Common use of Grant of Co-Sale Rights Clause in Contracts

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Stockholder) shall have the right, exercisable upon written notice to the Selling Stockholder within ten days after receipt of the Selling Stockholder's Sale Notice, to participate in such sale of the Sale Shares on the same terms and conditions as those set forth in the Sale Notice. To the extent any other Stockholder exercises such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholders, the number of shares of Sale Shares that the Selling Stockholder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder shall be subject to the terms and conditions set forth in this Section 5.02. (a) Each Participating Stockholder and the Selling Stockholder shall be deemed to own the number of shares of Common Stock that it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice. (b) Each Participating Stockholder may sell all or any part of a number of Sale Shares equal to the product obtained by multiplying (i) the aggregate number of Sale Shares by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be owned by such Participating Stockholder and the denominator of which is the total number of outstanding shares of Common Stock of the Company deemed to be owned by all Stockholders. (c) Each Participating Stockholder may effect its participation in the sale by delivering to the Selling Stockholder for transfer to the acquirer one or more certificates, properly endorsed for transfer, which represent: (i) the number of shares that it elects to sell pursuant to this Section 5.02; (ii) that number of shares of convertible securities of the Company that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any; provided, however, that if the acquirer objects to the delivery of convertible securities of the Company in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder.

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Major Stockholder) shall have the right, exercisable upon written notice to the Selling Major Stockholder within ten thirty days after receipt of the Selling Major Stockholder's Sale Notice, to participate in such sale of the Sale Shares on the same terms and conditions as those set forth in the Sale Notice. To the extent any other Stockholder exercises such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholders), the number of shares of Sale Shares that the Selling Major Stockholder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder shall be subject to the terms and conditions set forth in this Section 5.026.2. (a) Each Participating Stockholder and the Selling Major Stockholder shall be deemed to own the number of shares of Common Stock that it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice. (b) Each Participating Stockholder may sell all or any part of a number of Sale Shares equal to the product obtained by multiplying (i) the aggregate number of Sale Shares by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be owned by such Participating Stockholder and the denominator of which is the total number of outstanding shares of Common Stock of the Company deemed to be owned by the Selling Major Stockholder and all Participating Stockholders. (c) Each Participating Stockholder may effect its participation in the sale by delivering to the Selling Major Stockholder for transfer to the acquirer one or more certificates, properly endorsed for transfer, which represent: (i) the number of shares that it elects to sell pursuant to this Section 5.026.2; (ii) that number of shares of convertible securities of the Company that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any6.2; provided, however, that if the acquirer objects to the delivery of convertible securities of the Company in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder.

Grant of Co-Sale Rights. (a) If a Founder proposes to sell or transfer any shares of Common Stock now owned by the selling Founder (the shares subject to such offer to be hereafter called the "Stock" and the selling Founder to be called the "Selling Party") in one or more related transactions, then, such Party shall promptly deliver written notice (the "Co-Sale Notice") to each of the Series C Purchasers at least twenty (20) days prior to the closing of such sale or transfer. For purposes of this Section 4, "Common Stock" shall mean (i) the Company's Common Stock (including Conversion Shares), whether now owned or hereafter acquired by a Founder, (ii) shares of Common Stock issuable upon conversion of the Shares or any other outstanding convertible securities. The Co-Sale Notice shall describe in reasonable details the proposed sale or transfer including, without limitation, the number of shares of Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid and the name and address of each prospective purchaser or transferee. (b) Each Stockholder (other than the Selling Stockholder) Series C Purchaser shall have the right, exercisable upon written notice to the such Selling Stockholder Party within ten (10) days after receipt of the Selling Stockholder's Sale Notice, to participate in such sale of the Sale Shares Stock on the same terms and conditions as those set forth in the Sale Noticeprovided that no Series C Purchaser shall be required to make any representation or warranties or perform any undertakings other than with respect to its title and authority. To the extent any other Stockholder exercises one or more of the Series C Purchasers exercise such right