Common use of Co-Sale Clause in Contracts

Co-Sale. (a) An Investor which does not exercise its pre-emptive rights above, and which notifies the Offering Party in writing on or before the date falling [*****] after the date of the Transfer Notice (“Selling Shareholder”), shall have the right to participate in the sale of the Offered Shares on the same terms and conditions as specified in the Transfer Notice. (b) A Shareholder exercising its co-sale rights under this Clause does not have pre-emptive rights described in Clause 3.3 (Pre-emptive Rights) with respect the same transaction. (c) A Selling Shareholder’s notice to the Offering Party shall indicate the number of Shares the Selling Shareholder wishes to sell under its right to participate. (d) If there are one or more Selling Shareholders, the number of Offered Shares that the Offering Party may sell in the proposed Disposal shall be reduced to the extent of the other Shareholders’ co-sale Shares. (e) Each Selling Shareholder may sell only the number of its Shares equal to its Pro Rata Share of the Offered Shares, or less. (f) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Offering Party for Disposal to the prospective transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by it. (g) The Offering Party shall deliver the share certificate and transfer documents that a Selling Shareholder delivers to it to the proposed transferee in completion of the Disposal of the Offered Shares pursuant to the terms of the Transfer Notice, and the Offering Party shall immediately upon receipt remit to the Selling Shareholder the sale proceeds due to the Selling Shareholder. (h) If any proposed transferee of the Offered Shares prohibits the participation of a Selling Shareholder exercising its co-sale rights or otherwise refuses to accept Shares from a Selling Shareholder, the Offering Party shall not sell to the prospective transferee any Shares unless and until, simultaneously with the sale, the Offering Party purchases from the Selling Shareholder, at the price and upon the terms described in the Transfer Notice, the Selling Shareholder’s Shares which would have been subject to the co-sale rights under this Clause.

Co-Sale. (ai) An Investor which does not exercise its pre-emptive rights aboveNo later than ten (10) days after the expiration of the time periods specified in Section 3(c), and which notifies the Offering Party tendering Stockholder shall notify the other Stockholders in writing on or before whether the date falling [*****] after Corporation and the date Stockholders have failed to acquire all of the Transfer Notice tendered Shares pursuant to Sections 3(b) and (“Selling Shareholder”c) (the "Co-Sale Notice"). If all of the tendered Shares have not been acquired pursuant to either Section 3(b) or 3(c), then each Stockholder other than the tendering Stockholder shall have the right to participate in the tendering Stockholder's sale of the Offered Shares by selling a portion of its Shares on the same terms and conditions as specified set forth in the Transfer Notice. (b) A Shareholder exercising its co-sale rights under this Clause does not have pre-emptive rights described Notice of Offer, in Clause 3.3 (Pre-emptive Rights) with respect the same transaction. (c) A Selling Shareholder’s notice an amount equal to the Offering Party product obtained by multiplying (x) the aggregate number of Shares to be sold by the tendering Stockholder by (y) the Ownership Percentage (defined herein) of Shares owned by each Stockholder other than the tendering Stockholder who elects to participate in the tendering Stockholder's sale (each a "Participant," and collectively the "Participants"). The Ownership Percentage for any Participant shall indicate be the percentage figure which expresses the ratio between (x) the number of Shares owned by such Participant and (y) the Selling Shareholder wishes aggregate of (A) the number of Shares owned by all Participants and (B) the number of Shares owned by the tendering Stockholder (excluding any Shares acquired pursuant to sell under Section 3(b) or 3(c)). Within five (5) days after its right receipt of the Co-Sale Notice, any Stockholder electing to participateparticipate in the tendering Stockholder's Transfer shall notify the tendering Stockholder in writing of the number of Shares held by it to be included in the sale. (dii) If there are one or more Selling ShareholdersEach Participant shall enter into such agreements and take such actions consistent with the Notice of Offer, and as otherwise reasonably directed by the number tendering Stockholder in order to effect the subject Transfer. The proceeds of Offered Shares that the Offering Party may sell in the proposed Disposal any Transfer under this Section 3(d) shall be reduced remitted directly to each Participant by the extent of the other Shareholders’ co-sale SharesOfferor. (e) Each Selling Shareholder may sell only the number of its Shares equal to its Pro Rata Share of the Offered Shares, or less. (f) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Offering Party for Disposal to the prospective transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by it. (giii) The Offering Party shall deliver the share certificate and transfer documents that a Selling Shareholder delivers to it to the proposed transferee in completion provisions of the Disposal of the Offered Shares pursuant to the terms of the Transfer Notice, and the Offering Party shall immediately upon receipt remit to the Selling Shareholder the sale proceeds due to the Selling Shareholder. (hthis Section 3(d) If any proposed transferee of the Offered Shares prohibits the participation of a Selling Shareholder exercising its co-sale rights or otherwise refuses to accept Shares from a Selling Shareholder, the Offering Party shall not sell apply to the prospective transferee any Shares unless and until, simultaneously with the sale, the Offering Party purchases from the Selling Shareholder, at the price and upon the terms described in the Transfer Notice, the Selling Shareholder’s Shares which would have been subject to the co-sale rights permitted under this ClauseSection 3(g).

