Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are To the extent the Investors do not purchased pursuant to Section 6.2 above exercise their respective Rights of First Refusal (the “Co-Sale Eligible SharesRight Holders”)) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “such Co-Sale Eligible Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder”’s Pro Rata Co-Sale Share (defined as below) may elect will be transferred at the same price and subject to exercise its right of co-sale the same terms and conditions as specified in the Transfer Notice (a the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) and participate on a pro-rata basis in which equals the Proposed Transfer on number of the same terms and conditions Offered Shares specified in the Proposed Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice. To ”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale, . If the Co-Sale Eligible Right Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice sends out the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Notice within the Option Period, and provided, however, that the Co-Sale Eligible Holder, by timely exercising Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (each Co-Sale Eligible Holder exercising its Right of Co-Saleif necessary) from the Governmental Authority, an “Exercising Co-Sale Holder”), may include notwithstanding anything to the contrary in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fractionthis Agreement, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation Transferor shall not effect any transfer of the Proposed Transfer and Offered Share of the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior Company to the consummation of third party transferee without the Proposed Transfer. To the extent that one or more prior written consent of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth hereinRight Holders, the number of Co-Sale Eligible Shares that unless the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) purchases the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Right Holder elects to include in transfer at the Proposed Transfer; provided, however, that if the Prospective Transferee objects same price and subject to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The same terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions as specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersNotice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant 5.1 Subject to Section 6.2 above 4 (Right of First Refusal; Other Transfer Restrictions ) above, and to the extent that (i) there are Available For Sale Target Shares, and (ii) the sale of Available For Sale Target Shares would result in a third party other than Tencent owning at least 50% of the total share capital of the Company on a fully diluted basis, each Non-Transferring Shareholder shall have the right, exercisable upon written notice (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible HolderNotice”) may elect delivered to exercise its right the Transferring Shareholder within ten (10) days after the expiration of cothe ROFR Second Response Period or, if none of the Non-sale (a “Transferring Shareholders have exercised their Right of Co-Sale”First Refusal within the ROFR First Response Period, within ten (10) and days after the expiration of the ROFR First Response Period, to participate on a pro-rata basis in the Proposed Transfer sale of the Available For Sale Target Shares on the same terms and conditions specified as set forth in Section 5.2 below. 5.2 Each Non-Transferring Shareholder may participate in the Proposed Transfer Notice. To exercise its Right proposed sale and sell that number of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares Securities not to exceed the product obtained number of shares calculated by multiplying (i) the aggregate number of Co-the Available For Sale Eligible Target Shares by (ii) a fraction, the numerator of which is the number of Shares owned Company Securities held by such Exercising Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the Co-Sale Holder immediately before consummation of the Proposed Transfer Notice and the denominator of which is the total sum of (A) the aggregate number of Shares owned Company Securities held by all Shareholders exercising the Transferor and all Exercising Coco-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such sale right of participation in accordance with the terms and conditions set forth herein, hereunder plus (B) the number of Co-Sale Eligible the Company Securities held by the Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares), and the Company Securities that can be sold by the Transferor may sell in Transferring Shareholder to the Proposed Transfer Prospective Transferee shall be correspondingly reduced. (c) 5.3 The sale of the CoNon-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Transferring Shareholders shall effect its their participation in the Proposed Transfer proposed sale by promptly delivering to the Transferor at the Co-Sale Closing Transferring Shareholder an instrument of transfer, together with one or more certificates that represent the number of Company Securities that the Non-Transferring Shareholder elects to sell. 5.4 The Transferring Shareholder shall deliver to the Company the instrument(s) of transfer and share certificate(s) together with other necessary documents required by in respect of the registered agent transfer of any Company Securities pursuant to Section 5.3 promptly upon receipt of the same. Upon receipt of the instrument(s) of transfer and share certificate(s) referred to above from the Transferring Shareholder, the Company shall register such transfer and make the appropriate entries on the register of members of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that reflect such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)transfer, and the Transferor Transferring Shareholder shall concurrently therewith remit to the Company for delivery to each Exercising Coof the Non-Sale Holders Transferring Shareholders that portion of the sale proceeds to which such Exercising CoNon-Sale Holders Transferring Shareholder is entitled by reason of its participation in such saletransfer. If To the extent that any Prospective Transferee prohibits such assignment or otherwise refuses to purchase securities subject to Company Securities from a Non-Transferring Shareholder exercising its right of co-sale hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may Transferring Shareholder shall not sell any Transfer Shares to such Prospective Transferee any Company Securities unless and until, simultaneously with such sale, the Prospective Transferee shall purchase from such Transferor purchases all securities subject Non-Transferring Shareholder the Company Securities that such Non-Transferring Shareholder is entitled to the sell under this Section 5 (Right of Co-Sale from such Exercising Co-Sale HoldersSale). (f) For avoidance 5.5 The exercise or non-exercise of doubt, the Right right of Co–Sale co-sale by the Non-Transferring Shareholders hereunder shall not apply with respect adversely affect their right to Transfer Shares sold or participate in subsequent sales of Company Securities subject to be sold to the Eligible Holders under the Right of First Refusal in Section 6.25.1.

Right of Co-Sale. (a) If any Transfer To the extent the Company and the Holders do not exercise their respective rights of refusal as to all of the Offered Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)2.1, then each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right Selling Holder” for purposes of Co-Sale”this Section 2.2 and Section 2.6) and that notifies the Selling Common Holder in writing within [***] after Delivery of the Additional Transfer Notice referred to in Section 2.1(c) shall have the right to participate on a pro-rata basis in the Proposed Transfer such sale of Equity Securities on the same terms and conditions as specified in the Proposed Transfer Notice. Such Selling Holder’s notice to the Selling Common Holder shall indicate the number of shares of capital stock of the Company that the Selling Holder desires to sell. To the extent one or more Selling Holders exercise its Right such right of Co-Saleparticipation in accordance with the terms and conditions of this Section 2.2, the Co-Sale Eligible number of shares of Equity Securities that the Selling Common Holder must give may sell in the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Selling Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer sell all or any part of its Shares not that number of shares of Common Stock (or capital stock of the Company convertible into such number of shares of Common Stock) equal in the aggregate to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of Shares shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Exercising Co-Sale Selling Holder immediately before consummation on the date of the Proposed Transfer Notice and the denominator of which is the total number of Shares shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Transferor Selling Common Holder and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To Selling Holders on the extent that one or more date of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedNotice. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Each Selling Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at Selling Common Holder for transfer to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) the number of Ordinary Shares shares of Common Stock that such Exercising Co-Sale Selling Holder elect elects to include in the Proposed Transfersell; or (ii) the that number of shares of capital stock of the Preferred Shares Company that are at such time convertible into the number of Ordinary Shares shares of Common Stock that such Exercising Co-Sale Selling Holder elects to include in the Proposed Transfersell; provided, however, that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares in lieu shares of Ordinary Sharescapital stock of the Company other than Common Stock, such Exercising Co-Sale Selling Holder shall first convert such shares of capital stock of the Preferred Shares Company into Ordinary Shares Common Stock and deliver Ordinary Shares Common Stock as provided abovein this Section 2.2. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (d) The terms and conditions of any sale stock certificate or certificates that each Selling Holder delivers to the Selling Common Holder pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e2.2(c) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor such Selling Common Holder shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Holder is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities subject to from a Selling Holder exercising its rights of co-sale hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may Selling Common Holder shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Common Holder shall purchase such Transferor purchases all shares or other securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersSelling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer To the extent the Holders do not exercise their respective right of first refusal as to all of the Offered Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)2.2, each Eligible Holder who has that did not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-first refusal as to any of the Offered Shares pursuant to Section 2.2 shall have the right to participate in such sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Equity Securities on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give Notice by notifying the Transferor and the Company written notice to that effect in writing within fifteen (15) calendar days (after receipt of the “Co-Sale Period”) after receiving the Proposed Holder Transfer Notice as provided referred to in Section 6.2(b2.2(b) (such Holder, a “Selling Holder”). (i) Such Selling Holder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Holder wishes to sell under its right to participate. (ii) To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, and upon giving such notice the Co-Sale Eligible Holder number of Equity Securities that the Transferor may sell in the Transfer shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each Co-Sale Eligible Holder, by timely exercising its Right Selling Holder may elect to sell such number of Co-Sale (each Co-Sale Eligible Equity Securities that in aggregate equals to the total number of Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Section 2.2 hereof on pro rata basis. Each Selling Holder exercising its Right may elect to sell such number of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not Equity Securities that equals to exceed the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Section 2.2 hereof multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on as-if-converted basis which include the number of Ordinary Shares that would be issuable upon the exercise, conversion or exchange of Ordinary Share Equivalents) owned by such Exercising Co-Sale the Selling Holder immediately before consummation on the date of the Proposed Transfer Notice and the denominator of which is the total number of Ordinary Shares owned by the Transferor and all Exercising Co(on as-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Coif-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, converted basis which include the number of Co-Sale Eligible Ordinary Shares that would be issuable upon the Transferor may sell in exercise, conversion or exchange of Ordinary Share Equivalents) owned by all Selling Holders on the Proposed date of the Transfer shall be correspondingly reducedNotice. (c) The If any Selling Holder fails to exercise such co-sale option pursuant to this Section 2.3, the Transferor shall give notice of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period such failure (the “Co-Sale ClosingRe-allotment Notice”) to each other Selling Holders that elected to sell its entire pro rata share of the Offered Shares (the “Co-Sale Selling Holders”). An Exercising Such Co-Sale Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Co-Sale Selling Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Co-Sale Re-allotment Notice was given to elect to increase the number of Equity Securities they agreed to sell under Section 2.3(b) to include their respective pro rata share of the Equity Securities to be sold contained in any Co-Sale Re-allotment Notice. (d) Each Selling Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Selling Holder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares any Ordinary Share Equivalents in lieu of Ordinary Shares, such Exercising Co-Sale Selling Holder shall first convert the Preferred Shares into Ordinary Shares and only deliver Ordinary Shares as provided above(and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms purchaser and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for contingent on such a transactiontransfer. (e) The securities share certificate or certificates that a Selling Holder delivers to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will 2.3(d) shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Holder is entitled by reason of its participation in such sale. If . (f) To the extent that any Prospective Transferee prospective purchaser prohibits the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Holder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all Selling Holder such shares or other securities subject that such Selling Holder would otherwise be entitled to sell to the Right of Coprospective purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer In the event the Company and the Investors fail to exercise their respective rights to purchase at least ninety percent (90%) of the Selling Stockholder Shares subject to a Proposed Transfer are not purchased pursuant Sections 6.2 and 6.3 hereof, following the exercise or expiration of the rights of purchase set forth in Sections 6.2 and 6.3, then the Selling Stockholder shall deliver to Section 6.2 above the Company, each Investor and UFRF written notice (the “Co-Sale Eligible SharesNotice”)) that each Investor shall have the right, each Eligible Holder who has not exercised its rights under Section 6.2 exercisable upon written notice to such Selling Stockholder with a copy to the Company within fifteen (each, a “15) days after receipt of the Co-Sale Eligible Holder”) may elect Notice, to exercise its right participate in such Transfer of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Selling Stockholder Shares on the same terms and conditions specified in the Proposed Transfer Noticeconditions. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written Such notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is indicate the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total up to that number of Shares owned by shares determined under Section 6.4(b) such Investor or UFRF wishes to sell under his, her or its right to participate (the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer“Investor Shares”). To the extent that one or more of the Co-Sale Eligible Holders exercises Investors or UFRF exercise such right of participation in accordance with the terms and conditions set forth hereinbelow, the number of Co-Sale Eligible shares of Selling Stockholder Shares that the Transferor such Selling Stockholder may sell in the Proposed Transfer transaction shall be correspondingly reduced. (cb) The sale Each Investor and UFRF may sell all or any part of that number of shares equal to the product obtained by multiplying (x) the aggregate number of shares of Selling Stockholder Shares covered by the Co-Sale Eligible Shares Notice and remaining Transfer Shares shall occur within twenty-five not purchased by the Company or its assignees or Investors pursuant to Sections 6.2 or 6.3 by (25y) calendar days from a fraction the beginning numerator of which is the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor or UFRF at the time of the Co–Sale Period First Notice and the denominator of which is the total number of shares of Common Stock held by such Selling Stockholder (excluding shares purchased by the Company and/or Investors pursuant to Sections 6.2 or 6.3) plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors and UFRF at the time of the First Notice. (c) Each Investor, and if applicable, UFRF, who elects to participate in the Transfer pursuant to this Section 6 (a “Co-Sale ClosingParticipant”). An Exercising Co-Sale Holder ) shall effect its participation in the Proposed Transfer by promptly delivering to such Selling Stockholder for Transfer to the Transferor at the Co-Sale Closing prospective Transferee one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) the number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Holder elect Participant elects to include in the Proposed Transfersell; or (ii) the type and number of the shares of Preferred Shares that are Stock which is at such time convertible into the number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Holder Participant elects to include in the Proposed Transfersell; provided, however, that if the Prospective Transferee prospective purchaser objects to the delivery of convertible Preferred Shares Stock in lieu of Ordinary SharesCommon Stock, such Exercising Co-Sale Holder Participant shall first convert the such Preferred Shares Stock into Ordinary Shares Common Stock and deliver Ordinary Shares Common Stock as provided in Section 6.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer Transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by stock certificate or certificates that the Transferor and the Exercising Co-Sale Holders Participant delivers to such Selling Stockholder pursuant to this Section 6.3 will 6.4(c) shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Co-Sale Notice, and the Transferor Selling Stockholder shall concurrently therewith remit to each Exercising such Co-Sale Holders Participant that portion of the sale proceeds to which such Exercising Co-Sale Holders Participant is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities subject to the Right of from a Co-Sale from any Exercising CoParticipant exercising its rights of co-Sale Holdersale hereunder, no Transferor may such Selling Stockholder shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser or purchasers any Selling Stockholder Shares unless and until, simultaneously with such sale, such Transferor purchases all Selling Stockholder shall purchase such shares or other securities subject to the Right of from such Co-Sale from such Exercising Participant on the same terms and conditions specified in the Co-Sale HoldersNotice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more transfers of Selling Stockholder Shares made by any Selling Stockholder shall not adversely affect its right to participate in subsequent Transfers of Selling Stockholder Shares subject to Section 6. (f) For avoidance To the extent that the Investors do not elect to participate in the sale of doubt, the Right of Co–Sale shall not apply with respect to Transfer Selling Stockholder Shares sold or to be sold subject to the Eligible Holders under Co-Sale Notice, such Selling Stockholder may, not later than sixty (60) days following delivery to the Right Company of First Refusal the Co-Sale Notice, enter into an agreement providing for the closing of the transfer of such Selling Stockholder Shares covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed transfer of any of the Selling Stockholder Shares by a Selling Stockholder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Selling Stockholder with the procedures described in this Section 6.26.