of participation (a "Participating Stockholder") in accordance with the terms and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholdersconditions set forth below, the number of shares of Sale Shares Stock that the Selling Stockholder Party may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder shall be subject to the terms and conditions set forth in this Section 5.02. (ac) Each Participating Stockholder and the Selling Stockholder shall be deemed Series C Purchaser who elects to own the number participate in a sale of shares of Common Stock that it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice. under this Section 4 (ba "Participant") Each Participating Stockholder may sell all or any part of a that number of Sale Shares shares of Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Stock covered by the Co-Sale Shares Notice by (ii) a fraction, fraction the numerator of which is the number of shares of Common Stock (on a fully-diluted, as converted basis) owned by the Series C Purchaser at the time of the Company deemed to be owned by such Participating Stockholder sale or transfer and the denominator of which is the total number of outstanding shares of Common Stock owned by the Founders and the Series C Purchasers (including the Selling Party) (on a fully-diluted, as converted basis) at the time of the Company deemed to be owned by all Stockholderssale or transfer. (cd) If any Series C Purchaser fails to elect to fully participate in the Selling Party's sale pursuant to this Section 4.1, the Selling Party shall promptly give notice of such failure and the aggregate number of shares that the non-participating Series C Purchasers did not elect to sell (the "Unsold Portion') to each of the Participants. Such notice may be made by telephone if con- firmed in writing within five (5) days. The Participants shall have two (2) days from the date such notice was given to agree to sell their pro rata share of the Unsold Portion. After the expiration of the two (2) day period following the provision of notice to the Participants and without being subject to the provisions of this paragraph 4.1(d), the Selling Party shall have the right to sell or transfer the number of shares of Stock that is equivalent to the balance of the Unsold Portion that is not elected to be sold by the Participants. For purposes of this paragraph, a Participant's pro rata share shall be radio of (x) the number of shares of Common Stock (on a fully-diluted, as converted basis) held by such Participant to (y) the total number of shares of Common Stock (on a fully-diluted, as converted basis) held by all the Participants and the Selling Party. (e) Each Participating Stockholder may Participant shall effect its participation in the sale by promptly delivering to the Selling Stockholder Party for transfer to the acquirer prospective purchaser one or more certificates, certificates properly endorsed for transfer, which represent: (i) the type and number of shares that it of Common Stock which such Participant elects to sell pursuant to this Section 5.02;sell; or (ii) that number of Shares or other shares of convertible securities of the Company that Preferred Stock which is at such time convertible into the number of shares of Common Stock that it has elected which such Participant elects to sell pursuant to this Section 5.02, if anysell; provided, however, that if the acquirer prospective purchaser objects to the delivery of convertible securities of the Company such Shares or other Preferred Stock in lieu of Common Stock, such Participant shall convert such Shares or Preferred Stock into Common Stock upon the Participating Stockholder may, to closing of the extent permitted by the terms of such security, convert sale contemplated hereby and deliver Common Stock as provided in subparagraph (i4.1(e)(i) above; or. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (iiif) a combination The stock certificate or certificates that the Participant delivers to the Selling Party pursuant to paragraph 4.l(e) shall be transferred to the prospective purchaser in consummation of the foregoing that sale of the Stock pursuant to the terms and conditions specified in the aggregate represents Co-Sale Notice, and the number Selling Party shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of Common co-sale hereunder, the Selling Party shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, the Selling Party shall purchase such shares or other securities from such Participant. (g) The exercise or non-exercise of the rights of the Participants hereunder to be sold participate in one or more sales of Stock made by a Selling Party shall not adversely affect their rights to participate in subsequent sales of Stock subject to paragraph 4.1 (a). (h) Subject to the rights of the Series C Purchasers who have elected to participate in the sale of the Stock subject to the Co-Sale Notice, the Selling Party may, not later than sixty (60) days following delivery to the Company and each of the Series C Purchasers of the Notice, conclude a transfer of any or all of the Stock covered by the Participating StockholderNotice on terms and conditions not more favorable to the transferor than those described in the Notice. Any proposed transfer on terms and conditions more favorable than those described in the Co-Sale Notice, as well as any sub-sale rights of the Series C Purchasers and shall require compliance by the Selling Party with the procedures described in this Section 4.

