Common use of Co-Sale Clause in Contracts

Co-Sale. (a) If the Corporation and the Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then each Investor which has, pursuant to Section 5(a), expressed a desire to sell shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock in the transaction (a "Participating Investor") shall be entitled to do so pursuant to this Section. The Chief Financial Officer of the Corporation shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. The Selling Founder shall use his best efforts to interest the Proposed Transferee in purchasing, in addition to the Remaining Shares not subscribed for by the Investors, the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. If the Proposed Transferee does not wish to purchase all of the Stock so made available by the Selling Founder and the Participating Investors, then each Participating Investor and the Selling Founder shall be entitled to sell, on the terms and conditions set forth in the Selling Founder's Notice and on the same price per share on a common equivalent basis, a portion of the Stock being sold to the Proposed Transferee, in the same proportion as such Selling Founder or Participating Investor's ownership of Stock on a common equivalent basis bears to the aggregate amount of Stock owned by the Selling Founder and the Participating Investors on a common equivalent basis. The transaction contemplated by the Selling Founder's Notice shall be consummated not later than 60 days after the expiration of the Option Period. (b) If the Participating Investors do not elect to sell the full amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Proposed Transferee, according to the terms set forth in the Selling Founder's Notice, that number of his Shares which equals the difference between the amount of Stock desired to be purchased by the Proposed Transferee and the number of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell, in each case on a common equivalent basis. (c) If the Selling Founder wishes to sell or otherwise transfer any of his Shares at a price per Share which differs from that set forth in the Selling Founder's Notice, upon terms different from those previously offered to the Corporation and the Investors, or more than 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Shares must first be offered to the Corporation and the Investors on the same terms and conditions as given the Proposed Transferee, and the Investors must first be offered the opportunity to participate in such transaction, in accordance with the procedures and time periods set forth above.

Co-Sale. (a) If the Corporation and the Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then each Investor which has, pursuant to Section 5(a), expressed a desire to sell shares of Series B Preferred Stock, Series C Preferred Stock and Series D C Preferred Stock in the transaction (a "Participating Investor") shall be entitled to do so pursuant to this Section. The Chief Financial Officer of the Corporation shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate amount of Series B Preferred Stock, Series C Preferred Stock and Series D C Preferred Stock the Participating Investors wish to sell. The Selling Founder shall use his best efforts to interest the Proposed Transferee in purchasing, in addition to the Remaining Shares not subscribed for by the Investors, the Series B Preferred Stock, Series C Preferred Stock and Series D C Preferred Stock the Participating Investors wish to sell. If the Proposed Transferee does not wish to purchase all of the Stock so made available by the Selling Founder and the Participating Investors, then each Participating Investor and the Selling Founder shall be entitled to sell, on the terms and conditions set forth in the Selling Founder's Notice and on the same price per share on a common equivalent basis, a portion of the Stock being sold to the Proposed Transferee, in the same proportion as such Selling Founder or Participating Investor's ownership of Stock on a common equivalent basis bears to the aggregate amount of Stock owned by the Selling Founder and the Participating Investors on a common equivalent basis. The transaction contemplated by the Selling Founder's Notice shall be consummated not later than 60 days after the expiration of the Option Period. (b) If the Participating Investors do not elect to sell the full amount of Series B Preferred Stock, Series C Preferred Stock and Series D C Preferred Stock which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Proposed Transferee, according to the terms set forth in the Selling Founder's Notice, that number of his Shares which equals the difference between the amount of Stock desired to be purchased by the Proposed Transferee and the number of shares of Series B Preferred Stock, Series C Preferred Stock and Series D C Preferred Stock the Participating Investors wish to sell, in each case on a common equivalent basis. (c) If the Selling Founder wishes to sell or otherwise transfer any of his Shares at a price per Share which differs from that set forth in the Selling Founder's Notice, upon terms different from those previously offered to the Corporation and the Investors, or more than 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Shares must first be offered to the Corporation and the Investors on the same terms and conditions as given the Proposed Transferee, and the Investors must first be offered the opportunity to participate in such transaction, in accordance with the procedures and time periods set forth above.