Co-Sale. (a) An Investor which does The Company and the Olims shall deliver to each Holder not exercise its pre-emptive rights above, and which notifies less than sixty (60) days prior to the Offering Party in writing on proposed closing date or before the date falling [*****] after the proposed effective date of any proposed sale, transfer, or conveyance of shares of the Transfer Notice Common Stock by either of the Olims (“Selling Shareholder”)any such proposed transaction, a "Shareholder Sale") a written notice (the "Sale Notice") which shall state (i) the name of the Person (the "Buyer") acquiring such shares of Common Stock and (ii) the terms and conditions of such sale, including, the price, payment terms, number of shares of Common Stock to be sold, proposed closing date or proposed effective date of such transaction and that the consideration to be paid upon consummation of the Shareholder Sale is to be in cash or by promissory note. In connection with any Shareholder Sale, each Holder shall have the right (the "Co- Sale Right"), following the conversion of Shares and the exercise of warrants held by such Holder, to participate in sell, at the sale of the Offered Shares same price and on the same terms and conditions as specified in the Transfer Noticesuch proposed Shareholder Sale, such Holder's Pro Rata Co-Sale Share of Co-Sale Securities held by such Holder. (b) A Not less than thirty (30) days prior to the closing date or effective date of such proposed Shareholder exercising its coSale, each Holder electing to exercise Co-sale rights under this Clause does not have preSale Rights shall deliver to the Company and to each of the Olims a written notice setting forth the aggregate number of shares of Co-emptive rights described Sale Securities which such Holder elects to sell in Clause 3.3 (Pre-emptive Rights) connection with respect the same transactionsuch Shareholder Sale. (c) A Selling Shareholder’s notice Subject to compliance by the Offering Party shall indicate Company and each of the number Olims with the provisions of Shares this Section 3.2, the Selling Olims may consummate the Shareholder wishes Sale on the terms and conditions set forth in the Sale Notice; provided that if such Shareholder Sale is not consummated within ninety (90) days of the date of the Sale Notice, the Company and each of the Olims must comply again with the provisions of this Section 3.2 with respect to sell under its right to participatesuch Shareholder Sale. (d) If there are one or more Selling Shareholders, the number The provisions of Offered Shares that the Offering Party may sell in the proposed Disposal this Section 3.2 shall be reduced to the extent of the other Shareholders’ co-sale Shares. (e) Each Selling Shareholder may sell only the number of its Shares equal to its Pro Rata Share of the Offered Shares, or less. (f) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Offering Party for Disposal to the prospective transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by it. (g) The Offering Party shall deliver the share certificate and transfer documents that a Selling Shareholder delivers to it to the proposed transferee in completion of the Disposal of the Offered Shares pursuant to the terms of the Transfer Noticenot apply to, and shall terminate, upon the Offering Party shall immediately upon receipt remit to the Selling Shareholder the sale proceeds due to the Selling Shareholder. (h) If any proposed transferee of the Offered Shares prohibits the participation consummation of a Selling Shareholder exercising its co-sale rights or otherwise refuses to accept Shares from a Selling Shareholder, the Offering Party shall not sell to the prospective transferee any Shares unless and until, simultaneously with the sale, the Offering Party purchases from the Selling Shareholder, at the price and upon the terms described in the Transfer Notice, the Selling Shareholder’s Shares which would have been subject to the co-sale rights under this ClauseQualified Public Offering.

