Common use of Effect of Failure to Comply Clause in Contracts

Effect of Failure to Comply. (1) Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Agreement). (2) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder purports to sell any Capital Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investor, in addition to such remedies as may be available by law, in equity or hereunder, has the right to require such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided below, and such Affected Holder will be bound by the terms of such right. If an Affected Holder makes a Prohibited Transfer, each Major Investor may require such Affected Holder to purchase from such Major Investor the type and number of shares of Capital Stock that such Major Investor would have been entitled to sell to the Prospective Transferee under Section 2(b) had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b).

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties Parties hereto unconditionally and irrevocably agree that any non-breaching party Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2b) If any Affected Holder Founder becomes obligated to sell any Capital Stock Shares to the Company under this Agreement and fails to deliver such Capital Stock Shares in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder Founder the purchase price for such Capital Stock Shares as is herein specified and cancel on its books or registers the certificate or certificates representing the Capital Stock Shares to be sold. (3c) If any Affected Holder Founder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investorthe Investors, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected Holder Transferor to purchase shares of Capital Stock Shares from such Major Investorthe Investors, as provided below, and such Affected Holder Transferor will be bound by the terms of such rightoption. If an Affected Holder a Transferor makes a Prohibited Transfer, each Major Investor the Investors, upon timely exercise of their Right of Co-Sale under Section 6.3, may require such Affected Holder Transferor to purchase from such Major Investor the Investors the type and number of shares of Capital Stock Shares that such Major Investor the Investors would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investors learn of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Transferor shall also reimburse the Investors for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investors’ rights under Section 6.3.

Effect of Failure to Comply. (1) Any Proposed Transfer transfer not made in compliance with the requirements of Sections 6.1 through 6.4 of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Transfer Stock not made in strict compliance with this Agreement). (2) . If any Affected Existing Holder becomes obligated to sell any Capital Stock Shares to the Company or any Investor under this Agreement and fails to deliver such Capital Stock Shares in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Affected Existing Holder the purchase price for such Capital Stock Shares as is herein specified and cancel transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on its the Company’s books the certificate or certificates representing the Capital Stock Shares to be sold. (3) . If any Affected Existing Holder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major InvestorInvestor who desires to exercise its Right of Co-Sale under Section 6.4 may, in addition to such remedies as may be available by law, in equity or hereunder, has the right to require such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided below, and such Affected Holder will be bound by the terms of such right. If an Affected Holder makes a Prohibited Transfer, each Major Investor may require such Affected Existing Holder to purchase from such Major Investor the type and number of shares of Capital Stock Shares that such Major Investor would have been entitled to sell to the Prospective Transferee prospective transferee under Section 2(b) 6.4 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.4. The sale will be made on the same terms and subject to the same conditions as would have applied had the Existing Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 6.4. Such Existing Holder shall also reimburse each Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 6.4.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties Parties hereto unconditionally and irrevocably agree that any non-breaching party Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2b) If any Affected Holder Ordinary Shareholder becomes obligated to sell any Capital Stock Shares to the Company under this Agreement and fails to deliver allot such Capital Stock Shares in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder Ordinary Shareholder the purchase price for such Capital Stock Shares as is herein specified and cancel on its books or registers of members the certificate or of certificates representing the Capital Stock shares to be sold. (3c) If any Affected Holder Ordinary Shareholder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major InvestorEligible Holder, in addition to such remedies as may be available by lawLaws, in equity or hereunder, has the right is entitled to require such Affected Holder Transferor to purchase shares of Capital Stock Shares from such Major Investorthe Eligible Holder, as provided below, and such Affected Holder Transferor will be bound by the terms of such rightoption. If an Affected Holder a Transferor makes a Prohibited Transfer, each Major Investor Eligible Holder upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Affected Holder Transferor to purchase from such Major Investor Eligible Holder the type and number of shares of Capital Stock Shares that such Major Investor Eligible Holder would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Eligible Holder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Transferor shall also reimburse such Eligible Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s Right of Co-sale under Section 6.3.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Common Stock not made in strict compliance with this Agreement). (2b) If any Affected Holder Stockholder becomes obligated to sell any Capital Common Stock to the Company under this Agreement and fails to deliver such Capital Common Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder Stockholder the purchase price for such Capital Common Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Common Stock to be sold. (3c) If any Affected Holder Stockholder purports to sell any Capital Common Stock in contravention of the Right terms of Co-Sale this Agreement (a “Prohibited Transfer”), each Major Investorthe Company or a Key Holder, as the case may be, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require the following actions of such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided belowStockholder, and such Affected Holder Stockholder will be bound by the terms of such right. option: (i) If an Affected a Stockholder makes a Prohibited Transfer, a Key Holder or the Company, as the case may be, who timely exercises his, her or its Right of First Refusal under Sections 5.1 and 5.2 may require such Stockholder, to sell to the other Key Holder or the Company, as the case may be, the number of shares of Common Stock that such other Key Holder or the Company, as the case may be, would have been entitled to purchase under Sections 5.1 and 5.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Sections 5.1 and 5.2. (ii) If a Key Holder makes a Prohibited Transfer, each Major Investor the other Key Holder that timely exercises its Right of Co-Sale under Section 5.4 may require such Affected Key Holder to purchase from such Major Investor it the type and number of shares of Capital Common Stock that such Major Investor Key Holder would have been entitled to sell to the Prospective Transferee under Section 2(b) 5.4 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)5.4. In each case, the sale will be made on the same terms and subject to the same conditions as would have applied had the Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the shares or the purchase price, as the case may be) must be made within ninety (90) days after the Company or the other Key Holder, as the case may be, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Sections 5.1, 5.2, 5.3, 5.4, or 5.5 as the case may be. Such Stockholder shall also reimburse the other Key Holder and the Company, as the case may be, for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Key Holder’s or the Company’s, as the case may be, rights under Sections 5.1, 5.2, 5.3, 5.4, or 5.5 as the case may be.

