Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. (a) MVII shall not Transfer in any one transaction or series of related transactions more than forty percent (40%) of the total number of Common Shares standing in its name as of the Second Closing Date unless the DSI Shareholders are permitted to sell a number of Common Shares owned by the DSI Group determined in accordance with Section 2.05(c) to the third-party offeror at the same price and on the same terms as the offer is proposed to be effected (a "Third-Party Offer") to MVII. (b) MVII shall cause the Third Party Offer to be reduced to writing and shall send written notice of the Third Party Offer, including the name of the offeror, the number of Common Shares the offeror proposes to purchase, and the price and other terms the offeror proposes for the purchase of the Common Shares (the "Inclusion Notice") to each DSI Shareholder in the manner specified in Section 3.01(i). Within five (5) Business Days after delivery of the Inclusion Notice, each DSI Shareholder may accept the offer included in the Inclusion Notice by furnishing written notice of such acceptance to MVII. If none of the DSI Shareholders accepts such offer within such time period, MVII shall be free, at any time within the next 180 days to sell its shares to such third party on the terms contained in the Third Party Offer free and clear of the terms and conditions of this Agreement. (c) Each DSI Shareholder shall have the right to sell pursuant to the Third Party Offer a number of Common Shares equal to the product of (x) the number of Common Shares covered by the Third Party Offer and (y) a fraction, the numerator of which is the total number of Common Shares then owned by such DSI Shareholder and the denominator of which is the total number of Common Shares then owned by MVII and such DSI Shareholder free and clear of MVII's right of first refusal and the voting agreement.

Co-Sale Rights. (a) MVII shall not Transfer Subject to Section 5.5(d) and the condition in Section 5.6(c), if any one transaction or series of related transactions more than forty percent (40%) of the total number of Common Shares standing in its name as of the Second Closing Date unless the DSI Shareholders are permitted to sell a number of Common Shares owned by the DSI Group determined in accordance with Section 2.05(c) to the third-party offeror at the same price and on the same terms as the offer is proposed to be effected Shareholder (a "Third“Co-Party Offer"Sale Shareholder”) to MVII. (b) MVII shall cause the receives a Third Party Offer that it wishes to be reduced accept, then, prior to writing and shall send written notice the acceptance of the Third Party Offer, including the name Co-Sale Shareholder shall notify the other Shareholders of the offeror, the number of Common Shares the offeror proposes to purchase, such proposed sale and the price terms of such proposed sale and the Co-Sale Shareholder shall, if required by the other terms Shareholders, obtain from the offeror proposes for the purchase of the Common Shares (the "Inclusion Notice") to each DSI Shareholder in the manner specified in Section 3.01(i). Within Third Party within five (5) Business Days after delivery days of the Inclusion Notice, each DSI Shareholder may accept the offer included in the Inclusion Notice by furnishing written notice receipt of such acceptance notice a bona fide offer addressed to MVII. If none of the DSI Shareholders accepts such offer within such time periodother Shareholders, MVII shall be free, on terms and conditions at any time within the next 180 days to sell its shares to such third party on the terms least as favourable as those contained in the Third Party Offer free and clear Offer, to purchase from the other Shareholders (the “Co-Sale Offer”): (i) that number of Shares (treating all Shares as a single class of Class A Shares on an as-converted basis, including counting each Class C Share as one Class A Share) that is the same proportion of the terms and conditions total number of this Agreement. (c) Each DSI Shares held by the other Shareholders as the number of Shares proposed to be sold by the Co-Sale Shareholder shall have the right to sell pursuant to the Third Party Offer a bears to the total number of Common Shares equal to then held by the product of Co-Sale Shareholder, or (xii) the number of Common Shares covered by if the Third Party Offer and relates to a limited number of Shares only, such limited number of Shares (ytreating all Shares as a single class of Class A Shares on an as-converted basis, including counting each Class C Share as one Class A Share) a fractionmultiplied by the quotient of X/Y, the numerator of which where X is equal to the total number of Common Shares then owned held by such DSI the other Shareholders and Y is equal to sum of all Shares held by the Shareholders. (b) The Co-Sale Shareholder as applicable shall deliver the Co-Sale Offer to the other Shareholders, together with a copy of the Third Party Offer. The Co-Sale Offer shall be irrevocable and shall be open for acceptance by the other Shareholders for five (5) days after the delivery thereof to the other Shareholders. (c) The Co-Sale Shareholder and the denominator other Shareholders wishing to make transfers under this Section 5.6 shall be permitted to make a transfer to which this Section 5.6 shall apply only if the purchaser of which Shares is a credit worthy Canadian and qualified corporation in good standing that is not a competitor to XM Holdings and is reasonably acceptable to each of the total number of Common Shares then owned by MVII and such DSI Shareholder free and clear of MVII's right of first refusal and the voting agreementShareholders.