Right of Co-Sale. (ai) If any In the event that the LLC and/or the Investors do not elect to purchase all of the Transfer Shares subject to a Proposed Transfer are not purchased Securities pursuant to Section 6.2 above Sections 12.01(b) and 12.01(c), the Transferring Member shall deliver to the LLC and each Investor written notice (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible HolderNotice”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in that each Investor shall have the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Saleright, the Co-Sale Eligible Holder must give the Transferor and the Company exercisable upon written notice to that effect within fifteen (15) calendar days (the “Co-Sale PeriodResponse”) to the Transferring Member within ten (10) days after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice receipt of the Co-Sale Eligible Holder shall be deemed Notice, to have effectively exercised its respective Right participate in such Transfer of Co-Sale. (b) Each the Transfer Securities on the same terms and conditions. Such Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is Response shall indicate the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior Investor desires to the consummation of the Proposed Transfersell under such Investor’s right to participate. To the extent that one or more of the Co-Sale Eligible Holders exercises Investors exercise such right of participation in accordance with the terms and conditions set forth hereinbelow, the number of Co-Sale Eligible Shares Transfer Securities that the Transferor Transferring Member may sell in the Proposed Transfer transaction shall be correspondingly reduced. (cii) The sale Each Investor may sell all or any part of its Shares equal to the product obtained by multiplying (A) the aggregate number of Transfer Securities covered by the Co-Sale Eligible Notice (calculated on a Fully-Diluted Basis) by (B) a fraction the numerator of which is the number of Voting Shares owned by such Investor immediately prior to the Transfer (calculated on a Fully-Diluted Basis) and remaining Transfer the denominator of which is the sum of (1) the number of Voting Shares shall occur within twenty-five owned by the Transferring Member and (252) calendar days from the beginning number of Voting Shares owned by all of the Co–Sale Period electing Investors immediately prior to the Transfer (calculated on a Fully- Diluted Basis). (iii) Each Investor who elects to participate in the “Co-Sale Closing”). An Exercising Co-Sale Holder Transfer pursuant to this Section 12.01(e) shall effect its participation in the Proposed Transfer by promptly delivering in escrow to the Transferor at LLC for transfer on behalf of such Investor to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates (if any), properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Investor elects to include in the Proposed Transfer; sell, provided, however, that if the Prospective Transferee objects Shares are not certificated, then each Investor shall effect its participation by delivering written notice to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert LLC and the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective TransfereeTransferring Member. (div) The terms and conditions of any sale certificate or certificates (if any) that the Investor delivers to the LLC pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e12.01(e)(iii) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser on consummation of the sale of Transfer Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Co-Sale Notice, and the Transferor LLC shall concurrently therewith remit to each Exercising Co-Sale Holders such Investor that portion of the sale proceeds to which such Exercising Co-Sale Holders Investor is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares or other securities subject to the Right of from an Investor exercising its Co-Sale from any Exercising Co-Sale HolderRights hereunder, no Transferor may the Transferring Member shall not sell to such prospective purchaser or purchasers any Transfer Shares to such Prospective Transferee Securities unless and until, simultaneously with such sale, such Transferor purchases all Transferring Member shall purchase such Shares or other securities from such Investor on the same terms and conditions specified in the Co-Sale Notice; provided, however, if such sale constitutes a Sale Transaction, the portion of the aggregate consideration paid by the Selling Stockholder to such participating Investor(s) shall be made in accordance with Section 12.04(e)(ix). (v) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers of Transfer Securities made by the Transferring Member shall not adversely affect their rights to participate in subsequent Transfers of Shares. (vi) If none of the Investors elects to participate in the sale of Transfer Securities subject to the Right of Co-Sale from such Exercising Notice, the Transferring Member may, not later than thirty (30) days following delivery to the LLC of the Co-Sale HoldersNotice, enter into an agreement providing for the closing of the Transfer of the Transfer Securities covered by the Co-Sale Notice within ten (10) days of such agreement on terms (including the price) and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions more favorable to the proposed transferor than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any Shares by the Transferring Member, shall again be subject to the Co-Sale Rights of the Investors and shall require compliance by the Transferring Member with the procedures described in this Section 12.01(e). (fvii) For avoidance Any participating Investor may withdraw from exercising such participating Investor’s right of doubtco-sale under this Section 12.01(e) in connection with a proposed Transfer at any time prior to the consummation of such Transfer, in which case the number of Transfer Securities that the Transferring Member may sell in the proposed Transfer shall be correspondingly increased to give effect to the non-participation of such participating Investor. (viii) Subject to Section 12.01(e)(ix), the Right aggregate consideration payable to the participating Investors and the Transferring Member shall be allocated based on the number of Co–Sale shall not apply with respect to Transfer Shares sold or to be Securities sold to the Eligible Holders under prospective transferee by each participating Investor and the Right Transferring Member, provided that, if a participating Investor wishes to sell Preferred Shares, the price set forth in the Co-Sale Notice shall be appropriately adjusted based on the conversion ratio of First Refusal such Preferred Shares into Common Shares. (ix) In the event that the proposed Transfer constitutes a Sale Transaction, the terms of the agreement related to such Transfer shall provide that the aggregate consideration from such Transfer shall be allocated to the participating Investors and the Transferring Member in accordance with Section 6.211.04.

Right of Co-Sale. (a) If any Transfer Shares Stock subject to a Proposed Transfer are by a Stockholder is not purchased pursuant to Section 6.2 Sections 5.1 and 5.2 above (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (eachand thereafter is to be sold to a Prospective Transferee, a “Co-Sale Eligible Holder”) Key Holder or Management Stockholder may elect to exercise its right of co-sale (a “Right of Co-Sale”) Sale and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To A Key Holder or Management Stockholder who desires to exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company selling Stockholder written notice to that effect within fifteen (15) calendar days (after the “Co-Sale Period”) after receiving deadline for delivery of the Proposed Transfer Key Holder Secondary Notice as provided in Section 6.2(b)described above, and upon giving such notice the Co-Sale Eligible such Key Holder or Management Stockholder shall be deemed to have effectively exercised its respective the Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by Key Holder or Management Stockholder who timely exercising exercises its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), by delivering the written notice provided for above in Section 5.4(a) may include in the Proposed Transfer all or any part of his, her or its Shares not Common Stock equal to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares shares of Stockholder Common Stock subject to the Proposed Transfer (excluding shares purchased by the Company pursuant to the Right of First Refusal of the Company) by (ii) a fraction, the numerator of which is the number of Shares shares of Common Stock owned by such Exercising Co-Sale Key Holder or Management Stockholder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned shares of Common Stock owned, in the aggregate, by the Transferor and all Exercising Co-Sale Holders Stockholders immediately prior to the consummation of the Proposed Transfer. To the extent that one a Key Holder or more of the Co-Sale Eligible Holders Management Stockholder exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares shares of Common Stock that the Transferor selling Stockholder may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Each participating Key Holder or Management Stockholder shall effect its participation in the Proposed Transfer by delivering to the Transferor at transferring Stockholder, no later than fifteen (15) days after such Key Holder’s or Management Stockholder’s exercise of the Right of Co-Sale Closing Sale, one or more share certificate(s) together with other necessary documents required by the registered agent of the Company stock certificates, properly endorsed for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) representing the number of Ordinary Shares shares of Common Stock that such Exercising Co-Sale Key Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder or Management Stockholder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 5.4 will be contained memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities Each stock certificate a participating Key Holder or Management Stockholder delivers to be sold by the Transferor and the Exercising Co-Sale Holders selling Stockholder pursuant to this Section 6.3 subparagraph (c) above will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)agreement, and the Transferor selling Stockholder shall concurrently therewith remit to each Exercising Co-Sale Holders the appropriate Key Holder or Management Stockholder the portion of the sale proceeds to which such Exercising Co-Sale Holders Key Holder or Management Stockholder is entitled by reason of its participation in such sale. If any Prospective Transferee refuses or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Exercising a Key Holder or Management Stockholder exercising its Right of Co-Sale Holderhereunder, no Transferor Stockholder may sell any Transfer Shares Common Stock to such Prospective Transferee or Transferee unless and until, simultaneously with such sale, such Transferor selling Stockholder purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holdersother Stockholders. (f) For avoidance If any Proposed Transfer is not consummated within forty-five (45) days after receipt of doubtthe Proposed Transfer Notice by the Key Holders, the Right Management Stockholders, or the Company, as the case may be, the Stockholder proposing the Proposed Transfer may not sell any of Co–Sale its Common Stock unless it first complies in full with each provision of this Section 5. The exercise or election not to exercise any right by any Key Holder or Management Stockholder hereunder shall not apply with respect adversely affect its right to participate in any other sales of Transfer Shares sold or Stock subject to be sold to the Eligible Holders under the Right of First Refusal in this Section 6.25.4.