Effect of Failure to Comply. (1a) Any Proposed Key Holder Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2b) If any Affected Key Holder becomes obligated to sell any Capital Stock Shares to the Company Investors under this Agreement and fails to deliver such Capital Stock Shares in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Key Holder the purchase price for such Capital Stock Shares as is herein specified and the Company shall then cancel on its books or registers the certificate or certificates representing the Capital Stock Shares to be sold. (3c) If any Affected Key Holder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major InvestorInvestor and each Key Holder (other than the selling Key Holder), in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected the selling Key Holder to purchase shares of Capital Stock Shares from such Major Investorthe Investors or the other Key Holders, as the case may be, as provided below, and such Affected the selling Key Holder will be bound by the terms of such rightoption. If an Affected a Key Holder makes a Prohibited Transfer, each Major Investor and each Key Holder (other than the selling Key Holder) upon timely exercise of its Right of Co-Sale under Section 6.2 may require such Affected the selling Key Holder to purchase from such Major Investor or such Key Holder, as the case may be, the type and number of shares of Capital Stock Shares that such Major Investor or such Key Holder would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.2. The sale will be made on the same terms and subject to the same conditions as would have applied had the selling Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor or each of the other Key Holders learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.2. The selling Key Holder shall also reimburse such Investor or such Key Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s or such Key Holder’s rights under Section 6.2.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties Parties hereto unconditionally and irrevocably agree that any non-breaching party Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2b) If any Affected Holder Party becomes obligated to sell any Capital Stock Shares to the Company or any Preferred Shareholder under this Agreement and fails to sell and deliver such Capital Stock Shares in accordance with the terms of this Agreement, the Company and/or such Preferred Shareholder may, at its option, in addition to all other remedies it may have, send to such Affected Holder Party the purchase price for such Capital Stock Shares as is herein specified and cancel transfer to the name of the Company or such Preferred Shareholder, and the Company shall, and the Founders shall cause the Company to, effect such transfer in the name of a Preferred Shareholder, on its the Company’s books the certificate any certificates, instruments, or certificates book entry representing the Capital Stock Transfer Shares to be sold. (3c) If any Affected Holder Founder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investorof the Preferred Shareholders, in addition to such remedies as may be available by lawLaw, in equity or hereunder, has the right is entitled to require such Affected Holder Transferor to purchase shares of Capital Stock Shares from such Major Investorthe Preferred Shareholders, as provided below, and such Affected Holder Transferor will be bound by the terms of such rightoption. If an Affected Holder a Transferor makes a Prohibited Transfer, each Major Investor the Preferred Shareholders upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Affected Holder Transferor to purchase from such Major Investor the Preferred Shareholders the type and number of shares of Capital Stock Shares that such Major Investor the Preferred Shareholder would have been entitled to sell to the Prospective Transferee under Section 2(b) had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3 had the Prohibited Transfer been effected. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after such Preferred Shareholder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Transferor shall also reimburse the Preferred Shareholder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Preferred Shareholder’s rights under Section 6.3.