Grant of Co-Sale Rights. Each Stockholder (other than Subject to the Selling Stockholder) provisions of Article III hereof, if a Transferring Founder proposes to enter into a transaction regarding the sale of Common Stock beneficially owned by such Transferring Founder, to the extent that the right of first refusal set forth under Article I is not exercised by the Investors, the Investors shall have the right, exercisable upon written notice to the Selling Stockholder Transferring Founder within ten thirty (30) days after receipt of from the Selling Stockholder's Sale NoticeTrigger Date, to participate in such sale of the Sale Shares Common Stock on the same terms and conditions as those set forth in the Sale Disposition Notice, and the Transferring Founder shall not consummate such sale of Stock except upon compliance with this Article II. To the extent any other Stockholder exercises Investors exercise such right of participation (a "Participating Stockholder"in accordance with Section 2.1(b) and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholdershereunder, the number of shares of Sale Shares Common Stock that the Selling Stockholder Transferring Founder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder shall be subject to the terms and conditions set forth in this Section 5.02. (a) Each Participating Stockholder and the Selling Stockholder The Investors shall be deemed to own the number of shares of Common Stock that it actually owns plus equal to the number of shares of Common Stock that are issuable upon conversion of any convertible securities shares of Preferred Stock then held by the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale NoticeInvestors. (b) Each Participating Stockholder Investor may sell all or any part of a number of Sale Shares shares of Common Stock of the Company equal to the product obtained by multiplying (i) the aggregate number of Sale Shares shares of * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Common Stock covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be at the time owned by such Participating Stockholder Investor and the denominator of which is the total combined number of outstanding shares of Common Stock of the Company deemed to be at the time owned by all Stockholdersthe Transferring Founder and the Investors. (c) Each Participating Stockholder The Investors may effect its their individual participation in the sale by delivering to the Selling Stockholder for transfer to the acquirer purchase offer or one or more certificates, properly endorsed for transfer, which represent: : (i) the number of shares of Common Stock that it elects to sell pursuant to this Section 5.02;2.1; or (ii) that number of shares of convertible securities of the Company Preferred Stock that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any2.1; provided, however, that if the acquirer purchase offeror objects to the delivery of convertible securities of the Company Preferred Stock in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, Investors shall convert and deliver Common Stock as provided in subparagraph subsection (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder.

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Transferring Stockholder) shall have the right, exercisable upon written notice to the Selling Transferring Stockholder within ten thirty days (30) after receipt of the Selling Transferring Stockholder's Sale Notice, to participate in such sale of the Sale Shares on the same terms and conditions as those set forth in the Sale Notice. To the extent any other Stockholder exercises such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholders), the number of shares of Sale Shares that the Selling Transferring Stockholder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder shall be subject to the terms and conditions set forth in this Section 5.023.2. (a) 3.2.1. Each Participating Stockholder and the Selling Transferring Stockholder shall be deemed to own the number of shares of Common Stock that he, she or it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any of the shares of Preferred Stock and other convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it such Participating Stockholder and the Transferring Stockholder at an exercise price as of the date of the sale which is less than the purchase price specified in the Sale Notice. (b) 3.2.2. Each Participating Stockholder may sell all or any part of a number of Sale Shares equal to the product obtained by multiplying (i) the aggregate number of Sale Shares by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be owned by such Participating Stockholder and the denominator of which is the total number of outstanding shares of Common Stock of the Company deemed to be owned by the Transferring Stockholder and all Participating Stockholders. (c) 3.2.3. Each Participating Stockholder may effect its participation in the sale by delivering to the Selling Transferring Stockholder for transfer to the acquirer one or more certificates, properly endorsed for transfer, which represent: (i) represent the number of shares that it elects to sell pursuant to this Section 5.02; (ii) that number of shares of convertible securities of the Company that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any; provided, however, that if the acquirer objects to the delivery of convertible securities of the Company in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder3.2.