Right of Co-Sale. (ai) If any Investor directly or indirectly proposes to Transfer any AIH Shares subject or any interest therein to a Proposed one or more third parties, such Investor shall not effect such Transfer are not purchased pursuant without first procuring that the prospective transferee (“Purchaser”) makes an offer to Section 6.2 above the Right Holders (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible HolderOffer”) may elect to exercise its right of co-sale in writing. (a “Right of ii) The Co-SaleSale Offer shall specify: (i) a description and number of the AIH Shares to be Transferred by such Investor to the Purchaser (the “Offered AIH Shares”), (ii) the maximum number of AIH Shares that each Right Holder is entitled to Transfer to the Purchaser pursuant to this Section 2.1, (iii) the identity and participate on a pro-rata basis in address of the Proposed Transfer on Purchaser and its ultimate beneficial owner, (iv) the same consideration and the material terms and conditions specified in upon which the Proposed proposed Transfer Notice. To exercise its is to be made (which shall be no less favourable than the price and terms and conditions offered to such Investor), and (v) that the Right of Co-Sale, Holders shall have the right (but not the obligation to) accept the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-SaleOffer. (biii) Each Co-Sale Eligible HolderThe maximum number of AIH Shares that each Right Holder may elect to sell shall be equal to its pro rata share of the Offered AIH Shares, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not which shall be equal to exceed the product obtained by multiplying (ia) the aggregate number of Co-Sale Eligible Shares the Offered AIH Shares, multiplied by (iib) a fraction, the numerator of which is the number of AIH Shares owned by such Exercising Right Holder on the date of the Co-Sale Holder immediately before consummation of the Proposed Transfer Offer and the denominator of which is the total number of AIH Shares owned or deemed to be owned by all Investors and the Transferor and all Exercising Co-Sale Right Holders immediately prior to on the consummation of the Proposed Transfer. To the extent that one or more date of the Co-Sale Eligible Holders exercises such right Offer (on a Fully-Diluted Basis), provided, however that if the proposed Transfer (for the avoidance of participation in accordance with the terms and conditions set forth hereindoubt, inclusive of the number of AIH Shares that the Right Holders may elect to sell pursuant to the Co-Sale Eligible Offer) constitutes a Change of Control to a Third Party Purchaser, the Right Holders may include all of its AIH Shares that in such Transfer, provided, further that, in connection with a Change of Control to a Third Party Purchaser, if a Right Holder fails to include all of its AIH Shares or includes only some but not all of its AIH Shares, such Right Holder’s right of co-sale pursuant to this Agreement shall immediately terminate upon the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale expiration of the Co-Sale Eligible Shares and remaining Transfer Shares Exercise Period (as defined below). (iv) Each Right Holder shall occur notify the Purchaser in writing within twenty-five fourteen (2514) calendar days from following the beginning date of the Co–-Sale Period Offer (“Co-Sale Exercise Period”) of its intention to accept or decline the Co-Sale Offer, failing which it shall be deemed to have declined the Co-Sale Offer. Each Right Holder’s notice to the Purchaser shall indicate the number of AIH Shares it wishes to sell to the Purchaser pursuant to the Co-Sale Offer (such AIH Shares, the “Co-Sale ClosingAIH Shares”). An Exercising Co-Sale If such Right Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at accepts the Co-Sale Closing one Offer, completion of the sale and purchase of the Offered AIH Shares shall be conditional on the concurrent completion of the sale and purchase of the Co-Sale AIH Shares to the Purchaser. (v) Each Investor shall cooperate in good faith to take all actions necessary to complete the concurrent sale and purchase of the Offered AIH Shares and the Co-Sale AIH Shares within ten (10) calendar days after the acceptance of the Co-Sale Offer by the Purchaser (subject to any reasonable extensions for any regulatory approval processes), including: (a) the execution of all relevant corporate authorisations and transfer documentation; (b) the application for all required approvals, authorisations or more share certificate(s) together with other necessary documents consents required by any Governmental Authority or under applicable law in order to give effect to the registered agent sale and purchase of the Offered AIH Shares and the Co-Sale AIH Shares; and (c) the making of all required filings and notifications under applicable law. (vi) To the extent that any prospective purchaser prohibits the participation by any Right Holder from exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase the AIH Shares which a Right Holder has elected to sell, such Investor shall not Transfer any AIH Shares to such prospective purchaser. (vii) If any Transfer of Offered AIH Shares is not consummated within sixty (60) days after receipt of the Co-Sale Offer by the Right Holders, the Investor proposing the Transfer of Offered AIH Shares may not Transfer any AIH Shares unless it first complies in full with each provision of this Clause 2. (viii) Each Right Holder agrees to act in good faith to consider all representations, warranties, covenants and indemnities that the Purchaser may reasonably request in connection with the Co-Sale Offer. Notwithstanding the above, ADV and the Investors agree and acknowledge that, solely with respect to ADV, (a) it is not and has never been the controlling shareholder of the Company for and is not in a share transfer position to provide any risk mitigants to the Prospective TransfereePurchaser that is above and beyond what a typical seller in such circumstance would customarily provide to the purchaser in similar transactions, which share certificate(s(b) it will not be required to provide any guarantee in connection with the financial performance of the Company, and (C) it is under no legal obligation whatsoever to agree to any such request from the Purchaser. (ix) The Right Holders’ co-sale right hereunder shall representnot apply to the following Transfer of AIH Shares by an Investor: (ia) sale, transfer or assignment of AIH Shares through public trading market (for the number avoidance of Ordinary doubt, excluding block trades or private resale); (b) sale, transfer or assignment of up to a total of 2% of AIH Shares during the term of this Agreement; (c) sale, transfer or assignment of AIH Shares to any Affiliate of such Investor, provided that (A) a written notice thereof is provided to the Right Holders within seven (7) days, and (B) such Affiliate shall be bound by the terms of this Agreement with effect from the date of such sale, transfer or assignment, and the relevant Investor shall ensure that such Exercising Co-Sale Holder elect Affiliate complies with the terms of this Agreement. For the avoidance of doubt, any direct or indirect transfer by any Investor on the one hand and to include in Hawyu (HK) Limited and/or any Lafang Party on the Proposed other hand shall be deemed to be a “Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee.”; (d) The terms indirect Transfer of AIH Shares by way of Transfer of equity interests in Jiechuang by Shenzhen Capital Group Co., Ltd., Shenzhen Capital M&A Fund Management (Shenzhen) Co., Ltd. (深创投并购基金管理（深圳）有限公司), Shenzhen Shenlan United Equity Investment Fund Management Co., Ltd. (深圳市深蓝联合股权投资基金管理有限公司) and conditions of any sale pursuant to this Section 6.3 will be contained inZhengzhou Baibao Supply Chain Management Co., and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction.Ltd. (郑州百宝供应链管理有限公司); (e) The securities sale, transfer or assignment of AIH Shares pursuant to be sold a bona fide employee incentive plan for the management members of the Company which is duly approved by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders.Company; (f) For transfer or assignment of AIH Shares pursuant to the winding up, dissolution of the Company or any Governmental Order by which the Investor is bound to make a Transfer; and (g) sale, transfer or assignment of AIH Shares pursuant to a binding and non-appealable judicial order or verdict (for the avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold excluding a judicial order or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2verdict for related party transactions or sham transactions).

Right of Co-Sale. (a1) If any Transfer Shares Stock subject to a Proposed Transfer are is not purchased pursuant to Section 6.2 2(a) above (the “Co-Sale Eligible Shares”)and thereafter is to be sold to a Prospective Transferee, each Eligible Holder who has not exercised its rights under Section 6.2 Major Investor (eachother than the selling Affected Holder, a “Co-Sale Eligible Holder”if applicable) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in Sale by delivering to the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible selling Affected Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Investor Notice Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b2) Each Co-Sale Eligible HolderMajor Investor who timely exercises his, by timely exercising her or its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not up to exceed the product obtained by multiplying (i) the aggregate that number of Co-Sale Eligible Shares shares of Capital Stock equal to the number of shares of Transfer Stock subject to the Proposed Transfer multiplied by (ii) a fraction, the numerator of which is the number of Shares shares of Capital Stock owned by such Exercising Co-Sale Holder Major Investor immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned shares of Capital Stock owned, in the aggregate, by the Transferor and all Exercising Co-Sale Holders participating Major Investors immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, Transfer plus the number of Co-Sale Eligible Shares that shares of Capital Stock held by the Transferor may sell in the Proposed Transfer shall be correspondingly reducedselling Affected Holder. (c3) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Each participating Major Investor shall effect its participation in the Proposed Transfer by delivering to the Transferor at transferring Affected Holder, no later than 15 business days after such Major Investor’s exercise of the Right of Co-Sale Closing Sale, one or more share certificate(s) together with other necessary documents required by the registered agent of the Company stock certificates, properly endorsed for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: representing no less than (i) the number of Ordinary Shares shares of Common Stock that such Exercising Co-Sale Holder elect Major Investor elects to include in the Proposed Transfer; or or (ii) the number of the shares of Preferred Shares Stock that are is at such time convertible into the number of Ordinary Shares shares of Common Stock that such Exercising Co-Sale Holder Major Investor elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares Stock in lieu of Ordinary SharesCommon Stock, such Exercising Co-Sale Holder Major Investor shall first convert the Preferred Shares Stock into Ordinary Shares Common Stock and deliver Ordinary Shares Common Stock as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d4) The terms and conditions of any sale pursuant to this Section 6.3 2(b) will be contained memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transactiontransaction (including without limitation appropriate representations or warranties of the Investors (and any related indemnification obligations) and any post-closing escrow that is established that applies pro rata to the Affected Holder and Major Investors participating in such sale). (e5) The securities Each stock certificate a Major Investor delivers to be sold by the Transferor and the Exercising Co-Sale Holders selling Affected Holder pursuant to this Section 6.3 subparagraph (3) above will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)agreement, and the Transferor selling Affected Holder shall concurrently therewith remit to each Exercising Co-Sale Holders participating Major Investor the portion of the sale proceeds to which such Exercising Co-Sale Holders Major Investor is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Major Investor exercising its Right of Co-Sale Holderhereunder, no Transferor Affected Holder may sell any Transfer Shares Affected Holder Stock to such Prospective Transferee or Transferee unless and until, simultaneously with such sale, such Transferor Affected Holder purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersMajor Investor. (f6) For avoidance If any Proposed Transfer is not consummated within 90 days after receipt of doubtthe Transfer Notice by the Company, the Right Affected Holder proposing the Proposed Transfer may not sell any Affected Holder’s Stock unless he, she or it first again complies in full with each provision of Co–Sale this Section 2. The exercise or election not to exercise any right by any Major Investor hereunder shall not apply with respect adversely affect its right to participate in any other sales of Transfer Shares sold or Stock subject to be sold to the Eligible Holders under the Right of First Refusal in this Section 6.22.