Co-Sale. (a) An Investor which does not exercise its pre-emptive rights 4.1 Without derogating from the provisions of Sections 2 and 3 above, and until an IPO, the following shall apply with respect to any Disposition by a Founder, other than any Disposition made in compliance with Section 3.2 above, which notifies Disposition shall not be subject to the Offering Party in writing on provisions of this Section 4. 4.2 Should a Founder or before the date falling [*****] after the date any of the Transfer Notice his Permitted Transferees (a “Selling ShareholderCo-Sale Offeree”), receive one or more bona fide offers (a “Purchase Offer”), from any person or entity (the “Third Party”) to purchase from such Co-Sale Offeree some or all of the stock held by such Co-Sale Offeree (the “Offered Shares”), which Purchase Offer: (i) the Co-Sale Offeree intends to accept; and (ii) is not in breach of the Co-Sale Offeree’s restrictions set forth in Section 3 above, then (i) Index Ventures Growth II (Jersey), L.P. and/or its Affiliates (collectively, “Index”) for so long as Index holds at least two million (2,000,000) shares (as adjusted for any stock splits, recapitalizations, stock dividends or the like) of the Company’s issued and outstanding capital stock; (ii) Susquehanna Growth Equity Fund IV, LLLP and/or its Affiliates (collectively, “SGE”) for so long as SGE holds at least two million (2,000,000) shares (as adjusted for any stock splits, recapitalizations, stock dividends or the like) of the Company’s issued and outstanding capital stock; and (iii) each other holder of at least five percent (5%), or in the case of HarbourVest Partners, L.P. and its Affiliates, G+J and SGE at least two percent (2%) in the aggregate, of the Company’s issued and outstanding capital stock (on an as-converted basis) (each, a “Qualified Holder”) shall have the right to participate in the Co-Sale Offeree’s sale of the Offered Shares, in accordance with this Section 4, pursuant to the specified terms and conditions of such Purchase Offer. 4.3 Upon receipt of a Purchase Offer, the Co-Sale Offeree shall promptly notify all of the Qualified Holders in writing of the name and address of the Third Party and the terms and conditions of such Purchase Offer (the “Co-Sale Notice”). Each Qualified Holder shall be entitled, upon written notice to the Co-Sale Offeree within fifteen (15) days after receipt of the Co-Sale Notice (the “Participation Notice”), to sell to the Third Party up to that number of the shares of capital stock of the Company owned by such Qualified Holder (the “Equity Shares”) determined by multiplying the total number of Offered Shares times a fraction the numerator of which is the number of shares of Common Stock owned by such Qualified Holder (assuming for the purposes of this section, the conversion of all Preferred Stock into Common Stock) and the denominator of which is the total number of shares of Common Stock owned by all of the Qualified Holders and the selling Co-Sale Offeree (assuming, for purposes of this section, the conversion of all Preferred Stock into Common Stock). Such Participation Notice shall indicate, subject to the terms of this section, the number of shares of capital stock of the Company that such Qualified Holder undertakes to transfer to the Third Party, provided that such Participation Notice will include one or more duly executed stock power representing such Qualified Holder’s stock to be sold free and clear of all liens. To the extent one or more of the Qualified Holders exercises such right in accordance with the terms and conditions set forth below, the number of Securities that the Co- Sale Offeree may sell pursuant to such Purchase Offer shall be correspondingly reduced. At the closing of the sale of Co-Sale Securities to the Third Party, the Co-Sale Offeree shall transfer his shares to the Third Party only if the Third Party concurrently therewith purchases, on the same terms and conditions as specified in the Transfer Co-Sale Notice, all of the shares of capital stock of the Company as to which Participation Notices have been delivered. (b) A Shareholder exercising its 4.4 Notwithstanding any provision in this Section 4 to the contrary, any Preferred Stockholder which chooses to exercise the right of co-sale rights set forth in this Section 4 may designate as sellers under this Clause does not have pre-emptive rights described such right itself or its partners or Affiliates in Clause 3.3 (Pre-emptive Rights) with respect the same transactionsuch proportions as it deems appropriate. (c) A Selling Shareholder’s notice 4.5 In the event that any Co-Sale Offeree should make a Disposition of any securities in contravention of this Section 4, the Qualified Holders may proceed to protect and enforce their rights by suit in equity or by action at law, whether for the Offering Party shall indicate specific performance of any term contained in this Agreement or for an injunction against the number breach of Shares any such term or in furtherance of the Selling Shareholder wishes exercise of any power granted in this Agreement, or to sell under its enforce any other legal or equitable right of the Qualified Holders or to participate. (d) If there are take one or more Selling Shareholders, the number of Offered Shares that the Offering Party may