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 not exercise its pre-emptive rights aboveIf, and which notifies the Offering Party in writing on or before the date falling [*****] after the date at any time that it owns at least 20% of the Transfer Notice issued and outstanding Ordinary Shares, Acorn proposes to sell to any person or persons, other than an affiliate of Acorn, less than all of the Ordinary Shares then owned by Acorn, Acorn shall before proceeding with such sale shall give to each Individual Shareholder written notice (the “Selling ShareholderProposed Sale Notice”)) stating Acorn’s intention to sell such shares and setting forth the price and, to the extent then known, the other material terms and conditions of the proposed sale. Each Individual Shareholder shall have the right (the “Right of Co-Sale”) to participate on a pro-rata basis in the proposed sale of (the Offered Shares “Proposed Sale”) on the same terms and conditions as specified in the Transfer Proposed Sale Notice. (b) A . Each Individual Shareholder exercising who desires to exercise its coRight of 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 Sale, it must give Acorn written notice to that effect within 15 days after delivery to such Individual Shareholder of the Offering Party Proposed Sale Notice, and upon giving such notice to Acorn, each such Individual Shareholder shall indicate be deemed to have effectively exercised the Right of CoSale. Each Individual Shareholder who timely exercises its Right of Co-Sale may include in the Proposed Sale all or any part of its Ordinary Shares equal to the product obtained by multiplying (i) the aggregate number of Ordinary Shares subject to the Proposed Sale by (ii) a fraction, the numerator of which is the number of Ordinary Shares owned by such Individual Shareholder immediately before consummation of the Selling Proposed Sale and the denominator of which is the total number of Ordinary Shares owned, in the aggregate, by all Individual Shareholders and Acorn, in the aggregate, immediately prior to the consummation of the Proposed Sale. To the extent an Individual Shareholder wishes to sell under exercises its right to participate. (d) If there are one or more Selling ShareholdersRight of Co-Sale in accordance with the terms and conditions set forth herein, the number of Offered Ordinary Shares that the Offering Party Acorn may sell in the proposed Disposal Proposed Sale shall be reduced correspondingly reduced, if and to the extent of necessary to enable the other Shareholders’ co-sale Shares. (e) Individual Shareholders to full participate in the Proposed Sale in accordance with the terms hereof. 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 Individual Shareholder shall effect its participation in the sale Proposed Sale by promptly delivering to Acorn, no later than five days after the Offering Party for Disposal to Individual Shareholder’s exercise of the prospective transferee Right of Co-Sale, one or more stock certificates, properly endorsed for transfer to the purchaser in the Proposed Sale, representing the number of Ordinary Shares such Individual Shareholder elects to include in the Proposed Sale. The terms and accompanied by transfer documents (where required) duly executed by it. (g) The Offering Party shall deliver conditions of any such Proposed Sale will be memorialized in, and governed by, a written purchase and sale agreement with the share purchaser. Each stock certificate and transfer documents that a Selling the Individual Shareholder delivers to it Acorn pursuant to this Co-Sale provision will be transferred to the proposed transferee purchaser in completion the Proposed Sale against payment therefor in consummation of the Disposal of the Offered Shares Proposed Sale pursuant to the terms of and conditions specified in the Transfer NoticeProposed Sale Notice and the purchase and sale agreement, and the Offering Party Acorn shall immediately upon receipt concurrently therewith remit to the Selling applicable Individual Shareholder the portion of the sale proceeds due to the Selling Shareholder. (h) If any proposed transferee which such Individual Shareholder is entitled by reason of the Offered Shares prohibits the its participation of a Selling in such sale. Each Individual Shareholder exercising its coCo-sale rights or otherwise Sale Right shall make such representations, warranties, covenants and indemnities as are required of Acorn in the Proposed Sale. If the purchaser in the Proposed Sale refuses to accept Shares purchase securities subject to the Right of Co-Sale directly from a Selling Shareholderan Individual Shareholder exercising its Right of Co-Sale hereunder, the Offering Party shall Acorn may not sell any Ordinary Shares to the prospective transferee any Shares such purchaser unless and until, simultaneously with the such sale, the Offering Party Acorn 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 all securities subject to the coRight of Co-sale rights under Sale from such Individual Shareholder. If any Proposed Sale is not consummated within 60 days after receipt of the Proposed Sale Notice, Acorn may at its option withdraw from participation in the Proposed Sale not sell any of its Ordinary Shares unless it first once again complies in full with each provision of this ClauseSection 2.

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.