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Stockholder) The Investor shall have the right, exercisable upon written notice to the Selling Stockholder Founder within ten thirty (30) days after receipt of the Selling StockholderFounder's Sale Notice, to participate in such sale of the Sale Shares on the same terms and conditions as those set forth in the Sale Notice. To the extent any other Stockholder exercises such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholders, the number of shares of Sale Shares that the Selling Stockholder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder the Investor shall be subject to the terms and conditions set forth in this Section 5.025.2. (a) Each Participating Stockholder The Investor and the Selling Stockholder Founder shall each be deemed to own the number of shares of Common Stock that it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice. (b) Each Participating Stockholder The Investor may sell all or any part of a number of Sale Shares equal to the product obtained by multiplying (i) the aggregate number of Sale Shares by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be owned by such Participating Stockholder the Investor and the denominator of which is the sum of (X) the total number of outstanding shares of Common Stock of the Company deemed to be owned by all Stockholdersthe Selling Founder and (Y) the total number of outstanding shares of Common Stock of the Company deemed to be owned by the Investor. (c) Each Participating Stockholder The Investor may effect its participation in the sale by delivering to the Selling Stockholder Founder for transfer to the acquirer one or more certificates, properly endorsed for transfer, which represent: (i) the number of shares that it elects to sell pursuant to this Section 5.025.2; (ii) that number of shares of convertible securities of the Company that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any5.2; provided, however, that if the acquirer objects to the delivery of convertible securities of the Company in lieu of Common Stock, the Participating Stockholder Investor may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating StockholderInvestor.

Grant of Co-Sale Rights. Each Stockholder (i) If any such proposed disposition of Target Shares which is subject to Section 2 is being made by a Selling Shareholder, all Investors (other than the Selling Stockholderany Investor exercising its rights of first refusal with respect to such disposition) shall have the right, exercisable upon written notice to the Selling Stockholder Shareholder within ten thirty (30) days after receipt of the Selling Stockholder's Sale Disposition Notice, to participate in such sale of the Sale Target Shares on the same terms and conditions as those set forth in the Sale Disposition Notice. To the extent any other Stockholder exercises the Investors exercise such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholdersparticipation, the number of shares of Sale Target Shares that the Selling Stockholder Shareholder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder the Investors shall be subject to the terms and conditions set forth in this Section 5.023. (aii) Each Participating Stockholder and the Selling Stockholder shall be deemed With regard to own the number sales of shares of Common Stock Target Shares that it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice.are: (bA) Each Participating Stockholder Common Stock, each Investor (other than any Investor exercising its rights of first refusal with respect to the applicable disposition) may sell all or any part of a number of Sale Shares shares of the capital stock of the Company held by such Investor equal to the product obtained by multiplying (i) the aggregate number of Sale Target Shares covered by the Disposition Notice that none of the Investors have elected to purchase pursuant to Section 2 by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be at the time owned by such Participating Stockholder Investor (assuming conversion of all securities then outstanding that are convertible into Common Stock held by such Investor) and the denominator of which is the total combined number of outstanding shares of Common Stock of the Company at the time deemed to be owned by the Selling Shareholder and all Stockholdersof the Investors that desire to exercise their rights of co-sale (assuming the conversion of all outstanding shares of Preferred Stock). (cB) Of a particular series of Preferred Stock, each Investor (other than any Investor exercising its rights of first refusal with respect to the applicable disposition) may sell all or any part of a number of shares of such series of Preferred Stock or shares of any series