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Agreement). (2b) If any Affected Holder Stockholder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder Stockholder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3c) If any Affected Holder Stockholder purports to sell any Capital Stock in contravention of the Right terms of Co-Sale this Agreement (a “Prohibited Transfer”), each Major Investorthe Company or Acorn Energy, as the case may be, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require the following actions of such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided belowStockholder, and such Affected Holder Stockholder will be bound by the terms of such right. option: (i) If an Affected Holder a Stockholder makes a Prohibited Transfer, each Major Investor Acorn Energy or the Company, as the case may be, who timely exercises its Right of First Refusal under Sections 2.1 and 2.2 may require such Affected Holder Stockholder, to purchase from such Major Investor sell to Acorn Energy or the type and Company, as the case may be, the number of shares of Capital Stock that such Major Investor Acorn Energy or the Company, as the case may be, would have been entitled to sell to the Prospective Transferee purchase under Section 2(b) Sections 2.1 and 2.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)Sections 2.1 and 2.2. In each case, the sale will be made on the same terms and subject to the same conditions as would have applied had the Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the shares or the purchase price, as the case may be) must be made within ninety (90) days after the Company or Acorn Energy, as the case may be, learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Sections 2.1, 2.2, 2.3, 2.4, or 2.5 as the case may be. Such Stockholder shall also reimburse Acorn Energy and the Company, as the case may be, for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of Acorn Energy ‘s or the Company’s, as the case may be, rights under Sections 2.1, 2.2, 2.3, 2.4, or 2.5 as the case may be.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on in the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto Party acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto Parties for which monetary damages alone could not adequately compensate. Therefore, the parties hereto Parties unconditionally and irrevocably agree that any non-breaching party Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers Transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2b) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all Shareholder other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder than an Investor purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale Clause 10.1 and Clause 10.2 (a “Prohibited Transfer”), each Major Investor, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected Holder Shareholder to purchase shares of Capital Stock Shares from such Major Investorit, as provided below, and such Affected Holder will Shareholder shall be bound by the terms of to purchase such rightShares from such Investor. If a Shareholder other than an Affected Holder Investor makes a Prohibited Transfer, each Major Investor may require such Affected Holder Shareholder to purchase from such Major Investor Investor, the type and number of shares of Capital Stock Shares that such Major Investor would have been entitled to sell to the Prospective prospective Transferee under Section 2(b) Clause 10.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)Clause 10.2. The sale will be made on the same terms and subject to the same conditions as would have applied had such Shareholder not made the Prohibited Transfer. Such Shareholder shall also reimburse such Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor's Tag Along Right. (c) No Transfer of any Shares by any Selling Shareholder to any Transferee (not being an Investor or its Affiliates) pursuant to this Agreement shall be effective until such third party Transferee has agreed in writing to be bound by the terms and conditions of this Agreement as a Shareholder hereto and has assumed all rights and obligations of the Selling Shareholder in form reasonably acceptable to the Investors.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6 and Section 7.3) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2b) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder Transferor purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major InvestorCo-Sale Eligible Holder, in addition to such remedies as may be available by lawLaw, in equity or hereunder, has the right is entitled to require such Affected Holder Transferor to purchase shares of Capital Stock Shares from such Major Investorthe Co-Sale Eligible Holder, as provided below, and such Affected Holder Transferor will be bound by the terms of such rightoption. If an Affected Holder a Transferor makes a Prohibited Transfer, each Major Investor Co-Sale Eligible Holder upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Affected Holder Transferor to purchase from such Major Investor Eligible Holder the type and number of shares of Capital Stock Shares that such Major Investor Co-Sale Eligible Holder would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Co-Sale Eligible Holder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Transferor shall also reimburse such Co-Sale Eligible Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Co-Sale Eligible Holders’ rights under Section 6.3.