Right of Co-Sale. (a) If any Transfer Shares To the extent the holders of Units have not exercised their rights of first refusal with respect to all of the Offered Units in accordance with Section 6.6, but subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)6.8, each Eligible Holder who has not exercised its rights under Section 6.2 holder of Units (each, a “Co-Sale Eligible HolderSeller”) may elect shall have the opportunity to exercise sell a pro rata portion of the remaining Offered Units (if any) (the “Remaining Offered Units”) which the Selling Holder proposes to sell to the third party identified in the Sale Notice on the same terms as the Selling Holder by notifying the Selling Holder in writing within fifteen (15) days following receipt of the Sale Notice; provided, that in no event shall any Co-Seller be required to provide indemnification in excess of the gross consideration received by such Co-Seller in such transaction. In the event a Co-Seller exercises its right of co-sale (a “Right hereunder, the Selling Holder shall assign so much of Co-Sale”) and participate on a pro-rata basis its interest in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right proposed agreement of Co-Sale, sale as the Co-Sale Eligible Holder must give the Transferor Seller shall be entitled to and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b)shall request hereunder, and upon giving such notice the Co-Sale Eligible Seller shall assume such part of the obligations of the Selling Holder under such agreement as shall be deemed relate to have effectively exercised its respective Right the sale of the Units by the Co-Sale. (b) Each Co-Sale Eligible HolderSeller. For the purposes of this Section 6.7, by timely exercising its Right of Co-Sale (the “pro rata portion” which each Co-Sale Eligible Holder exercising its Right Seller shall be entitled to sell shall be the number of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not Units equal to exceed the product obtained by multiplying (i) of the aggregate total number of Co-Sale Eligible Shares remaining Offered Units proposed to be sold to such third party, multiplied by (ii) a fraction, the fraction the numerator of which is shall be the number of Shares Units owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer Seller and the denominator of which is shall be the total number of Shares Units then owned by the Transferor Selling Holder and all Exercising Co-Sale Holders immediately prior to the consummation Sellers. If following receipt of the Proposed Transfer. To Sale Notice, any Member fails to notify the extent Selling Holder within the requisite period that one or more of it desires to participate in the Co-Sale Eligible Holders exercises such right of transaction, then the Selling Holder may effect the transaction without the participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereenon-participating Member. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares In the event the Company and the Investors fail to exercise their respective rights to purchase all of the Key Holder Stock subject to a Proposed Transfer are not purchased pursuant Sections 2.2 and 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then the Key Holder shall deliver to Section 6.2 above the Company and each Investor written notice (the “Co-Sale Eligible SharesNotice”)) that each Investor shall have the right, each Eligible exercisable upon written notice to such Key Holder who has not exercised its rights under Section 6.2 with a copy to the Company within fifteen (each, a “15) days after receipt of the Co-Sale Eligible Holder”) may elect Notice, to exercise its right participate in such Transfer of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Key Holder Stock on the same terms and conditions specified in conditions. Such notice shall indicate the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate maximum number of Co-Sale Eligible Shares by (iishares of Investor Stock determined under Section 2.4(b) a fraction, the numerator of which is the number of Shares owned by that such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior Investor may elect to the consummation of the Proposed Transfersell under his or her right to participate. To the extent that one or more of the Co-Sale Eligible Holders exercises Investors exercise such right of participation in accordance with the terms and conditions set forth hereinbelow, the number of Co-Sale Eligible Shares shares of Key Holder Stock that the Transferor such Key Holder may sell in the Proposed Transfer transaction shall be correspondingly reduced. (cb) The sale Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Holder Stock covered by the Co-Sale Eligible Shares Notice and remaining Transfer Shares not purchased by the Company or its assignees or Investors pursuant to Section 2.2 or 2.3 by (ii) a fraction the numerator of which is the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Notice and the denominator of which is the total number of shares of Common Stock held by such Key Holder (excluding shares purchased by the Company and/or Investors pursuant to Section 2.2 or 2.3) plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors at the time of the Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Holder shall occur within twenty-promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Holder Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (255) calendar days from after receipt of such notice to notify the beginning Key Holder in writing with a copy to the Company of its election to sell all or a portion thereof of the Co–Sale Period unsubscribed shares. (c) Each Investor who elects to participate in the Transfer pursuant to this Section 2.4 (a “Co-Sale ClosingParticipant”). An Exercising Co-Sale Holder ) shall effect its participation in the Proposed Transfer by promptly delivering to such Key Holder for transfer to the Transferor at the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) the type and number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Holder elect Participant elects to include in the Proposed Transfersell; or (ii) the that number of the shares of Preferred Shares that are Stock which is at such time convertible into the number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Holder Participant elects to include in the Proposed Transfersell; provided, however, that if the Prospective Transferee prospective purchaser objects to the delivery of convertible Preferred Shares Stock in lieu of Ordinary SharesCommon Stock, such Exercising Co-Sale Holder Participant shall first convert the such Preferred Shares Stock into Ordinary Shares Common Stock and deliver Ordinary Shares Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by stock certificate or certificates that the Transferor and the Exercising Co-Sale Holders Participant delivers to such Key Holder pursuant to this Section 6.3 will 2.4(c) shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Co-Sale Notice, and the Transferor Key Holder shall concurrently therewith remit to each Exercising such Co-Sale Holders Participant that portion of the sale proceeds to which such Exercising Co-Sale Holders Participant is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities subject to the Right of from a Co-Sale from any Exercising CoParticipant exercising its rights of co-Sale Holdersale hereunder, no Transferor may such Key Holder shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser or purchasers any Key Holder Stock unless and until, simultaneously with such sale, such Transferor purchases all Key Holder shall purchase such shares or other securities subject to the Right of from such Co-Sale from such Exercising Participant on the same terms and conditions specified in the Co-Sale HoldersNotice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Holder Stock made by any Key Holder shall not adversely affect his right to participate in subsequent Transfers of Key Holder Stock subject to Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Holder Stock subject to the Co-Sale Notice, such Key Holder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Holder Stock by a Key Holder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Holder with the procedures described in this Section 2. (g) The Key Holder hereby agrees that in the event that any of the holders of Common Stock listed on Schedule I attached hereto (each, a “Seed Investor”) who have previously been granted co-sale rights, wishes to exercise such right, the Key Holder hereby agrees that any such additional shares of Common Stock held by such Seed Investors will solely reduce the aggregate number of shares of Key Holder Stock that the Key Holder may sell after the participation of the Investors as set forth in this Section 2. For the avoidance of doubt, the Right number of shares of Common Stock issued or issuable upon the conversion or exercise of the Preferred Stock held by Co–-Sale Participants shall not apply with respect to Transfer Shares sold or to be sold to reduced as a result of the Eligible Holders under inclusion of such Seed Investors in the Right of First Refusal in Section 6.2Transfer.

Right of Co-Sale. Should the Offered Shares constitute at least one percent (a1%) If any Transfer Shares subject to of the Stock, each Preferred Stockholder that is not a Proposed Transfer are not purchased pursuant to Section 6.2 above Purchasing Stockholder shall have an option, exercisable for a period of fifteen days from the date of expiration of the Offer Period (the “Co-Sale Eligible Sharessale Period”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may to elect to exercise its right participate in the sale of co-sale (a “Right of Co-Sale”) Residual Shares and participate to sell, on the terms as set forth in the Selling Stockholder’s Notice, including at the same price per share on a procommon-rata basis in equivalent basis, up to an equivalent proportion of the Proposed Transfer shares of Stock owned by such Preferred Stockholder as the proposed sale of Offered Shares represents with respect to the shares of Stock owned by the Selling Stockholder on the same terms and conditions specified in date of the Proposed Transfer Notice. To exercise its Right Such option shall be exercised by delivery of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the Selling Stockholder. Any Preferred Stockholder submitting such a notice is hereinafter referred to as a “Co-Sale Period”) after receiving Participating Stockholder.” The Selling Stockholder shall use its best efforts to interest the Proposed Transfer Notice as provided Transferee in Section 6.2(b)purchasing, in addition to the Residual Shares, the shares of stock the Participating Stockholders wish to sell. If the Proposed Transferee does not wish to purchase all of the shares of stock made available by the Selling Stockholder and upon giving such notice the Co-Sale Eligible Holder Participating Stockholders, then each Participating Stockholder and the Selling Stockholder shall be deemed entitled to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holdersell, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with on the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The Notice, at the same price per share on a common-equivalent basis, and at the same time as the sale of the Co-Sale Eligible Residual Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from by the beginning Selling Stockholder, a portion of the Co–Sale Period (Shares being sold to the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation Proposed Transferee, in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transfereesame proportion as, which share certificate(s) shall represent: (i) in a case where the number of Ordinary Offered Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Common Shares, such Exercising Co-Sale Holder shall first convert the Preferred Selling Stockholder’s ownership of Common Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any or such conversion concurrent with and contingent upon the actual transfer Participating Stockholder’s ownership of such shares of Underlying Common Stock bears to the Prospective Transferee. sum of (da) The terms the Common Shares held by the Selling Stockholder and conditions (b) the shares of any sale pursuant to this Section 6.3 will be contained inUnderlying Common Stock held by the Participating Stockholders, and governed by(i) in a case where the Offered Shares are Preferred Shares, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities Selling Stockholder’s or such Participating Stockholder’s ownership of shares of Underlying Common Stock bears to be sold the shares of Underlying Common Stock held by the Transferor Selling Stockholder and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersParticipating Stockholders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised Within 15 calendar days of its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right receipt of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give Notice, each Investor shall notify the Transferor Founder of such Investor’s intent to sell to the prospective purchaser of the Founder’s Shares (or at the Investor’s option and demand, to the Company written notice Founder, who hereby agrees to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include purchase in the Proposed Transfer event that a direct sale from the Founder to the prospective purchaser is consummated) all or any part of the Investor’s “Co-Sale Allocation” pursuant to the terms the Founder proposes to sell its Shares. For purposes of this Section 2(d)(ii), an Investor’s “Co-Sale Allocation” with respect to any single sale of Shares not by a Founder shall be equal to exceed the product obtained by multiplying (iX) the aggregate total number of Co-Sale Eligible Shares being sold by the Founder by (iiY) a fraction, the numerator of which is shall be the total number of shares of Common Stock of the Company (including the number of Shares owned shares of Common Stock into which the shares of Preferred Stock are then convertible) held by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer Investor, and the denominator of which is shall be the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation shares of Common Stock of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, Company (including the number of Coshares of Common Stock into which the shares of Preferred Stock are then convertible) held by the Investors electing to exercise their right of co-Sale Eligible Shares that sale and such Founder. If the Transferor may Investor elects to sell to the prospective purchaser, then the Founder shall assign to the Investor as much of the Founder’s interest in the Proposed Transfer shall be correspondingly reduced. (c) The agreement for the sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees the Investor shall be entitled to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in hereof. Each Investor shall have a right of reallotment such that, if any other Investor fails to exercise the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit right to each Exercising Co-Sale Holders sell its full pro rata share of the sale proceeds Shares, then the other participating Investors may exercise an additional right to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holdersell, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubton a pro rata basis, the Right of Co–Sale Shares not previously sold. Each Investor shall not apply with respect be entitled to Transfer apportion Shares sold or to be sold among its partners and affiliates, provided that such Investor notifies the Founder of such allocation. If an Investor gives the Founder notice that it desires to purchase any or all of its pro rata share, then payment for the Eligible Holders under the Right of First Refusal in Section 6.2Shares shall be by check or wire transfer.