of Preferred Stock senior to or pari passu with the Target Shares based on a last in, first out basis, determined by the date on which such series of Preferred Stock was issued (e.g. shares of Series D Preferred Stock are senior to shares of Series C Preferred Stock), (collectively, the “Permitted Preferred Co-Sale Shares”), held by such Investor equal to the product obtained by multiplying (i) the aggregate number of Target Shares comprised of such series of Preferred Stock covered by the Disposition Notice that none of the Investors have elected to purchase pursuant to Section 2 by (ii) a fraction, the numerator of which is the number of shares of such series of Preferred Stock then outstanding and the denominator of which is the combined number of shares of Permitted Preferred Co-Sale Shares at the time deemed owned by the Selling Shareholder and all of the Investors that desire to exercise their rights of co-sale with regard to such series of Preferred Stock. (iii) Each Participating Stockholder Investor may effect its participation in the sale of Common Stock by delivering to the Selling Stockholder Shareholder for transfer to the acquirer purchase offeror one or more certificates, properly endorsed for transfer, which represent: (iA) the number of shares of Common Stock that it elects to sell pursuant to this Section 5.02;3(b); or (iiB) that number of shares of convertible securities of the Company Preferred Stock that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any3(b); provided, however, that if the acquirer purchase offeror objects to the delivery of convertible securities of the Company Preferred Stock in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, Investor may convert and deliver Common Stock as provided in subparagraph subsection (i) above; or. (iiiiv) a combination of the foregoing that Each Investor may effect its participation in the aggregate represents sale of Preferred Stock by delivering to the Selling Shareholder for transfer to the purchase offeror one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock Permitted Preferred Co-Sale Shares that it elects to be sold by the Participating Stockholdersell pursuant to this Section 3(b).

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Stockholder) Investor shall have the right, exercisable upon written notice to the Selling Stockholder Dash within ten days fifteen (15) Business Days after receipt of the Selling Stockholder's a Sale Notice, to participate in such sale of the Sale Shares on the same terms and conditions as those set forth in the Sale Notice. To the extent any other Stockholder Investor exercises such right of participation (a "Participating StockholderInvestor") and ), Dash shall use his best efforts to cause the acquirer is not willing proposed acquiror to acquire agree to purchase all of the shares to be sold by Sale Shares specified in the Selling Stockholder and such other Stockholders, Sales Notice plus the number of shares of Sale Shares Common Stock that the Selling Stockholder may each Participating Investor desires to sell in such transaction. In the transaction event that such proposed acquiror is unwilling to acquire all such shares of Common Stock, the following provisions shall be correspondingly reduced. The right of participation of each Stockholder shall be subject to the terms and conditions set forth in this Section 5.02.apply: (ai) Each Participating Stockholder Investor and the Selling Stockholder Dash shall be deemed to own the number of shares of Common Stock that it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice. (bii) Each Participating Stockholder Investor may sell all or any part of a number of Sale Shares equal to the product obtained by multiplying (i) the aggregate number of Sale Shares shares of Common Stock the acquiror is willing to purchase by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be owned by such Participating Stockholder Investor and the denominator of which is the total number of outstanding shares of Common Stock of the Company deemed to be owned by all Stockholders. (c) Dash and the Investors. Each Participating Stockholder Investor may effect its participation in the sale by delivering to the Selling Stockholder Dash for transfer to the acquirer acquiror one or more certificates, properly endorsed for transfer, which represent: (i) represent the number of shares that it elects is entitled to sell pursuant to this Section 5.02; (ii) that number of shares of convertible securities of the Company that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any; provided, however, that if the acquirer objects to the delivery of convertible securities of the Company in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder9.