sell in the proposed Disposal shall be reduced to the extent of the other Shareholders’ co-sale Sharessuch actions. (e) Each Selling Shareholder may sell only the number of its Shares equal to its Pro Rata Share of the Offered Shares, or less. (f) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Offering Party for Disposal to the prospective transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by it. (g) The Offering Party shall deliver the share certificate and transfer documents that a Selling Shareholder delivers to it to the proposed transferee in completion of the Disposal of the Offered Shares pursuant to the terms of the Transfer Notice, and the Offering Party shall immediately upon receipt remit to the Selling Shareholder the sale proceeds due to the Selling Shareholder. (h) If any proposed transferee of the Offered Shares prohibits the participation of a Selling Shareholder exercising its co-sale rights or otherwise refuses to accept Shares from a Selling Shareholder, the Offering Party shall not sell to the prospective transferee any Shares unless and until, simultaneously with the sale, the Offering Party purchases from the Selling Shareholder, at the price and upon the terms described in the Transfer Notice, the Selling Shareholder’s Shares which would have been subject to the co-sale rights under this Clause.

Co-Sale. (a) An Investor Neither Xxxxxxx nor Xxxxxxxx will sell (the "selling shareholder") any shares of Stock (other than: (x) to Permitted Transferee, in which does not exercise its preevent any shares of Stock acquired by such Permitted Transferee shall remain subject to the other shareholder's co-emptive sale rights abovepursuant to this Section 5; (y) in a registered public offering; or (z) in accordance with Rule 144 promulgated under the 1933 Act), and except to a transferee who is willing to purchase such shares of Stock as part of a transaction in which notifies the Offering Party in writing on or before the date falling [*****] after the date a pro rata portion of the Transfer Notice (“Selling Shareholder”), shall have the right aggregate number of shares of Stock being purchased by such transferee is being purchased from other shareholder if he chooses to participate in such transaction (such pro rata portion to be computed with respect to Xxxxxxx and Xxxxxxxx by multiplying the sale aggregate number of shares of Stock to be purchased by such transferee by a fraction (i) the Offered Shares on numerator of which is the same terms number of shares of Stock held by the other shareholder, and conditions as specified in (ii) the Transfer Noticedenominator of which is the total number of shares of Stock held collectively by the selling shareholder and the other shareholder). (b) A Shareholder exercising its In the event that a selling shareholder proposes to consummate a sale of shares of Stock that is subject to the other shareholder's co-sale rights, he will give written notice (the "Co-Sale Notice") to the other shareholder, stating the material terms of the offer. If the other shareholder wishes to participate in such sale as to his pro rata portion, he shall give the selling shareholder(s) notice to such effect within fifteen (15) days after receipt of the Co-Sale Notice. (c) Xxxxxxx'x and Xxxxxxxx'x co-sale rights shall terminate: (x) as to any shares of shares of Stock sold by the other shareholder in a "brokers' transaction" as presently defined in Rule 144 of the SEC; and (y) as to any shares of Stock sold in a transaction in which other shareholder elected not to exercise his co-sale rights under this Clause does not have pre-emptive rights described in Clause 3.3 (Pre-emptive Rights) with respect the same transactionSection 5. (c) A Selling Shareholder’s notice to the Offering Party shall indicate the number of Shares the Selling Shareholder wishes to sell under its right to participate. (d) If there are one or more Selling Shareholders, the number of Offered Shares that the Offering Party may sell in the proposed Disposal shall be reduced to the extent of the other Shareholders’ co-sale Shares. (e) Each Selling Shareholder may sell only the number of its Shares equal to its Pro Rata Share of the Offered Shares, or less. (f) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Offering Party for Disposal to the prospective transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by it. (g) The Offering Party shall deliver the share certificate and transfer documents that a Selling Shareholder delivers to it to the proposed transferee in completion of the Disposal of the Offered Shares pursuant to the terms of the Transfer Notice, and the Offering Party shall immediately upon receipt remit to the Selling Shareholder the sale proceeds due to the Selling Shareholder. (h) If any proposed transferee of the Offered Shares prohibits the participation of a Selling Shareholder exercising its co-sale rights or otherwise refuses to accept Shares from a Selling Shareholder, the Offering Party shall not sell to the prospective transferee any Shares unless and until, simultaneously with the sale, the Offering Party purchases from the Selling Shareholder, at the price and upon the terms described in the Transfer Notice, the Selling Shareholder’s Shares which would have been subject to the co-sale rights under this Clause.