Right of Co-Sale. (a) If any Transfer In the event the Preferred Holders or Non-Transferring Key Executives fail to exercise their respective rights to purchase all of the Key Holder Shares subject to a Proposed Transfer are not purchased pursuant Section 3.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 3.3, then the Key Holder Transferor shall deliver to Section 6.2 above the Company, each Preferred Holder and each Non-Transferring Key Executive written notice (the “Co-Sale Eligible SharesNotice”)) that each Preferred Holder and Non-Transferring Key Executive shall have the right, each Eligible exercisable upon written notice to such Key Holder who has not exercised its rights under Section 6.2 Transferor with a copy to the Company within fifteen (each, a “15) days after receipt of the Co-Sale Eligible Holder”) may elect Notice, to exercise its right participate in such Transfer of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Key Holder Shares on the same terms and conditions. Such notice shall indicate the number of shares of Preferred Holder Shares or Key Holder Shares up to that number of shares determined under Section 2.4(b) such Preferred Holder or Non-Transferring Key Executive wishes to sell under his or her right to participate. To the extent one or more of the Preferred Holders or Non-Transferring Key Executives exercise such right of participation in accordance with the terms and conditions specified set forth below, the number of shares of Key Holder Shares that such Key Holder Transferor may sell in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder transaction shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each CoPreferred Holder and each Non-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Transferring Key Executive may include in the Proposed Transfer sell all or any part of its Shares not that number of shares equal to exceed the product obtained by multiplying (i) the aggregate number of shares of the Key Holder Shares covered by the Co-Sale Eligible Shares Notice and not purchased by the Company, the Preferred Holders or Non-Transferring Key Executives pursuant to Section 2.2 or 2.3 by (ii) a fraction, the numerator of which is the number of shares of the Common Shares owned (or deemed to be owned upon conversion of the Series A Preferred or Series B Preferred) by such Exercising CoPreferred Holder or Non-Sale Holder immediately before consummation Transferring Key Executive at the time of the Proposed Transfer and the denominator of which is the total number of shares of the Common Shares owned (or deemed to be owned upon conversion of the Series A Preferred or Series B Preferred) by such Key Holder Transferor (excluding shares purchased by the Transferor Company and/or Preferred Holders pursuant to Section 3.2 or 3.3) and all Exercising Cothe Preferred Holders and Non-Sale Holders immediately prior to Transferring Key Executives at the consummation time of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance Transfer (with the terms and conditions set forth herein, the number of Coshares owned by any Non-Sale Eligible Shares that Transferring Key Executive for the purposes of this Section 3.4 to include only the shares actually owned by such Key Executive, and not any Key Executive Indirect Shares). If not all of the Preferred Holders or Non-Transferring Key Executives elect to sell their shares of capital stock proposed to be transferred within said fifteen (15) day period, then the Key Holder Transferor may sell shall promptly notify in writing the Preferred Holders and Non- Transferring Key Executives who do so elect and shall offer such Preferred Holders and Non- Transferring Key Executives the additional right to participate in the Proposed Transfer sale of such additional shares of Key Holder Shares proposed to be transferred on the same percentage basis as set forth above in this subsection 3.4(b). The Preferred Holders and Non-Transferring Key Executives shall be correspondingly reducedhave five (5) days after receipt of such notice to notify the Key Holder Transferor in writing with a copy to the Company of its election to sell all or a portion thereof of the unsubscribed shares. (c) The sale of Each Preferred Holder and Non-Transferring Key Executive who elects to participate in the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five pursuant to this Section 3.4 (25) calendar days from the beginning of the Co–Sale Period (the a “Co-Sale ClosingParticipant”). An Exercising Co-Sale Holder ) shall effect its participation in the Proposed Transfer by promptly delivering to such Key Holder Transferor for transfer to the Transferor at the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) the type and number of Ordinary shares of the Common Shares that which such Exercising Co-Sale Holder elect Participant elects to include in the Proposed Transfersell; or (ii) the that number of shares of the Series A Preferred Shares that are and/or Series B Preferred which is at such time convertible into the number of Ordinary shares of the Common Shares that which such Exercising Co-Sale Holder Participant elects to include in the Proposed Transfersell; provided, however, that if the Prospective Transferee prospective purchaser objects to the delivery of convertible the Series A Preferred Shares and/or Series B Preferred in lieu of Ordinary shares of the Common Shares, such Exercising Co-Sale Holder Participant shall first convert such Series A Preferred and/or Series B Preferred into shares of the Preferred Shares into Ordinary Common Shares and deliver Ordinary shares of the Common Shares as provided in Section 3.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser. In the event that a Preferred Holder or Non-Transferring Key Executive does not comply with and/or exercise its rights pursuant to this Section 2.4(c) within ten (10) business days after the delivery of the Co-Sale Notice, such Preferred Holder’s or Non-Transferring Key Executive’s right to participate in the Transfer shall be deemed to have expired. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by stock certificate or certificates that the Transferor and the Exercising Co-Sale Holders Participant delivers to such Key Holder Transferor pursuant to this Section 6.3 will 3.4(c) shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Common Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Co-Sale Notice, and the Key Holder Transferor shall concurrently therewith remit to each Exercising such Co-Sale Holders Participant that portion of the sale proceeds to which such Exercising Co-Co- Sale Holders Participant is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee refuses prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities subject to the Right of from a Co-Sale from any Exercising CoParticipant exercising its rights of co-Sale Holdersale hereunder, no such Key Holder Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser or purchasers any Key Holder Shares unless and until, simultaneously with such sale, such Key Holder Transferor purchases all shall purchase such shares or other securities subject to the Right of from such Co-Sale from such Exercising Participant on the same terms and conditions specified in the Co-Sale HoldersNotice. (e) The exercise or non-exercise of the rights of the Preferred Holders or Non- Transferring Key Executives hereunder to participate in one or more Transfers of the Key Holder Shares made by such Key Holder Transferor shall not adversely affect their rights to participate in subsequent Transfers of Key Holder Shares subject to Section 2. (f) For avoidance To the extent that the Preferred Holders or Non-Transferring Key Executives do not elect to participate in the sale of doubt, the Right of Co–Sale shall not apply with respect to Transfer Key Holder Shares sold or to be sold subject to the Eligible Co-Sale Notice, such Key Holder Transferor may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Holder Shares covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Holder Shares by a Key Holder Transferor, shall again be subject to the first refusal and co-sale rights of the Company, Preferred Holders under and/or Non- Transferring Key Executives and shall require compliance by a Key Holder Transferor with the Right of First Refusal procedures described in this Section 6.23.

Right of Co-Sale. (a) If In the event that there are any Transfer Shares subject to a Proposed Transfer are shares of Common Stock not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises of Securities through the exercise of the rights granted in Subsection (A) of this Section 1, no transfer of any of such right shares shall be made other than in compliance with this Subsection (B). The Selling Securityholder shall notify the Holders of participation Securities, in accordance with the terms and conditions set forth hereinmanner described in Subsection (A) of this Section 1, of the number of Coshares of Common Stock remaining to be sold to the Prospective Purchaser, restating the price to be paid in exchange therefor and the terms of the proposed transaction. Such notice shall state the maximum number of shares of Common Stock which may be sold to the Prospective Purchaser by each Holder of Securities as determined in accordance herewith. With respect to any shares of Common Stock which were unsold, each Holder of Securities shall thereupon be entitled for a period of 20 days after the date of such notice to offer to sell to the Prospective Purchaser, for such price and upon such terms, that proportion (rounded to the nearest whole share) of the number of shares of Common Stock proposed to be sold as such Holder's aggregate holding of Securities then bears to the aggregate amount of Securities then held by all Holders of Securities exercising their rights of co-Sale Eligible Shares that sale under this Subsection (B). The rights granted to the Transferor Holders of Securities in this Subsection (B) may sell be exercised in whole or in part and shall be exercised by the tender, conditioned upon receipt of the consideration for the Common Stock sold hereunder, of the maximum number of shares of Common Stock the Holder thereof desires to sell, endorsed and in transferable form, free and clear of liens, claims, security interests and other encumbrances, to the Company, which shall act as agent for purposes of such sale. On the first business day following the date 20 days following the date of the first notice given to the Holders of Securities, the Company shall notify the Selling Securityholder, the Holders of Securities, and the Prospective Purchaser of the amount of Securities to be sold under this Subsection (B) of Section 1, the price to be paid for any shares of Common Stock and the price therefor. In such notice to the Prospective Purchaser, the Company shall direct the Prospective Purchaser to furnish to the Company, as agent, within 10 days of the date of such notice, the price of such tendered shares of Common Stock in the Proposed Transfer form of an official bank or certified check or checks in specified amounts. Promptly upon receipt of such check or checks, the Company shall be correspondingly reduced. (ci) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five transmit each check (25duly endorsed, if necessary) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at respective tendering Holder or Holders of Securities (ii) transfer the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by shares so purchased on the registered agent books of the Company for a share transfer to into the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number name of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; providedpurchaser thereof, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of (iii) transmit certificates for such shares to the Prospective Transferee. Purchaser thereof by first class or certified mail, (div) The terms transmit tendered shares not so purchased to the Holder thereof by first class or certified mail, (v) notify the Holders of Securities in writing, delivered by hand or by first-class, certified or overnight mail, postage prepaid, or by telecopier, of such sale within 5 days following the completion thereof. In the event that, as to any tender of shares of Common Stock or by the Holders of Securities pursuant hereto, the entire purchase price for all shares of Common Stock duly tendered and conditions eligible for sale under this Subsection (B) is not received from the Prospective Purchaser within the aforesaid 10-day period, the Company shall promptly (i) return to the Holders of any sale Securities all the shares of Common Stock tendered by such Holders, delivered by hand or by first class, certified or overnight mail, postage prepaid, and (ii) notify the Selling Securityholder of the return of such shares of Common Stock . Any shares of Common Stock tendered by a Holder of Securities as aforesaid received by the Company more than 20 days following the date of the first notice given to the Holders of Securities pursuant to this Section 6.3 will Subsection (B) shall be contained in, and governed by, a written purchase and ineligible for sale agreement in accordance with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor notice and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred Company shall promptly return such shares of Common Stock to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)tendering Holder, and the Transferor shall remit to each Exercising Co-Sale Holders delivered by hand or by first class, certified or overnight mail. The balance of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason number of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right shares of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or Common Stock to be sold to the Eligible Prospective Purchaser, after deduction of the number of shares of Common Stock properly tendered, if any, by one or more Holders of Securities in accordance herewith, except in the event of a public offering, merger, consolidation, exchange of securities of the Company approved by the stockholders of the Company, may be sold by the Selling Securityholder to the Prospective Purchaser, at the price and upon the terms set forth in the first notice given to the Holders of Securities pursuant to this Subsection (B), not less than 20 days nor more than 60 days following the expiration of the 20-day period during which Holders of Securities were entitled to exercise their rights of co-sale hereunder but only if the Prospective Purchaser has timely paid the purchase price for all shares properly tendered by such Holders and eligible for sale under the Right of First Refusal in Section 6.2this Subsection (B).