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Stockholder) The Xxxxxx Entities shall have the right, exercisable upon written notice to the Selling Stockholder Transferring Investor within ten fifteen (15) business days after receipt of the Selling Stockholder's Investor Co-Sale NoticeNotice by the Xxxxxx Entities, to participate in such the sale of the Sale Shares shares on the same terms and conditions as those set forth in the Investor Co-Sale Notice. To the extent any other Stockholder exercises such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholders, the number of shares of Sale Shares that the Selling Stockholder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder the Xxxxxx Entities shall be subject to the terms and conditions set forth in this Section 5.02.Section: (ai) Each Participating Stockholder and the Selling Stockholder Xxxxxx Entity shall be deemed to own the number of shares of Common Series A Preferred Stock that it actually owns held of record by such Xxxxxx Entity plus the number of shares of Common Stock that are issuable held by such Xxxxxx Entity which were issued upon conversion of any convertible securities shares of Series A Preferred Stock (the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice"XXXXXX CO-SALE SHARES"). (bii) Each Participating Stockholder Xxxxxx Entity may sell all or any part of a number of Sale Shares shares equal to the product obtained by multiplying (iA) the aggregate number of shares covered by the Investor Co-Sale Shares Notice by (iiB) a fraction, the numerator of which is the number of shares of Common Stock of Xxxxxx Co-Sale Shares at the Company deemed to be time owned by such Participating Stockholder Xxxxxx Entity and the denominator of which is the total combined number of outstanding shares of Series A Preferred Stock and the number of shares of Common Stock which are issuable upon conversion of shares of Series A Preferred Stock at the Company deemed to be time owned by all Stockholdersthe Xxxxxx Entities and the Transferring Investor. (ciii) If any Xxxxxx Entity fails to elect to fully participate in the Transferring Investor sale pursuant to this Section 5, the Transferring Investor shall give notice of such failure to any Xxxxxx Entity who did so elect (the "XXXXXX PARTICIPANTS"). Such notice may be made by telephone if confirmed in writing within two days. The Xxxxxx Participants shall have five days from the date such notice was given to agree to sell their pro rata share of the unsold portion. For purposes of this paragraph, a Xxxxxx Participant's pro rata share shall be the ratio of (x) the number of shares of Series A Preferred Stock and Common Stock (on an as-converted basis) held by such Xxxxxx Participant to (y) the total number of shares of Series A Preferred Stock and Common Stock (on an as-converted basis) held by the Xxxxxx Participants and the Transferring Investor. (iv) Each Participating Stockholder Xxxxxx Entity may effect its participation in the sale by delivering to the Selling Stockholder Transferring Investor for transfer to the acquirer purchase offeror one or more certificates, properly endorsed for transfer, which represent: (i) represent the number of shares that it of Series A Preferred Stock or Common Stock which such Xxxxxx Entity elects to sell pursuant to this Section 5.02; (ii) that number of shares of convertible securities of the Company that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any; provided, however, that if the acquirer objects to the delivery of convertible securities of the Company in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder5(b).

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Stockholder) shall have the right, exercisable upon written notice to the Selling Stockholder Proposed Seller within ten 20 days after receipt of the Selling Stockholder's Proposed Sellers' Sale Notice, to participate in such sale of the Sale Shares on the same terms and conditions as those set forth in the Sale Notice. To the extent any other Stockholder exercises such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholders), the number of shares of Sale Shares that the Selling Stockholder Proposed Sellers may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder shall be subject to the terms and conditions set forth in this Section 5.026.2. (a) Each Participating Stockholder and the Selling Stockholder Proposed Sellers shall be deemed to own the number of shares of Common Stock that it actually owns plus the number of shares of Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale Notice. (b) Each Participating Stockholder may sell all or any part of a number of Sale Shares equal to the product obtained by multiplying (i) the aggregate number of Sale Shares by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company deemed to be owned by such Participating Stockholder and the denominator of which is the total number of outstanding shares of Common Stock of the Company deemed to be owned by all of the Stockholders. (c) Each Participating Stockholder may effect its participation in the sale by delivering to the Selling Stockholder Proposed Seller for transfer to the acquirer one or more certificates, properly endorsed for transfer, which represent: (i) the number of shares that it elects to sell pursuant to this Section 5.026.2; (ii) that number of shares of convertible securities of the Company that is at such time convertible into the number of shares of Common Stock that it has elected to sell pursuant to this Section 5.02, if any6.2; provided, however, that if the acquirer objects to the delivery of convertible securities of the Company in lieu of Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder.

