein provided.