Effect of Failure to Comply. (1) Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Agreement). (2) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder Member purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “"Prohibited Transfer”"), each Major Investor, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected Holder Member to purchase shares of Capital Stock Shares from such Major Investor, Investor as provided below, and such Affected Holder Member will be bound by the terms of such rightoption. If an Affected Holder a Member makes a Prohibited Transfer, each Major Investor who timely exercises its Right of Co-Sale under Section 3(b) may require such Affected Holder Member to purchase from such Major Investor the type and number of shares of Capital Stock Shares that such Major Investor would have been entitled to sell to the Prospective Transferee under Section 2(b3(b) had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b3(b). (3) Within 90 days after the date on which an Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, make reasonable arrangements to deliver to the selling Member, the certificate or certificates representing the Shares to be transferred, each certificate to be properly endorsed for transfer. (4) Such selling Member shall, upon receipt of the certificate or certificates for the Shares to be transferred by an Investor pursuant to this Section 3(c), pay the aggregate purchase price therefor in cash or by other means acceptable to such Investor.

Effect of Failure to Comply. (1a) Any Proposed Transfer or Proposed Investor Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement Section 6 would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law Law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this AgreementSection 6). (2b) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder Restricted Shareholder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investor, in addition to such remedies as may be available by lawLaw, in equity or hereunder, has the right is entitled to require such Affected Holder Restricted Shareholder to purchase shares of Capital Stock Shares from such Major Investorthe Investors, as provided below, and such Affected Holder Restricted Shareholder will be bound by the terms of such rightoption. If an Affected Holder a Restricted Shareholder makes a Prohibited Transfer, each Major Investor upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Affected Holder Restricted Shareholder to purchase from such Major Investor the type and number of shares of Capital Stock Shares that such Major Investor would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Restricted Shareholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Restricted Shareholder shall also reimburse such Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 6.3.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties Parties hereto unconditionally and irrevocably agree that any non-breaching party Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2b) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder Existing Shareholder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major InvestorEligible Holder, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected Holder Transferor to purchase shares of Capital Stock Shares from such Major Investorthe Eligible Holder, as provided below, and such Affected Holder Transferor will be bound by the terms of such rightoption. If an Affected Holder a Transferor makes a Prohibited Transfer, each Major Investor Eligible Holder upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Affected Holder Transferor to purchase from such Major Investor Eligible Holder the type and number of shares of Capital Stock Shares that such Major Investor Eligible Holder would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Eligible Holder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Transferor shall also reimburse such Eligible Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 6.3.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Agreement). (2b) If any Affected Holder Stockholder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder Stockholder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3c) If any Affected Holder Stockholder purports to sell any Capital Stock in contravention of the Right terms of Co-Sale this Agreement (a “Prohibited Transfer”), each Major Investorthe Company or Acorn Energy, as the case may be, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require the following actions of such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided belowStockholder, and such Affected Holder Stockholder will be bound by the terms of such right. option: (i) If an Affected Holder a Stockholder makes a Prohibited Transfer, each Major Investor Acorn Energy or the Company, as the case may be, who timely exercises its Right of First Refusal under Sections 2.1 and 2.2 may require such Affected Holder Stockholder, to purchase from such Major Investor sell to Acorn Energy or the type and Company, as the case may be, the number of shares of Capital Stock that such Major Investor Acorn Energy or the Company, as the case may be, would have been entitled to sell to the Prospective Transferee purchase under Section 2(b) Sections 2.1 and 2.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)Sections 2.1 and 2.

Effect of Failure to Comply. (1) 7.1. Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party Party hereto acknowledges and agrees that any breach of this Agreement would shall result in substantial harm to the other parties Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties Parties hereto unconditionally and irrevocably agree that any non-breaching party Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2) 7.2. If any Affected Holder Shareholder becomes obligated to sell any Capital Stock to the Company shares under this Agreement and fails fail to deliver such Capital Stock Shares in accordance with the terms of this Agreement, the Company purchaser may, at its option, in addition to all other remedies it may have, send to such Affected Holder Shareholder the purchase price for such Capital Stock Shares, as is herein specified and the Company shall cancel on its books the certificate or certificates representing the Capital Stock Shares to be sold. (3) 7.3. If any Affected Holder Shareholder purports to sell any Capital Stock Shares in contravention of the Right terms of Co-Sale this Agreement (a “Prohibited Transfer”), each the Major InvestorShareholders and the Significant Individual Shareholders, in addition to such remedies as may be available by law, in equity or hereunder, has the right to require such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided below, and such Affected Holder will be bound by the terms of such right. If an Affected Holder makes a Prohibited Transfer, each Major Investor may require such Affected Holder Shareholder to purchase from such sell to the Major Investor Shareholders and to the type and Significant Individual Shareholders the number of shares of Capital Stock Shares that such the Major Investor Shareholders and the Significant Individual Shareholders would have been entitled to sell to the Prospective Transferee purchase under Section 2(b) this Agreement, had the Prohibited Transfer been effected affected pursuant to to, and in compliance with with, the terms of Section 2(b)this Agreement. In each case, the sale would be made on the same terms, and subject to the same conditions, as would have applied had the Shareholder not made the Prohibited Transfer, expect that the sale (including, without limitation, the delivery of the Shares or the purchase price, as the case may be) must be made within 90 days after the Major Shareholder and the Significant Individual Shareholder learned of the Prohibited Transfer, as opposed to the time frame otherwise provided herein. Such Shareholder shall also reimburse the Major Shareholders and the Significant Individual Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the Major Shareholders’ and the Significant Individual Shareholders’ rights hereunder.