Grant of Co-Sale Rights. Each Stockholder (other than the Selling Stockholder) Subject to Section 2.5, each Investor shall have the right, exercisable upon written notice delivered to the Selling Stockholder within ten days after receipt prior to the expiration of the Selling Stockholder's Sale NoticeInvestors' Exercise Period, to participate in such sale the transfer of the Sale Stockholder's Target Shares on the same terms and conditions as those set forth in the Sale Stockholder's Disposition Notice. To the extent any other Stockholder exercises one or more of the Investors exercise such right of participation (a "Participating Stockholder") and the acquirer is not willing to acquire all of the shares to be sold by the Selling Stockholder and such other Stockholdersparticipation, the number of shares of Sale Stockholder's Target Shares that the Selling Stockholder may sell in the transaction shall be correspondingly reduced. The right of participation of each Stockholder of the Investors shall be subject to the terms and conditions set forth in this Section 5.022.2 and Section 2.5. (a) Each Participating The shares to be sold by any Stockholder and the Selling Stockholder pursuant to this Article 2 shall be deemed shares of the same class or classes as the shares described in the Stockholder's Disposition Notice (except that if the shares to own the number of be sold are Preferred Stock, Xxx Xxxxxx shall be entitled to sell shares of Common Stock that it actually owns plus pursuant to this Article 2; and if the number of shares to be sold are Common Stock, the Stockholder shall be entitled to sell shares of Preferred Stock or Common Stock that are issuable upon conversion of any convertible securities of the Company or upon the exercise of any warrants, options or similar rights then owned by it at an exercise price less than the purchase price specified in the Sale NoticeStock). (b) Each Participating Stockholder Subject to paragraph (a), each of the Investors may sell all or any part of a number of Sale Shares shares of Stock of the Company equal to the product obtained by multiplying (i) the aggregate number of Sale Shares shares of Stock covered by the purchase offer by (ii) a fraction, fraction the numerator of which is the number of shares of Common Preferred Stock of the Company deemed to be (or, in the case of Xxx Xxxxxx, the number of shares of Common Stock) at the time owned by such Participating Stockholder the Investor and the denominator of which is the total combined number of outstanding shares of Preferred Stock of the Company at the time owned by the Investors (and, in the case of Xxx Xxxxxx, the number of shares of Common Stock of the Company deemed to be owned by all Stockholdershim). (c) To the extent an Investor elects not to sell the full number of shares it is entitled to sell pursuant subparagraph (b) above, the other Investors' rights to participate in the sale shall be increased pro rata by a corresponding number of shares. (d) Each Participating Stockholder of the Investors may effect its participation in the sale by delivering to the Selling Stockholder for transfer to the acquirer purchase offeror one or more xxxx certificates, properly endorsed for transfer, which represent: (i) the number of shares that it of Stock which the Investor elects to sell pursuant to this Section 5.02;2.2; or (ii) that number of shares of convertible securities of the Company Preferred Stock that is at such time convertible into the number of shares of Common Stock that it (x) the party has elected to sell pursuant to this Section 5.022.2, if any; provided, however, that if the acquirer objects to shares of Stock covered by the delivery of convertible securities Stockholder's Disposition Notice are Common Stock or (y) would be issuable upon conversion of the Company in lieu share of Stock of the class or classes covered by the Stockholder's Disposition Notice, if such shares are other than Common Stock, the Participating Stockholder may, to the extent permitted by the terms of such security, convert and deliver Common Stock as provided in subparagraph (i) above; or (iii) a combination of the foregoing that in the aggregate represents the number of shares of Common Stock to be sold by the Participating Stockholder.