Co-Sale. Commencing on the Closing Date and terminating upon the IPO, in the event that DSSI proposes to sell Offered Shares, other than to a Permitted Transferee, and any Shareholder (ahereinafter in this Section, the "Co-Seller") An Investor which does has not exercise exercised its pre-emptive rights right of first refusal under Section 10.6 above, and which notifies then the Offering Party in writing on or before the date falling [*****] after the date of the Transfer Notice (“Selling Shareholder”), Co-Seller shall have the right to demand to participate in such a sale by DSSI, and the following provisions shall apply: 10.7.1 The Co-Seller shall provide a written notice to DSSI no later than fourteen (14) Business Days after the Offer is delivered to the Co-Seller, informing DSSI that the Co-Seller is not exercising its right of first refusal under Section 10.6 to this Agreement, and that the Co-Seller desires to exercise its co-sale right under Section 9.7 of this Agreement by participating in the sale of the Offered Ordinary Shares by DSSI on the same terms and conditions as specified detailed in the Transfer Notice. (b) A Shareholder exercising its co-sale rights under this Clause does not have pre-emptive rights described in Clause 3.3 (Pre-emptive Rights) with respect the same transaction. (c) A Selling Shareholder’s Offer, which notice to the Offering Party shall will indicate the number of Ordinary Shares the Selling Shareholder wishes to sell under its right to participate. (d) If there are one or more Selling Shareholders, the number of Offered Shares that the Offering Party may sell in the proposed Disposal shall be reduced to the extent of the other Shareholders’ coCo-sale Shares. (e) Each Selling Shareholder may sell only the number of its Shares equal Seller to its Pro Rata Share of the Offered Shares, or less. (f) Each Selling Shareholder shall effect its participation be included in the sale by promptly delivering to DSSI ("Co-Sale Shares"), provided that the Offering Party for Disposal to the prospective transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by it. (g) The Offering Party number of Co-Sale Shares shall deliver the share certificate and transfer documents that not represent a Selling Shareholder delivers to it to the proposed transferee in completion greater proportion of the Disposal Ordinary Shares held by the Co-Seller than the proportion of the Offered Shares pursuant to all Ordinary Shares then owned by DSSI; 10.7.2 DSSI shall use its best efforts to cause the terms of purchaser identified in the Transfer Notice, and Offer to purchase the Offering Party shall immediately upon receipt remit Co-Sale Shares; 10.7.3 In the event that such purchaser does not wish to the Selling Shareholder the sale proceeds due to the Selling Shareholder. (h) If any proposed transferee purchase all of the Offered Shares prohibits and the participation Co-Sale Shares, then each of a Selling Shareholder exercising its coDSSI and the Co-sale rights or otherwise refuses Seller shall be entitled to accept Shares from a Selling Shareholder, the Offering Party shall not sell to the prospective transferee any Shares unless and until, simultaneously with the sale, the Offering Party purchases from the Selling Shareholdersell, at the price and upon on the terms described and conditions set forth in the Transfer NoticeOffer, a portion of the Selling Shareholder’s Shares which would have been subject shares being sold to the cotransferee, in the same proportion as DSSI or Co Seller's ownership of Ordinary Shares of DSI bears to the aggregate number of Ordinary Shares of DSI owned by DSSI and the Co Seller; 10.7.4 In the event that the Co-sale rights under Seller elects to sell less than maximum number of Co-Sale Shares permitted by this ClauseSection 10.7 ("Shortfall"), DSSI shall be entitled to sell an additional number of Ordinary Shares equal to the Shortfall.