Effect of Failure to Comply. (1) 8.1 Any Proposed proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto Party acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto Parties unconditionally and irrevocably agree that any non-breaching party hereto Party shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Transfer Shares not made in strict compliance with this Agreement). (2) 8.2 If any Affected Holder Party becomes obligated to sell any Capital Stock Transfer Shares to the Company any Beneficiary under this Agreement and fails to deliver such Capital Stock Transfer Shares in accordance with the terms of this Agreement, the Company such Beneficiary may, at its option, in addition to all other remedies it may have, send to such Affected Holder Party the purchase price for such Capital Stock Transfer Shares as is herein specified and cancel transfer to the name of such Beneficiary (or request that the Company effect such transfer in the name of such Beneficiary) on its the Company’s books the certificate any certificates, instruments, or certificates book entry representing the Capital Stock Transfer Shares to be sold. (3) 8.3 If any Affected Holder Party purports to sell any Capital Stock Transfer Shares in contravention of the Tag-along Right of Co-Sale (a “Prohibited Transfer”), each Major InvestorNon-Selling Shareholder who desires to exercise its Tag-along Right may, in addition to such remedies as may be available by law, in equity or hereunder, has the right to require such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided below, and such Affected Holder will be bound by the terms of such right. If an Affected Holder makes a Prohibited Transfer, each Major Investor may require such Affected Holder Party to purchase from such Major Investor Non-Selling Shareholder the type and number of shares of Capital Stock Shares that such Major Investor Non-Selling Shareholder would have been entitled to sell to the Prospective Transferee under Section 2(b) Acquirer had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)7. The sale will be made on the same terms, and subject to the same conditions as would have applied had the Party not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Non-Selling Shareholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 7. Such Party shall also reimburse each Non-Selling Shareholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Shareholder’s rights under Sections 7 and 8.

Effect of Failure to Comply. (1) Any Proposed Transfer transfer of Shares not made in compliance with the requirements of this Agreement shall be null and void ab initiovoid, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges The Stockholder agrees that, to ensure compliance with the transfer restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and agrees that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. If the Stockholder becomes obligated to sell any Shares to the Company or any of its permitted transferees or assigns under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, the Company or such permitted transferee or assign may, at its option, in addition to all other remedies it may have, send to the Stockholder the purchase price for such Shares as is herein specified and transfer to the name of the Company or such permitted transferee or assign (or request that the Company effect such transfer in the name of such permitted transferee or assign) on the Company’s books the certificate or certificates representing the Shares to be sold (or, in the case of any Shares that are not represented by certificates, make such other notations on the Company’s books as shall be necessary to effect such transfer). The Stockholder and the Company acknowledge and agree that any breach of this Agreement would result in substantial harm to the other parties hereto Company and/or the Stockholder for which monetary damages alone could not adequately compensate. Therefore, the parties hereto Stockholder and the Company unconditionally and irrevocably agree that any non-breaching party hereto the Company and the Stockholder shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock Sales not made in strict compliance with this Agreement). (2) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder purports to sell any Capital Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investor, in addition to such remedies as may be available by law, in equity or hereunder, has the right to require such Affected Holder to purchase shares of Capital Stock from such Major Investor, as provided below, and such Affected Holder will be bound by the terms of such right. If an Affected Holder makes a Prohibited Transfer, each Major Investor may require such Affected Holder to purchase from such Major Investor the type and number of shares of Capital Stock that such Major Investor would have been entitled to sell to the Prospective Transferee under Section 2(b) had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b).