Co-Sale Rights. 3.5.1 If, at any time, a Shareholder (athe “Selling Shareholder”) MVII shall not desires to Transfer, other than a Transfer in any one transaction accordance with Sections 3.3.1 or 3.3.3 through 3.3.8, in a single or series of related transactions more than forty transactions, in excess of thirty percent (4030%) of his, her or its Shares and obtains an offer to purchase such Shares (a “Third Party Offer”) from a proposed transferee (a “Third Party”) which the total number of Common Shares standing in its name as Selling Shareholder desires to accept, the Selling Shareholder shall send a copy of the Second Closing Date unless the DSI Shareholders are permitted to sell a number of Common Shares owned by the DSI Group determined in accordance with Section 2.05(c) Third Party Offer (or, to the third-party offeror at extent some or all of such Third Party Offer is unwritten, a detailed summary thereof) which shall include the same price identity of the Third Party and on a summary of the same terms as of such Third Party Offer to the offer is proposed other Shareholders and to be effected (a "Third-Party Offer") to MVIIthe Company. 3.5.2 If a Third Party Offer is delivered to the other Shareholders, each Shareholder other than the Selling Shareholder shall have the right, exercisable upon written notice to the Selling Shareholder (bwith a copy to the Company), within twenty (20) MVII shall cause days after receipt of the Third Party Offer to be reduced to writing participate in such sale of Shares (the “Sale”) along with the Selling Shareholder on the same terms and shall send written notice of conditions as set forth in the Third Party Offer, including but only to the name of the offeror, extent that the number of Common Shares the offeror proposes to purchase, and the price and other terms the offeror proposes for the purchase of the Common Shares (the "Inclusion Notice") to each DSI Shareholder in the manner specified in Section 3.01(i). Within five (5) Business Days after delivery of the Inclusion Notice, each DSI Shareholder may accept the offer included in the Inclusion Notice by furnishing written notice of such acceptance to MVII. If none of the DSI Shareholders accepts such offer within such time period, MVII shall be free, at any time within the next 180 days to sell its shares to such third party on the terms contained in the Third Party Offer free and clear of the terms and conditions of this Agreement. (c) Each DSI Shareholder shall have the right to sell sold pursuant to the Third Party Offer a is in excess of thirty percent (30%) of the Common Stock Equivalents held by the Selling Shareholder. Such notice shall indicate the number of Common Shares such Shareholder wishes to sell (up to that number of Shares determined under Section 3.5.2 below) under its right to participate. To the extent one or more of the Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Shares that such Selling Shareholder may sell in the Sale transaction shall be correspondingly reduced. 3.5.3 Each Shareholder may sell all or any part of that number of Shares equal to the product of obtained by multiplying (xi) the aggregate number of Common Shares covered by the Third Party Offer and in excess of thirty percent (y30%) of the Common Stock Equivalents held by the Selling Shareholder, by (ii) a fraction, the numerator of which is the total number of Common Shares then Stock Equivalents owned by such DSI Shareholder at the time of the Sale, and the denominator of which is the total number of Common Shares then Stock Equivalents owned by MVII the Selling Shareholder and all other Shareholders at the time of the Sale. 3.5.4 Each Shareholder who elects to participate in the Sale pursuant to this Section 3.5 (a “Participant”) shall effect its participation in the Sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of Shares which such DSI Participant elects to sell. The stock certificate or certificates that the Participant delivers to the Selling Shareholder free pursuant to this Section shall be transferred to the prospective purchaser in consummation of the sale of the Shares pursuant to the terms and clear of MVII's right of first refusal conditions specified in the Third Party Offer and the voting agreementSelling Shareholder shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such Sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, the Selling Shareholder shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such Sale, the Selling Shareholder shall purchase such Shares from such Participant on the same terms and conditions specified in the Third Party Offer. 3.5.5 The exercise or non-exercise of the rights of any Shareholder hereunder to participate in one or more sales of Shares made by any Selling Shareholder shall not adversely affect its right to participate in subsequent sales of Shares.