Co-Sale. 5.1 Each Stockholder and Other Founder which has, pursuant to Section 4, expressed a desire to sell Shares in the transaction (aa "Participating Party") An Investor which shall be entitled to do so pursuant to this Section 5. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate number of Shares the Participating Parties wish to sell. The Selling Founder shall use its reasonable efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Shares the Participating Parties wish to sell. If the Offeror does not exercise its pre-emptive rights abovewish to purchase all of the Shares made available by the Selling Founder and the Participating Parties, then each Participating Party and which notifies the Offering Party Selling Founder shall be entitled to sell, at the price and on the terms and conditions set forth in writing on the Notice, a portion of the Shares being sold to the Offeror, in the same proportion as the Selling Founder or before such Participating Party's ownership of Shares bears to the date falling [*****] aggregate number of Shares owned by the Selling Founder and the Participating Parties. The transaction contemplated by the Notice shall be consummated not later than 60 days after the date expiration of the Transfer Notice (“Option Period. 5.2 If the Participating Parties do not elect to sell the full number of Shares which they are entitled to sell pursuant to Section 5.1, the Selling Shareholder”)Founder shall be entitled to sell to the Offeror, shall have according to the right to participate terms set forth in the sale Notice, that number of its own Shares which equals the difference between the number of Shares desired to be purchased by the Offeror and the number of Shares the Participating Parties wish to sell. If the Selling Founder wishes to sell, transfer or otherwise dispose of any such Shares at a price per Share which differs from that set forth in the Notice, upon terms different from those set forth in the Notice, or more than 60 days after the expiration of the Offered Option Period, as a condition precedent to such transaction, the Selling Founder must first offer the Stockholders the opportunity to sell Shares on the same terms and conditions as specified given the Offeror, and in accordance with the Transfer Noticeprocedures and time periods set forth above. (b) A Shareholder exercising its co-5.3 The proceeds of any 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 made by the Selling Shareholder wishes to sell under its right to participate. (d) If there are one or more Selling Shareholders, Founder without compliance with the number provisions of Offered Shares that the Offering Party may sell in the proposed Disposal this Section 5 shall be reduced deemed 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 be held 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 constructive trust 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 such amount as would have been subject to due the co-sale rights under Participating Parties if the Selling Founder had complied with this ClauseAgreement.

Co-Sale. Notwithstanding the restrictions contained in Section 1 hereof, if at any time following the Initial Release Date (abut during the Restricted Period), any Stockholder (a “Proposed Seller”) An Investor which does not exercise its pre-emptive rights abovedesires to sell, and which notifies the Offering Party transfer or otherwise dispose of, in writing on or before the date falling [*****] after the date of the Transfer Notice a privately negotiated transaction (each, a “Selling ShareholderTransfer”), all or any portion of the Restricted Securities held by such Proposed Seller, the Proposed Seller shall deliver written notice (the “Co-Sale Notice”) of the terms and conditions (including price per share) of the proposed Transfer to each other Stockholder (the “Co-Sale Rights Holders”) informing each Co-Sale Rights Holder of the number of Restricted Securities the Proposed Seller holds and intends to Transfer (the “Co-Sale Shares”) to the proposed transferee or transferees (the “Proposed Transferee”). Each Co-Sale Rights Holder shall have the right right, exercisable upon written notice to the Proposed Seller within thirty (30) days after the giving of the Co-Sale Notice by the Proposed Seller, to participate in the sale Proposed Seller’s Transfer of Co-Sale Shares upon the Offered Shares on the same terms and conditions as specified set forth in the Co-Sale Notice (including price per share). The delivery by a Co-Sale Rights Holder of the notice of election under this paragraph shall constitute an irrevocable commitment by such Co-Sale Rights Holder to Transfer such shares upon the terms and conditions set forth in the Co-Sale Notice. To the extent one or more of the Co-Sale Rights Holders exercises such right of participation in accordance with the terms and conditions set forth below, the number of Restricted Securities that the Proposed Seller may Transfer to the Proposed Transferee shall be correspondingly reduced. The right of participation of each of the Co-Sale Rights Holders shall be subject to the following terms and conditions: (a) Each of the Co-Sale Rights Holders may elect to Transfer all or any portion of that number of Restricted Securities held by such Co-Sale Rights Holder equal to the product obtained by multiplying (i) the aggregate number of Co-Sale Shares by (ii) a fraction, (A) the numerator of which is the number of Restricted Securities at the time owned by such Co-Sale Rights Holder and (B) the denominator of which is the total number of Restricted Securities held by the Proposed Seller and by each other Co-Sale Rights Holder that has exercised its rights of co-sale hereunder to participate in the Transfer. (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 Each of the other Shareholders’ coexercising Co-sale Shares. (e) Each Selling Shareholder may sell only Sale Rights Holders shall effectuate 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 Transfer by promptly delivering to the Offering Party Proposed Seller for Disposal Transfer to the prospective transferee Proposed Transferee one or more certificates, properly endorsed for transfer and accompanied by transfer documents (where required) duly executed by itTransfer, which represent the number of Restricted Securities that such Co-Sale Rights Holder elects to Transfer. (gc) The Offering Party shall stock certificates that the participating Co-Sale Rights Holders deliver the share certificate and transfer documents that a Selling Shareholder delivers to it to the proposed transferee Proposed Seller shall be Transferred by the Proposed Seller to the Proposed Transferee in completion consummation of the Disposal Transfer of the Offered Shares securities pursuant to the terms of and conditions specified in the Transfer NoticeCo-Sale Notice to the Co-Sale Rights Holders, and the Offering Party Proposed Seller shall immediately upon receipt promptly thereafter remit to the Selling Shareholder the sale proceeds due to the Selling Shareholder. (h) If any proposed transferee each Co-Sale Rights Holder that portion of the Offered Shares proceeds to which such Co-Sale Rights Holder is entitled by reason of its participation in such Transfer. To the extent that any Proposed Transferee prohibits the participation of a Selling Shareholder exercising its co-sale rights such assignment or otherwise refuses to accept Shares purchase securities from a Selling Shareholderany Co-Sale Rights Holder exercising its rights of co-sale hereunder, the Offering Party Proposed Seller shall not sell Transfer to the prospective transferee such Proposed Transferee any Shares securities unless and until, simultaneously with the salesuch Transfer, the Offering Party purchases Proposed Seller shall purchase such securities from such Co-Sale Rights Holder for the Selling Shareholder, at same consideration and on the price same terms and upon conditions as the terms proposed Transfer described in the Transfer Co-Sale Notice, the Selling Shareholder’s Shares which would have been subject to the co-sale rights under this Clause.