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.