Right of Co-Sale. (a) If In the event that any Transfer Founder other than Xxxxx Xxxxxxx or Xxxx Xxxxxx proposes to dispose of Shares subject to a Proposed Transfer are not purchased pursuant third party (other than in accordance with Section 2(b)), after compliance with the provisions of Section 2(c), the Investors shall have the right to Section 6.2 above offer and sell a proportionate number of Shares to the prospective purchaser acquiring such Selling Shareholder’s Shares, at the same price and on the same terms and conditions as outlined in the Notice (the “Co-Sale Eligible SharesRight”), each Eligible Holder who has not exercised its rights under Section 6.2 in accordance with the following procedure: (i) Such selling Founder, as the case may be (each, a “Co-Sale Eligible HolderSeller”) may elect ), shall, prior to exercise its right sale and after compliance with the provisions of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-SaleSection 2(c), the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale PeriodNotice”) to the Investors of their Co-Sale Right. (ii) Each Investor shall have fifteen (15) business days after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving receipt of such notice to determine if it desires to offer Shares to the third-party acquiring such Seller’s Shares. (iii) Such Seller shall cause the proposed purchaser to offer in writing to each Investor that has elected to participate in the sale of the Shares (other than the Seller) (a “Participating Investor”) to purchase at the offer price indicated in the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible HolderNotice, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its that number of Shares not (calculated on an as-converted basis) equal to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible offered Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder Participating Investor immediately before consummation the time of the Proposed Transfer sale (calculated on an as-converted basis) and the denominator of which is the total sum of (x) the number of the Shares then owned by all of the Participating Investors (calculated on an as-converted basis) and (y) the number of Shares owned by the Transferor and all Exercising CoSeller (calculated on an as-Sale Holders immediately prior converted basis). The Shares to be transferred by the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer Seller shall be correspondingly reducedreduced by the aggregate sum of each such product for each Participating Investor. (civ) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Any such Participating Investor shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at Seller for transfer to the Co-Sale Closing proposed purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder participant elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereesell. (dv) The terms and conditions of stock certificate or certificates that any sale such Participating Investor delivers to the Seller pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. subsection (eiv) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will above shall be transferred to the Prospective Transferee against payment therefor proposed purchaser in consummation of the sale of the offered Shares (together with such Participating Investor’s Shares) pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Co-Sale Notice, and the Transferor Seller shall concurrently therewith remit to each Exercising Co-Sale Holders any such Participating Investor that portion of the sale proceeds to which such Exercising Co-Sale Holders the Participating Investor is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (ai) If In the event that AGY receives a bona fide offer from a third Person to purchase all or any of AGY’s Shares in the Company, Grace will have the right, but not an obligation, to participate on a pro rata basis in such proposed Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and otherwise on the same terms and conditions as AGY (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”). (ii) AGY will deliver a written notice to Grace (the “Co-Sale Notice”) not later than thirty (30) days prior to the consummation of such proposed Transfer. Such Co-Sale Notice shall contain the material terms and participate on a pro-rata basis in conditions, including the Proposed Transfer on number of Shares being the same subject of the bona fide offer, the full name and address of the proposed purchaser; and the full terms and conditions specified in of the Proposed Transfer Notice. To proposed offer including the price payable per Share, and any additional consideration which is or may become payable to AGY and any of its Affiliates, which is attributable directly or indirectly to the offer. (iii) If Grace desires to exercise its Right of Co-Sale, the Co-Sale Eligible Holder Grace must give the Transferor and the Company AGY written notice to that effect within fifteen (15) calendar days (after receiving the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b)described above, and upon giving such notice the Co-Sale Eligible Holder notice, Grace shall be deemed to have effectively and irrevocably exercised its respective the Right of Co-Sale. (b) Each Co-Sale Eligible Holder. Upon such exercise, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Grace may include in the Proposed Transfer all or any part of its Grace’s Shares not equal to exceed the product obtained by multiplying (ia) the aggregate number of Shares subject to the proposed Transfer, as specified in the Co-Sale Eligible Shares Notice by (iib) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder Grace immediately before consummation of the Proposed proposed Transfer and the denominator of which is the total number of Shares owned owned, in the aggregate, by the Transferor AGY and all Exercising Co-Sale Holders Grace immediately prior to the consummation of the Proposed proposed Transfer. To If Grace elects to transfer all its Shares, it shall also assign any shareholder loan owed to it by the extent that one or more of Company to the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedthird Person transferee. (civ) The sale At the closing of the Co-Sale Eligible Shares proposed Transfer, AGY, and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Grace, as applicable, shall effect its participation in the Proposed proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) certificates representing the number of Ordinary its Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number which are being sold, properly endorsed for transfer, duly executed instrument of the Preferred Shares that are at such time convertible into the number transfer, sold note and assignment of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects any shareholder loan to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert third Person transferee. AGY and Grace hereby agree that the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 such Transfer will be contained memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. transaction including a provision relating to the repayment or cancellation of the Inter-Company Funding similar to that contemplated by Clause 10.1 (eiii) The securities to be sold by the Transferor above, and the Exercising Co-Sale Holders Parties further covenant and agree to enter into such an agreement as a condition precedent to any Transfer pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersClause 10.2. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (ai) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above Following the expiration of the right of first refusal and purchase rights described in Sections 4.3(b), (c), (d) and (e), each Preferred Holder who previously notified the “Selling Shareholder in the Purchase and Co-Sale Eligible Shares”), each Eligible Holder who has not exercised Notice of such Preferred Holder’s desire to sell a portion of its rights under Section 6.2 shares with the Selling Shareholder (eachsuch Preferred Holder, a “Co-Sale Eligible HolderParticipant”) may elect shall have the right to exercise its right participate in the sale of co-sale any Offered Shares that were not purchased by the Shareholders pursuant to Sections 4.3(b), (a “Right of Co-Sale”c), (d) and participate on a pro-rata basis in the Proposed Transfer (e), on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right ; provided, however, that (a) holders of Co-Sale, the Series A-1 Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice Participant as provided in Section 6.2(b), and upon giving such notice the 4.3(g)(ii) unless all Co-Sale Eligible Holder shall be deemed Participants holding Series B Shares, Series C Shares, Series D Shares and Series E Shares have first exercised or declined to have effectively exercised its respective Right exercise their right of Coco-Sale. sale under this Section 4.3(g); (b) Each holders of Series A Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Eligible Holder, by timely exercising its Right of Participant as provided in Section 4.3(g)(ii) unless all Co-Sale Participants holding Series A-1 Shares have first exercised or declined to exercise their right of co-sale under this Section 4.3(g); and (each Co-Sale Eligible Holder exercising its Right c) no Preferred Holders shall be entitled under this Section 4.3(g) to participate in Transfers of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Restricted Shares by (ii) a fractionSelling Shareholder incident to divorce, the numerator legal separation, bankruptcy or other proceedings, or death or in any other involuntary Transfers of which is the number of Restricted Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfera Selling Shareholder. To the extent that one or more of the Co-Sale Eligible Preferred Holders exercises exercise such right of participation co-sale in accordance with the terms and conditions set forth hereinbelow, the number of Restricted Shares that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced. Shareholders shall not have any right of first refusal to purchase the Shares to be sold by the Co-Sale Participants pursuant to this Section 4.3(g). (ii) Each Co-Sale Participant may sell all or any part of that number of Conversion Shares equal to the product obtained by multiplying (A) the Offered Shares, less (x) any Offered Shares purchased pursuant to Sections 4.3(b), (c), (d) and (e), (y) when holders of Series A-1 Shares shall be deemed Co-Sale Participants, any Conversion Shares that holders of Series B Shares, Series C Shares, Series D Shares and Series E Shares shall have elected to co-sell under this Section 4.3(g), and (z) when holders of Series A Shares shall be deemed Co-Sale Participants, any Conversion Shares that holders of Series A-1 Shares, Series B Shares, Series C Shares, Series D Shares and Series E Shares shall have elected to co-sell under this Section 4.3(g), by (B) a fraction, the numerator of which shall be the number of Co-Sale Eligible Shares that (as defined below) owned by such Co-Sale Participant and the Transferor may sell in the Proposed Transfer denominator of which shall be correspondingly reduced. the total number of Co-Sale Shares held by all Co-Sale Participants and the Common Shares (cassuming full conversion of outstanding Preferred Shares) The sale held by the Selling Shareholder, calculated immediately prior to the time of the Transfer. For the purpose of this Section 4.3(g)(ii), “Co-Sale Shares” means (A) any Common Shares issued or issuable upon conversion of the Series B, Series C Shares, Series D Shares or Series E Shares if the Co-Sale Eligible Participants are the holders of Series B, Series C Shares, Series D Shares and remaining Transfer Series E Shares, (B) any Common Shares shall occur within twenty-five (25) calendar days from the beginning issued or issuable upon conversion of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at Series A-1 Shares if the Co-Sale Closing one Participants are the holders of Series A-1 Shares, and (C) any Common Shares issued or more share certificate(s) together with other necessary documents required by the registered agent issuable upon conversion of the Company for a share transfer to Series A Shares if the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in Participants are the Proposed Transfer; or (ii) the number holders of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Series A Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer To the extent the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)2.2, each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect shall have the right to exercise its right participate in such sale of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Equity Securities on the same terms and conditions as specified in the Proposed Transfer Notice. Notice by notifying the Transferor in writing within twenty (20) days after receipt of the Transfer Notice referred to in Section 2.2(a) (such Holder, a “Selling Holder”). (i) Such Selling Holder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Holder wishes to sell under its right to participate. (ii) To the extent one or more of the Holders exercise its Right such right of Co-Saleparticipation in accordance with the terms and conditions set forth below, the Co-Sale Eligible Holder must give number of Equity Securities that the Transferor and may sell in the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each Co-Sale Eligible Holder, by timely exercising its Right Selling Holder may elect to sell up to such number of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not Equity Securities equal to exceed the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Section 2.2 hereof by (ii) a fraction, the numerator of which is the number of Shares Ordinary shares (including the number of Ordinary shares that would be issuable upon the exercise, conversion or exchange of Ordinary share Equivalents) owned by such Exercising Co-Sale the Selling Holder immediately before consummation on the date of the Proposed Transfer Notice and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, Ordinary shares (including the number of Co-Sale Eligible Shares Ordinary shares that would be issuable upon the exercise, conversion or exchange of Ordinary share Equivalents) owned by all Selling Holders and the Transferor may sell in on the Proposed date of the Transfer shall be correspondingly reducedNotice. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Each Selling Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Selling Holder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares Equity Securities in lieu of Ordinary Sharesshares, such Exercising Co-Sale Selling Holder shall first only deliver Ordinary shares (and therefore shall convert the Preferred Shares any such Equity Securities into Ordinary Shares shares) and deliver certificates corresponding to such Ordinary Shares as provided aboveshares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (d) The terms and conditions of any sale share certificate or certificates that a Selling Holder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e2.3(c) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Holder is entitled by reason of its participation in such sale. If . (e) To the extent that any Prospective Transferee prospective purchaser prohibits the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Holder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all Selling Holder such shares or other securities subject that such Selling Holder would otherwise be entitled to sell to the Right of Coprospective purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter are to be sold to a Prospective Transferee (such Transfer Shares, the “Co-Sale Eligible Shares”), each the Eligible Holder who has not exercised its rights under Section 6.2 6.2(c) (each, a “Co-Sale Eligible Holder”) ), may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Eligible Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned owned, in the aggregate, by the Transferor and all Exercising Co-Sale Eligible Holders immediately prior to the consummation of the Proposed Transfer, plus the number of Shares held by the Transferor. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2(a). (d) A Co-Sale sale Eligible Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at Transferor, prior to the Co-Sale Closing Closing, one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transferee, which share certificate(s) shall representrepresenting: (i) the number of Ordinary Shares that such Exercising Co-Sale sale Eligible Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale sale Eligible Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale sale Eligible Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (de) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (ef) The securities Each share certificate a Co-sale Eligible Holder delivers to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 6.3(d) above will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)agreement, and the Transferor shall remit to each Exercising such Co-Sale Holders sale Eligible Holder of the sale proceeds to which such Exercising Co-Sale Holders sale Eligible Holder is entitled by reason of its participation in such sale. If any Prospective Transferee refuses or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Exercising Co-sale Eligible Holder exercising their Right of Co-Sale Holderhereunder, no Transferor may sell any Transfer Shares to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holderssale Eligible Holder. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares subject to at anytime the holders of a Proposed Transfer are not purchased pursuant to Section 6.2 above majority of the shares of the capital stock of the Corporation (the “Co-Sale Eligible Shares”"Majority Stockholders") receive an offer in writing, signed by an offeror or offerors (who must be a person or persons financially capable of carrying out the terms of such bona fide offer) not affiliated in any manner with, or related to, such Majority Stockholders or the Corporation (the "Bona Fide Purchaser"), each Eligible Holder who has not exercised its rights under Section 6.2 (each, in a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale form legally enforceable against such nonaffiliated and unrelated offeror or offerors (a “Right "Bona Fide Offer") to purchase all of Co-Sale”the shares of the Stock owned by such Majority Stockholders, then the Majority Stockholders shall have the right (but not the obligation) to deliver a written notice to the other Stockholders which shall state (i) that the Majority Stockholders propose to effect such a transaction, (ii) the proposed purchase price per share to be paid by the Bona Fide Purchaser, and participate on (iii) the name or names of the Bona Fide Purchaser(s), and which attaches a pro-rata basis in copy of all documents between the Proposed Transfer on Majority Stockholders and such Bona Fide Purchaser necessary to establish the same terms of the transactions with respect to the Stock. The other Stockholders (the "Selling Stockholders") agree that, upon receipt of such notice, such Selling Stockholders shall be obligated to sell all of their Stock upon the terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor such transaction (and the Company written notice otherwise take all necessary action to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to cause the consummation of the Proposed Transferproposed transaction). To Not less than two (2) days prior to the extent that one or more proposed transfer, the Selling Stockholders shall tender their Voting Trust Certificates to the Trustee and the Trustee shall promptly instruct the Corporation to issue to such Selling Stockholder certificates representing the Stock of such Selling Stockholder to be purchased pursuant to the Bona Fide Offer, whereupon the Selling Stockholders shall deliver to the Majority Stockholders, each such certificate, properly endorsed for transfer, along with any other appropriate documentation to permit the sale of the CoSelling Stockholders' Stock, including, without limitation, a limited power-Sale Eligible Holders exercises such right of participation of-attorney authorizing the Majority Stockholders (or their designee) to transfer the Selling Stockholders' Stock to the Bona Fide Purchaser (in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (cBona Fide Offer) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with execute all other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that be executed in connection with such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (ai) If any To the extent the Investors do not exercise their respective rights of first refusal as to all of the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)Notice, each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect such Investor shall have the right to exercise its right participate in such sale of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Offered Shares on the same terms and conditions as specified in the Proposed Transfer NoticeNotice by notifying the Transferor in writing within ten (10) days following the expiration of Option Period (or if there is a re-allotment in accordance with Section 2.2(ii)(c), the expiration of the Re-allotment Period) (such Investor, a “Selling Shareholder”). Such Selling Shareholder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Shareholder wishes to sell under its right to participate. To the extent one or more Investors exercise its Right such right of Co-Saleparticipation in accordance with the terms and conditions set forth below, the Co-Sale Eligible Holder must give number of Equity Securities that the Transferor and may sell in the Company written notice Transfer to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving third party transferee identified in the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (bii) Each Co-Sale Eligible Holder, by timely exercising its Right The maximum number of Co-Sale (Equity Securities that each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Selling Shareholder may include in the Proposed Transfer all or any part of its Shares not elect to exceed sell shall be equal to the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the remaining Offered Shares being transferred to the third party transferee identified in the Transfer Notice after giving effect to the exercise of all rights of first refusal pursuant to Section 2.2 hereof, multiplied by (ii) a fraction, the numerator of which is the number of Class B Ordinary Shares (including Preferred Shares and Class A Ordinary Shares on an as-converted to Class B Ordinary Share basis) owned by such Exercising Co-Sale Holder immediately before consummation Selling Shareholder on the date of the Proposed Transfer Notice and the denominator of which is the total number of Class B Ordinary Shares (including Preferred Shares and Class A Ordinary Shares on an as-converted to Class B Ordinary Share basis) owned by the Transferor and all Exercising CoInvestors entitled to exercise their co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such sale right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedhereunder. (ciii) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Each Selling Shareholder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser, before the applicable closing, one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Selling Shareholder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third party purchaser objects to the delivery of convertible Preferred Shares Ordinary Share Equivalents in lieu of Class B Ordinary Shares, such Exercising Co-Sale Holder Selling Shareholder shall first convert the Preferred Shares into only deliver Class B Ordinary Shares (and deliver therefore shall convert any such Ordinary Shares as provided above. The Share Equivalents into Class B Ordinary Shares) and certificates corresponding to such Class B Ordinary Shares, and the Company agrees to make shall effect any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (div) The terms and conditions of any sale share certificate or certificates that a Selling Shareholder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will 2.3 shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Shareholder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Shareholder is entitled by reason of its participation in such sale. If The Company will update its register of members upon the consummation of any Prospective Transferee such Transfer. (v) To the extent that any prospective purchaser prohibits the participation by a Selling Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Shareholder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all Selling Shareholder such shares or other securities subject that such Selling Shareholder would otherwise be entitled to sell to the Right of Coprospective purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. Subject to Section 6.4: (a) If To the extent any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (ROFR Holder other than the “Co-Sale Eligible Shares”)Founder Holdcos, each Eligible Holder who the Management Holdco and their respective Permitted Transferees has not exercised its rights under right of first refusal in full with respect to the Offered Securities pursuant to Section 6.2 6.2, such ROFR Holder shall have the right to participate in the sale of the remaining Offered Securities (eachthe “Sale Securities”) by the Offering Shareholder on the terms and conditions specified in this Section 6.3, by notifying the Offering Shareholder in writing (the “Tag Notice”) within ten (10) Business Days after the expiration of the Re-allotment Period (each such electing ROFR Holder, a “Co-Sale Eligible HolderTagging Shareholder”). The Tag Notice of a Tagging Shareholder shall specify the number of Equity Securities that it wishes to sell pursuant to this Section 6.3. (b) Each Tagging Shareholder may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer offer to sell, on the same terms and conditions specified in as applicable to the Proposed Transfer Notice. To exercise its Right Offering Shareholder, up to a number of Co-SaleShares held by such Tagging Shareholder (as validly elected pursuant to this Section 6.3(b), the Co-Sale Eligible Holder must give the Transferor and the Company written notice “Tag Securities” of such Tagging Shareholder) equal to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying of (ix) the aggregate number of CoOrdinary Shares (on an as-Sale Eligible Shares converted basis) held by such Tagging Shareholder on the date of the ROFR Notice, multiplied by (iiy) a fraction, the numerator numerate of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer Securities and the denominator of which is the total number of Ordinary Shares owned (on an as- converted basis) held by the Transferor and all Exercising Co-Sale Holders immediately prior to Offering Shareholder on the consummation date of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth hereinROFR Notice, less the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall any Offered Securities purchased or to be correspondingly reducedpurchased by any ROFR Holder pursuant to Section 6.2. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Each Tagging Shareholder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at Offering Shareholder for Transfer to the Co-Sale Closing prospective purchaser, one or more share certificate(s) certificates, properly endorsed for transfer, together with other necessary documents required by the registered agent duly executed instrument of the Company for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall representrepresents: (i) the number of Ordinary Shares that which such Exercising Co-Sale Holder elect Tagging Shareholder elects to include in the Proposed Transfer; orsell; (ii) the that number of the Preferred Shares that are which is at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Tagging Shareholder elects to include sell; provided in the Proposed Transfer; providedsuch case that, however, that if the Prospective Transferee prospective purchaser objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder Tagging Shareholder shall first convert the such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Section 6.3(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereeprospective purchaser; or (iii) a combination of the above. (d) The terms and conditions of any sale share certificate or certificates that each Tagging Shareholder delivers to the Offering Shareholder pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e6.3(c) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Tag Notice, and the Transferor Offering Shareholder shall concurrently therewith cause the prospective purchaser to remit to each Exercising Co-Sale Holders such Tagging Shareholder that portion of the sale proceeds to which such Exercising Co-Sale Holders Tagging Shareholder is entitled by reason of its participation in such sale. If In the event any Prospective Transferee prospective purchaser refuses to purchase securities all of the Sale Securities and the Tag Securities sought to be sold by all Tagging Shareholders, the number of the Sale Securities and the Tag Securities of each Tagging Shareholder shall be reduced on a pro rata basis (based on the number of Sale Securities and such Tag Securities) so that the total number of the Sale Securities and the Tag Securities after reduction shall be equal to the number of Equity Securities the prospective purchaser elects to purchase (which in any event shall be no less than the number of Offered Securities set forth in the ROFR Notice). In selling their Tag Securities pursuant to their co-sale right hereunder, the Tagging Shareholders shall not be required to give any representations or warranties with respect to their Tag Securities except to confirm that they have not transferred or encumbered such Tag Securities. (e) To the extent the ROFR Holders do not elect to purchase all of the Offered Securities in accordance with Section 6.2, then, subject to the Right co-sale right of Co-the ROFR Holders under this Section 6.3, the Offering Shareholder may, not later than forty (40) Business Days (which may be extended by an additional period of up to fifty (50) Business Days to the extent reasonably required to obtain any necessary governmental approvals) following delivery of the Tag Notice (the “Transfer Period”), conclude a Transfer of the Sale from Securities, which shall be on substantially the same (and in any Exercising Co-event no more favorable to the prospective purchaser) terms and conditions as those described in the ROFR Notice. Any proposed transfer of such Sale HolderSecurities on terms and conditions which are materially different from, no Transferor may sell or more favorable to the prospective purchaser than, those described in the ROFR Notice, or in the event the Offering Shareholder does not consummate the sale of such Sale Securities within the Transfer Period, any subsequent proposed Transfer Shares to of such Prospective Transferee unless and untilSale Securities or any other Equity Securities by the Offering Shareholder, simultaneously with such sale, such Transferor purchases all securities shall again be subject to the Right right of Cofirst refusal and the co-Sale from such Exercising Co-Sale Holders. (f) For avoidance sale right of doubt, the Right of Co–Sale ROFR Holders and shall not apply require compliance by the Offering Shareholder with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal procedures described in Section 6.26.2 and Section 6.3. Notwithstanding the foregoing, no Offering Shareholder may conclude a Transfer of the Sale Securities unless all Tag Securities are being sold at the same time with such Transfer of the Sale Securities in accordance with Section 6.3(d).