Co-Sale. Within fifteen (a15) If Business Days after delivery of the Corporation Co-Sale Notice, each Significant Holder who has not exercised her or his right of first refusal as provided in Section 5.1(c) hereof may elect to sell up to its pro rata share of the Co-Sale Shares to be purchased by the transferee described in the Co-Sale Notice by giving written notice thereof to the Selling Founder and tendering to the Investors do not Secretary of the Company a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Co-Sale Notice upon receipt of payment for such shares from such transferee for the benefit of such Significant Holder (“Co-Sale Significant Holder(s)”). The Selling Founder shall thereupon notify the transferee of the co-sale arrangements hereunder, and instruct the transferee to deliver payment for the shares to be purchased from the Significant Holders to the Secretary of the Company, who shall transmit such payment to such Co-Sale Significant Holders. For the purpose of the co-sale right set forth in this Section 5.2, the pro rata share of a Co-Sale Significant Holder shall be determined based on the number of shares of Ordinary Shares issued or issuable upon conversion of the Preferred Shares held by such Co-Sale Significant Holder divided by the sum of (A) the total number of shares of Ordinary Shares issued or issuable upon conversion of the Preferred Shares held by all Co-Sale Significant Holders exercising the co-sale right pursuant to this Section 5.2 plus (B) the number of shares of Ordinary Shares held by the Selling Founder at the date of the Co-Sale Notice (assuming conversion of all convertible securities and exercise their of all options and warrants held by such Selling Founder). To the extent that any prospective buyer refuses to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then each Investor which has, pursuant to Section 5(a), expressed a desire to sell shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock in the transaction (a "Participating Investor") shall be entitled to do so pursuant to this Section. The Chief Financial Officer of the Corporation shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. The Selling Founder shall use his best efforts to interest the Proposed Transferee in purchasing, in addition to the Remaining Shares not subscribed for by the Investors, the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. If the Proposed Transferee does not wish to purchase all of the Stock so made available by the Selling Founder and the Participating Investors, then each Participating Investor and the Selling Founder shall be entitled to sell, on the terms and conditions set forth in the Selling Founder's Notice and on the same price per share on a common equivalent basis, a portion of the Stock being sold to the Proposed Transferee, in the same proportion as such Selling Founder or Participating Investor's ownership of Stock on a common equivalent basis bears to the aggregate amount of Stock owned by the Selling Founder and the Participating Investors on a common equivalent basis. The transaction contemplated by the Selling Founder's Notice shall be consummated not later than 60 days after the expiration of the Option Period. (b) If the Participating Investors do not elect to sell the full amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock which they are entitled to sell pursuant to Section 6(a)from an Co-Sale Significant Holder exercising co-sale rights hereunder, the Selling Founder shall be entitled not sell any Co-Sale Shares to sell to such prospective buyer unless and until, simultaneously with such sale, such Selling Founder shall purchase such Co-Sale Shares from such Co-Sale Significant Holder at not less than the Proposed Transfereeprice and upon other terms and conditions, according to the terms if any, set forth in the Selling Founder's Co-Sale Notice, that number of his Shares which equals the difference between the amount of Stock desired to be purchased by the Proposed Transferee and the number of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell, in each case on a common equivalent basis. (c) If the Selling Founder wishes to sell or otherwise transfer any of his Shares at a price per Share which differs from that set forth in the Selling Founder's Notice, upon terms different from those previously offered to the Corporation and the Investors, or more than 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Shares must first be offered to the Corporation and the Investors on the same terms and conditions as given the Proposed Transferee, and the Investors must first be offered the opportunity to participate in such transaction, in accordance with the procedures and time periods set forth above.

