Common use of Co-Sale Clause in Contracts

Co-Sale. (a) Prior to an IPO or Deemed Winding Up, in the event that a Selling Stockholder holding at least 225,000 shares of Common Stock (on an as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, the “Seller”) proposes to Transfer any shares of the Company’s capital stock then held by such Seller (the “Co-Sale Stock”) (other than to a Permitted Transferee) and (ii) the rights of first refusal set forth in Section 4 are not fully exercised, the Seller shall give each Investor (a “Co-Sale Rights Holder”) a written notice stating the material terms and conditions (including the number of Co-Sale Stock, the name of the prospective buyer(s), the intended date of the proposed Transfer, the price and form of consideration) (the “Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Sale Rights Holders shall have been given the opportunity, exercisable within fourteen (14) days from the date of receipt of the Co-Sale Notice to the Co-Sale Rights Holders, to Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Co-Sale Notice, all or any part of its Co-Sale Pro Rata Share (as defined below) of the Co-Sale Stock. Co-Sale Rights Holders who fail to notify the Seller within fourteen (14) days after receipt of the Co-Sale Notice shall be deemed to have waived their rights in full

Co-Sale. (a) Prior to an IPO or Deemed Winding UpTag-Along Rights. Any Member may, in the event that a Selling Stockholder holding at least 225,000 shares of Common Stock (on an as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, the “Seller”) proposes to Transfer any shares within 20 ------------------------ days of the Company’s capital stock then held by such Seller (receipt of the “Co-Sale Stock”) (other than to a Permitted Transferee) and (ii) the rights of first refusal set forth in Section 4 are not fully exercisedNotice, the Seller shall give each Investor (a “Co-Sale Rights Holder”) a written notice stating the material terms and conditions (including the number of Co-Sale Stockeach, the name of the prospective buyer(s), the intended date of the proposed Transfer, the price and form of consideration) (the “a "Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Sale Rights Holders shall have been given the opportunity, exercisable within fourteen (14") days from the date of receipt of the Co-Sale Notice to the CoTransferring Member that such Non-Sale Rights Holders, Transferring Member wishes to participate in such proposed Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Sale Notice, which Co-Sale Notice shall specify the Offered Units such Non- Transferring Member desires to include in such proposed Transfer. (a) If the Transferring Member does not receive any timely Co-Sale Notices with respect to the Transfer proposed in the Sale Notice, then the Transferring Member may Transfer such Offered Units on the terms and conditions set forth in the Sale Notice at any time within 30 days after expiration of the 20-day period for giving Co-Sale Notices with respect to such Transfer. Any Offered Units not Transferred by the Transferring Member during such 30-day period will again be subject to the provisions of this Section 15.3 upon subsequent Transfer. Should the Transferring Member receive one or more timely Co-Sale Notices, then the Transferring Member shall use all reasonable efforts to cause the prospective transferee(s) to agree to acquire all such additional Units on the same terms and conditions as applicable to the Offered Units. If the prospective transferee(s) is unwilling or unable to acquire all such additional Units upon such terms, then the Transferring Member may elect either to cancel such proposed Transfer or to allocate the maximum number of Units that the prospective transferee(s) is willing to purchase among the Transferring Member and each Non-Transferring Member that gave timely Co-Sale Notices in the proportion of the Fully-Diluted Percentage Interests owned by each such Non-Transferring Member bears to the Fully-Diluted Percentage Interests owned by all such Non-Transferring Members (not to exceed, however, with respect to any such Non-Transferring Member, the amount of Offered Units proposed to be transferred in such Non-Transferring Member's Co-Sale Notice, all or any part as the case may be) and to consummate such Transfer on those terms. (b) Notwithstanding the provisions of its Co-Sale Pro Rata Share (as defined below) of this Section 15.3, the Co-Sale Stock. Co-Sale Rights Holders who fail to notify the Seller within fourteen (14) days after receipt of the Co-Sale Notice Class A Member shall be deemed subject to have waived their rights in fullSection 15.3 for the three year period after the Effective Date. After the end of such three year period, one-third of any Units held by the Class A Member at such time shall become cumulatively excluded from the provisions of Section 15.3 per year over the next three years.

Co-Sale. (a) Prior The Company and the Olims shall deliver to an IPO each Holder not less than sixty (60) days prior to the proposed closing date or Deemed Winding Upthe proposed effective date of any proposed sale, in transfer, or conveyance of shares of the event that Common Stock by either of the Olims (any such proposed transaction, a Selling Stockholder holding at least 225,000 "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 (on an as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, the “Seller”) proposes to Transfer any shares of the Company’s capital stock then held by such Seller (the “Co-Sale Stock”) (other than to a Permitted Transferee) and (ii) the rights terms and conditions of first refusal set forth in Section 4 are not fully exercisedsuch sale, including, the Seller 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 give have the right (the "Co- Sale Right"), following the conversion of Shares and the exercise of warrants held by such Holder, to sell, at the same price and on the same terms as such proposed Shareholder Sale, such Holder's Pro Rata Co-Sale Share of Co-Sale Securities held by such Holder. (b) Not less than thirty (30) days prior to the closing date or effective date of such proposed Shareholder Sale, each Investor (a “Holder electing to exercise Co-Sale Rights Holder”) shall deliver to the Company and to each of the Olims a written notice stating setting forth the material terms and conditions (including the aggregate number of shares of Co-Sale Stock, Securities which such Holder elects to sell in connection with such Shareholder Sale. (c) Subject to compliance by the name of the prospective buyer(s), the intended date of the proposed Transfer, the price Company and form of consideration) (the “Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Olims with the provisions of this Section 3.2, the Olims may consummate the Shareholder Sale Rights Holders shall have been given on the opportunity, exercisable within fourteen (14) days from the date of receipt of the Co-Sale Notice to the Co-Sale Rights Holders, to Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Co-Sale Notice; provided that if such Shareholder Sale is not consummated within ninety (90) days of the date of the Sale Notice, all or any part of its Co-Sale Pro Rata Share (as defined below) the Company and each of the Co-Sale Stock. Co-Sale Rights Holders who fail Olims must comply again with the provisions of this Section 3.2 with respect to notify such Shareholder Sale. (d) The provisions of this Section 3.2 shall not apply to, and shall terminate, upon the Seller within fourteen (14) days after receipt consummation of the Co-Sale Notice shall be deemed to have waived their rights in fulla Qualified Public Offering.