Effect of Failure to Comply. (1a) Any Proposed Founder Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Agreement). (2b) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder Founder purports to sell any Capital Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investor, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected Holder Founder to purchase shares of Capital Stock from such Major Investor, as provided below, and such Affected Holder Founder will be bound by the terms of such rightoption. If an Affected Holder a Founder makes a Prohibited Transfer, each Major Investor who timely exercises his, her or its Right of Co-Sale under Section 6.2 may require such Affected Holder Founder to purchase from such Major Investor the type and number of shares of Capital Stock that such Major Investor would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.2. The sale will be made on the same terms and subject to the same conditions as would have applied had the Founder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 6.2. Such Key Holder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 6.2.

Effect of Failure to Comply. (1a) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Agreement). (2b) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder Transferor purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major InvestorEligible Holder, in addition to such remedies as may be available by lawLaw, in equity or hereunder, has the right is entitled to require such Affected Holder Transferor to purchase shares of Capital Stock Shares from such Major Investorthe Eligible Holder, as provided below, and such Affected Holder Transferor will be bound by the terms of such rightoption. If an Affected Holder a Transferor makes a Prohibited Transfer, each Major Investor Eligible Holder upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Affected Holder Transferor to purchase from such Major Investor Eligible Holder the type and number of shares of Capital Stock Shares that such Major Investor Eligible Holder would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Eligible Holder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Transferor shall also reimburse such Eligible Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Eligible Holder’s rights under Section 6.3.

Effect of Failure to Comply. (1a) Each Party hereto acknowledges and agrees that any Transfer of Equity Securities shall comply in full with the provisions under this Section 6. (b) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each party Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties Parties hereto unconditionally and irrevocably agree that any non-breaching party Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers Transfers of Capital Stock Shares not made in strict compliance with this Agreement). (2c) If any Affected Holder Restricted Shareholder becomes obligated to sell any Capital Stock Shares to the Company ROFR Eligible Holder and/or Participating ROFR Eligible Holders under this Agreement and other agreements entered into by and between the Company and such Restricted Shareholder and fails to deliver such Capital Stock Shares in accordance with the terms of this AgreementAgreement and such other agreements, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder Restricted Shareholder the purchase price for such Capital Stock Shares as is herein or therein specified and cancel on its books or register the certificate or of certificates representing the Capital Stock Shares to be soldsold and update its register of members accordingly. (3d) If any Affected Holder Restricted Shareholder purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investorthe Co-Sale Eligible Holders, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected Holder Transferor to purchase shares of Capital Stock Shares from such Major Investorthe Co-Sale Eligible Holders, as provided below, and such Affected Holder the Transferor will be bound by the terms of such rightoption. If an Affected Holder a Transferor makes a Prohibited Transfer, each Major Investor the Co-Sale Eligible Holders upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Affected Holder Transferor to purchase from such Major Investor the Co-Sale Eligible Holders the type and number of shares of Capital Stock Shares that such Major Investor Co-Sale Eligible Holder would have been entitled to sell to the Prospective Transferee under Section 2(b) 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b)6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Co-Sale Eligible Holder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3. Such Transferor shall also reimburse such Co-Sale Eligible Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 6.3.

Effect of Failure to Comply. (1) Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Agreement). (2) If any Affected Holder becomes obligated to sell any Capital Stock to the Company under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Affected Holder the purchase price for such Capital Stock as is herein specified and cancel on its books the certificate or certificates representing the Capital Stock to be sold. (3) If any Affected Holder Member purports to sell any Capital Stock Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Major Investor, in addition to such remedies as may be available by law, in equity or hereunder, has the right is entitled to require such Affected Holder Member to purchase shares of Capital Stock Shares from such Major Investor, Investor as provided below, and such Affected Holder Member will be bound by the terms of such rightoption. If an Affected Holder a Member makes a Prohibited Transfer, each Major Investor who timely exercises its Right of Co-Sale under Section 3(b) may require such Affected Holder Member to purchase from such Major Investor the type and number of shares of Capital Stock Shares that such Major Investor would have been entitled to sell to the Prospective Transferee under Section 2(b3(b) had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2(b3(b). (3) Within 90 days after the date on which an Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, make reasonable arrangements to deliver to the selling Member, the certificate or certificates representing the Shares to be transferred, each certificate to be properly endorsed for transfer. (4) Such selling Member shall, upon receipt of the certificate or certificates for the Shares to be transferred by an Investor pursuant to this Section 3(c), pay the aggregate purchase price therefor in cash or by other means acceptable to such Investor.