Co-Sale. Notwithstanding the restrictions contained in Section 1 hereof, if at any time following the Initial Release Date (a) If but during the Corporation and the Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Restricted Period"), then each Investor which has, pursuant to Section 5(a), expressed a desire to sell shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock in the transaction any Stockholder (a "Participating Investor"“Proposed Seller”) shall be entitled to do so pursuant to this Section. The Chief Financial Officer of the Corporation shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. The Selling Founder shall use his best efforts to interest the Proposed Transferee in purchasing, in addition to the Remaining Shares not subscribed for by the Investors, the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish to sell. If the Proposed Transferee does not wish to purchase all of the Stock so made available by the Selling Founder and the Participating Investors, then each Participating Investor and the Selling Founder shall be entitled desires to sell, on transfer or otherwise dispose of, in a privately negotiated transaction (each, a “Transfer”), 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, 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 Proposed Seller’s Transfer of Co-Sale Shares upon the terms and conditions set forth in the Selling Founder's Co-Sale Notice and on the same (including price per share on share). The delivery by a common equivalent basis, a portion Co-Sale Rights Holder of the Stock being sold 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 TransfereeTransferee 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 same proportion as such Selling Founder or Participating Investor's ownership of Stock on a common equivalent basis bears to the aggregate amount of Stock owned by the Selling Founder and the Participating Investors on a common equivalent basis. The transaction contemplated by the Selling Founder's Notice shall be consummated not later than 60 days after the expiration of the Option PeriodTransfer. (b) If Each of the Participating Investors do not elect to sell exercising Co-Sale Rights Holders shall effectuate the full amount of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell Transfer by promptly delivering to the Proposed Transferee, according Seller for Transfer to the terms set forth in the Selling Founder's Notice, that number of his Shares which equals the difference between the amount of Stock desired to be purchased by the Proposed Transferee and one or more certificates, properly endorsed for Transfer, which represent the number of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the Participating Investors wish Restricted Securities that such Co-Sale Rights Holder elects to sell, in each case on a common equivalent basisTransfer. (c) If The stock certificates that the Selling Founder wishes participating Co-Sale Rights Holders deliver to sell the Proposed Seller shall be Transferred by the Proposed Seller to the Proposed Transferee in consummation of the Transfer of the securities pursuant to the terms and conditions specified in the Co-Sale Notice to the Co-Sale Rights Holders, and the Proposed Seller shall promptly thereafter remit to each Co-Sale Rights Holder that portion of the 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 such assignment or otherwise transfer refuses to purchase securities from any Co-Sale Rights Holder exercising its rights of his Shares at a price per Share which differs from that set forth in co-sale hereunder, the Selling Founder's Notice, upon terms different from those previously offered to the Corporation and the Investors, or more than 60 days after the expiration of the Option Period, then, as a condition precedent Proposed Seller shall not Transfer to such transactionProposed Transferee any securities unless and until, simultaneously with such Shares must first be offered to Transfer, the Corporation Proposed Seller shall purchase such securities from such Co-Sale Rights Holder for the same consideration and the Investors on the same terms and conditions as given the Proposed Transferee, and proposed Transfer described in the Investors must first be offered the opportunity to participate in such transaction, in accordance with the procedures and time periods set forth aboveCo-Sale Notice.

Co-Sale. (a) If the Corporation 5.1 Each Stockholder and the Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then each Investor Other Founder which has, pursuant to Section 5(a)4, expressed a desire to sell shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock Shares in the transaction (a "Participating InvestorParty") shall be entitled to do so pursuant to this SectionSection 5. The Chief Financial Officer Secretary of the Corporation Company shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate amount number of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock Shares the Participating Investors Parties wish to sell. The Selling Founder shall use his best its reasonable efforts to interest the Proposed Transferee Offeror in purchasing, in addition to the Remaining Shares not subscribed for by the InvestorsOffered Shares, the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock Shares the Participating Investors Parties wish to sell. If the Proposed Transferee Offeror does not wish to purchase all of the Stock so Shares made available by the Selling Founder and the Participating InvestorsParties, then each Participating Investor Party and the Selling Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Selling Founder's Notice and on the same price per share on a common equivalent basisNotice, a portion of the Stock Shares being sold to the Proposed TransfereeOfferor, in the same proportion as such the Selling Founder or such Participating InvestorParty's ownership of Stock on a common equivalent basis Shares bears to the aggregate amount number of Stock Shares owned by the Selling Founder and the Participating Investors on a common equivalent basisParties. The transaction contemplated by the Selling Founder's Notice shall be consummated not later than 60 days after the expiration of the Option Period. (b) 5.2 If the Participating Investors Parties do not elect to sell the full amount number of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock Shares which they are entitled to sell pursuant to Section 6(a)5.1, the Selling Founder shall be entitled to sell to the Proposed TransfereeOfferor, according to the terms set forth in the Selling Founder's Notice, that number of his its own Shares which equals the difference between the amount number of Stock Shares desired to be purchased by the Proposed Transferee Offeror and the number of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock Shares the Participating Investors Parties wish to sell, in each case on a common equivalent basis. (c) . If the Selling Founder wishes to sell sell, transfer or otherwise transfer dispose of any of his such Shares at a price per Share which differs from that set forth in the Selling Founder's Notice, upon terms different from those previously offered to set forth in the Corporation and the InvestorsNotice, or more than 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Shares the Selling Founder must first be offered offer the Stockholders the opportunity to the Corporation and the Investors sell Shares on the same terms and conditions as given the Proposed TransfereeOfferor, and the Investors must first be offered the opportunity to participate in such transaction, in accordance with the procedures and time periods set forth above. 5.3 The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 5 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Parties if the Selling Founder had complied with this Agreement.