Right of Co-Sale. (ai) If To the extent the ROFR Right Holders do not exercise their respective rights of first refusal as to all of the Equity Securities of the Company proposed to be sold by any Transfer Shares subject to a Proposed Transfer are not purchased ROFR Transferor pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)7.2, each Eligible ROFR Right Holder who has that did not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-first refusal pursuant to Section 7.2 with respect to such ROFR Offered Shares shall have the right to participate in such sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Equity Securities on the same terms and conditions as specified in the Proposed ROFR Transfer NoticeNotice (but in no event less favorable to the ROFR Transferor) by notifying the ROFR Transferor in writing within the ROFR Right Holder’s Option Period (such ROFR Right Holder a “Selling Shareholder”). Such Selling Shareholder’s notice to the ROFR Transferor shall indicate the number of Equity Securities the Selling Shareholder wishes to sell under its right to participate as permitted under Section 7.3(ii) below. To the extent one or more ROFR Right Holders exercise its Right such right of Co-Saleparticipation in accordance with the terms and conditions set forth below, the Co-Sale Eligible Holder must give the Transferor and number of Equity Securities of the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving ROFR Transferor may sell in the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced proportionally. (bii) Each Co-Sale Eligible Holder, by timely exercising its Right The total number of Co-Sale (Equity Securities of the Company that each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Selling Shareholder may include in the Proposed Transfer all or any part of its Shares not elect to exceed sell shall be equal to the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the ROFR Offered Shares multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares owned held by such Exercising CoSelling Shareholder on an issued and outstanding and as-Sale Holder immediately before consummation converted basis on the date of the Proposed ROFR Transfer Notice, and the denominator of which is the total number of Ordinary Shares owned held by the ROFR Transferor and all Exercising CoSelling Shareholders on an issued and outstanding and as-Sale Holders immediately prior to converted basis on the consummation date of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedNotice. (ciii) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Each Selling Shareholder shall effect its participation in the Proposed Transfer sale by promptly delivering to the ROFR Transferor at for transfer to the Co-Sale Closing ROFR Third Party Purchaser one or more share certificate(s) together with other necessary documents required by certificates, properly endorsed for transfer, which represent the registered agent type and number of Equity Securities of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Selling Shareholder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee Third Party Purchaser objects to the delivery of convertible Preferred Shares Equity Securities in lieu of Ordinary Shares, such Exercising Co-Sale Holder Selling Shareholder shall first convert the Preferred Shares into Ordinary Shares and only deliver Ordinary Shares as provided above(and therefore shall convert any such Equity Securities into Ordinary Shares) and certificates corresponding to such Ordinary Shares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (div) The terms and conditions of any sale share certificate or certificates that a Selling Shareholder delivers to the ROFR Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e7.3(iv) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor ROFR Third Party Purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed ROFR Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the ROFR Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Shareholder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Shareholder is entitled by reason of its participation in such sale. If . (v) To the extent that any Prospective Transferee ROFR Third Party Purchaser prohibits the participation of a Selling Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Shareholder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no ROFR Transferor may shall not sell any Transfer Shares to such Prospective Transferee ROFR Third Party Purchaser any Equity Securities unless and until, simultaneously with such sale, the ROFR Transferor shall purchase from such Transferor purchases all Selling Shareholder such shares or other securities subject that such Selling Shareholder would otherwise be entitled to sell to the Right of CoROFR Third Party Purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the ROFR Transfer Notice. (fvi) For avoidance In the event that CSRF as the Selling Shareholder intends to exercise the right of doubtco-sale under this Section 7.3 and the exercise of such right is subject to any state-owned asset procedure, without prejudice to the rights and privilleges of any other Shareholder as set forth in this Section 7.3, the Right of Co–Sale other Shareholders shall not apply coordinate and cooperate with respect to Transfer Shares sold or to CSRF and provide necesssary assistance as may be sold to the Eligible Holders under the Right of First Refusal reasonably requested by CSRF in Section 6.2connection with such state-owned asset procedure.

Right of Co-Sale. (ai) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (Following the “expiration of the Purchase Period, each Preferred Shareholder who previously notified the Selling Shareholder in the Purchase and Co-Sale Eligible Shares”), each Eligible Holder who has not exercised Notice of such Preferred Shareholder’s desire to sell a portion of its rights under Section 6.2 shares with the Selling Shareholder (eachsuch Preferred Shareholder, a “Co-Sale Eligible HolderParticipant”) may elect shall have the right to exercise its right participate in the sale of co-sale (a “Right of Co-Sale”any Offered Shares that were not purchased by the Company and the Preferred Shareholders pursuant to Sections6.3(a) and participate on a pro-rata basis in (b) (the Proposed Transfer “Residual Shares”), on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises Preferred Shareholders exercise such right of participation co-sale in accordance with the terms and conditions set forth hereinbelow, the number of Co-Sale Eligible Offered Shares that the Transferor Selling Shareholder may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right total number of Offered Shares should remain the same as which is specified in the Transfer Notice even if any Co–-Sale shall not apply with respect Participant elects to Transfer exercise its right hereunder to participate in the sale of any Offered Shares. (ii) Each Co-Sale Participant may sell all or any part of that number of Residual Shares sold or to be sold equal to the Eligible Holders under product obtained by multiplying (A) the Right Residual Shares, by (B) a fraction, the numerator of First Refusal in Section 6.2which shall be the number of Ordinary Shares owned by such Co-Sale Participant (on an as-converted basis) and the denominator of which shall be the total number of Ordinary Shares held by all Co-Sale Participants and the Selling Shareholder (on an as-converted basis), calculated immediately prior to the time of the Transfer.

Right of Co-Sale. (a) If any Transfer To the extent the Company and the Holders do not exercise their respective rights of refusal as to all of the Offered Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above 5 hereof, then each Holder (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Right Holder”” for purposes of this Section 6) may elect which notifies the Selling Shareholder in writing within fifteen (15) days after receipt of the Additional Selling Shareholder Transfer Notice referred to exercise its in Section 5(c) hereof, shall have the right to participate in such sale of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Offered Shares on the same terms and conditions as specified in the Proposed Selling Shareholder Transfer Notice. To exercise its Right of Such Co-Sale, Sale Right Holder’s notice to the Selling Shareholder shall indicate the number of shares of Series A Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) the Co-Sale Eligible Right Holder must give wishes to sell under its right to participate. To the Transferor extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the Company written notice to number of shares of Offered Shares that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving Selling Shareholder may sell in the Proposed Selling Shareholder Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer sell all or any part of its Shares not that number of shares of Series A Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) equal to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible shares of Offered Shares covered by the Transfer Notice less any shares purchased by the Company or Holders pursuant to Section 5 by (ii) a fraction, the numerator of which is the number of Shares shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock), owned by such Exercising the Co-Sale Right Holder immediately before consummation on the date of the Proposed Selling Shareholder Transfer Notice and the denominator of which is the total number of Shares shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock) owned by the Transferor Selling Shareholder and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Right Holders exercises such right on the date of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Selling Shareholder Transfer shall be correspondingly reducedNotice. (c) The sale of the Each Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Right Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company Selling Shareholder for a share transfer to the Prospective Transferee, which share certificate(s) shall representprospective purchaser: (i) a certificate certifying that such Co-Sale Right Holder owns the shares to be sold free and clear of liens, claims and encumbrances, and has the full right and power to transfer such shares; and (ii) one or more stock certificates, properly endorsed for transfer, which represent: (A) the number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Right Holder elect elects to include in the Proposed Transfersell; or (iiB) the number of the shares of Series A Preferred Shares that Stock which are at such time convertible into the number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Right Holder elects to include in the Proposed Transfersell; provided, however, that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Series A Preferred Shares Stock in lieu of Ordinary SharesCommon Stock, such Exercising Co-Sale Right Holder shall first convert the such Series A Preferred Shares Stock into Ordinary Shares Common Stock and deliver Ordinary Shares Common Stock as provided abovein this Section 6. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by stock certificate or certificates that the Transferor and the Exercising Co-Sale Holders Right Holder delivers to the Selling Shareholder pursuant to this Section 6.3 will 6(c) shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Series A Preferred Stock (or Common Stock issued or issuable upon conversion thereof) pursuant to the terms and conditions specified in the Proposed Selling Shareholder Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor Selling Shareholder shall concurrently therewith remit to each Exercising such Co-Sale Holders Right Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Right Holder is entitled by reason of its participation in such salesale (the “Sale Proceeds”); provided, however, that the Selling Shareholder shall not be obligated to issue any Sale Proceeds to the Co-Sale Right Holder unless the certificates evidencing the Series A Preferred Stock (or Common Stock issued or issuable upon conversion thereof) are either delivered to the Selling Shareholder, or the Co-Sale Right Holder notifies the Selling Shareholder that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the prospective purchaser to indemnify the prospective purchaser from any loss incurred in connection with such certificates. If To the extent that any Prospective Transferee prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities subject to the Right of from a Co-Sale from any Exercising CoRight Holder exercising its rights of co-Sale Holdersale hereunder, no Transferor may the Selling Shareholder shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser or purchasers any Offered Shares unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such Transferor purchases all shares or other securities subject to the Right of from such Co-Sale from such Exercising Co-Sale HoldersRight Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Selling Shareholder Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If To the extent any Investor does not exercise its respective rights of first refusal as to any of its pro-rata share of the Offered Shares proposed to be sold by the Transferor to the Proposed Transferee identified in the Transfer Shares subject to a Proposed Transfer are not purchased Notice pursuant to Section 6.2 above 9.3, the Transferor shall give notice thereof to such Investors (the “Co-Sale Eligible SharesNotice”), each Eligible Holder who has not exercised its rights under Section 6.2 ) (each, a “specifying in such Co-Sale Eligible Holder”) Notice the number of remaining Offered Shares as well as the number of Shares that the Investors may elect participate with), and such Investors shall have the right to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in such sale, to the Proposed Transferee identified in the Proposed Transfer Notice, of the remaining Offered Shares not purchased pursuant to Section 9.3, on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right Notice (but in no event less favorable to the Transferor) by notifying the Transferor in writing within ten (10) Business Days following the date of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days Notice (the “Co-Sale PeriodRight”) after receiving ); provided that such Investors shall not be required to give any representations and warranties with respect to the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such Company other than title to the Shares to be sold by it. Such Investors’ notice to the Transferor shall indicate the number of Shares it wishes to sell under its Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-SaleRight. (b) Each Co-Sale Eligible Holder, by timely exercising its Right The maximum number of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, Shares that an “Exercising Co-Sale Holder”), Investor may include in the Proposed Transfer all or any part of its Shares not elect to exceed sell shall be equal to the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the Offered Shares identified in the Transfer Notice multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) owned by such Exercising Co-Sale Holder immediately before consummation Investor on the date of the Proposed Transfer Notice and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) owned by the Transferor and all Exercising such Investor exercising its Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedRight hereunder. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Investor shall effect its participation in the Proposed Transfer sale by promptly executing and delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent an instrument of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) Company in respect of the type and number of Ordinary Shares that which such Exercising Co-Sale Holder elect Investor elects to include in sell and notifying the Proposed Transfer; or (ii) the number Transferor of the Preferred Shares that are at such time convertible into same, before the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transferapplicable closing; provided, however, however that if the Prospective Proposed Transferee objects to the delivery transfer of convertible Preferred Shares Ordinary Share Equivalents in lieu of Ordinary Shares, upon such Exercising Co-Sale Holder Investor’s request, the Company shall first convert (and the Preferred Shares Transferor shall cause the Company to) effect the conversion of such Ordinary Share Equivalents into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (d) The terms and conditions of any sale share certificate or certificates that the applicable Investor delivers to the Company pursuant to this Section 6.3 will 9.4 shall be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions submitted to the Company for such a transaction. (e) The securities to be sold by the Transferor cancellation and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to Company shall, upon the Prospective Transferee against payment therefor consummation of the sale of the Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the issue a new certificate to such Investor for any remaining balance. The Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Investor that portion of the sale proceeds to which such Exercising Co-Sale Holders the Investor is entitled by reason of due to its participation in such sale. If The Company will update its register of shareholders upon the consummation of any Prospective such Transfer. (e) To the extent that any Proposed Transferee prohibits the participation by an Investor exercising its Co-Sale Rights hereunder in a proposed Transfer or otherwise refuses to purchase Shares or other securities subject to from the Right of Investors exercising its Co-Sale from any Exercising Co-Sale HolderRights hereunder, no the Transferor may shall not sell any Transfer Shares to such Prospective Proposed Transferee any Shares unless and until, simultaneously with such sale, the Transferor shall purchase from the Investor(s) such Transferor purchases all shares or other securities subject that such Investor(s) would otherwise be entitled to sell to the Right of Proposed Transferee pursuant to its Co-Sale from such Exercising CoRights for the same consideration and on the non-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold price terms and conditions no less favorable to the Eligible Holders under Transferor as the Right of First Refusal Proposed Transferee described in Section 6.2the Transfer Notice.

Right of Co-Sale. (a) If any all of the Transfer Shares subject proposed to be sold by a Proposed Transfer Seller are not purchased pursuant by the Company or the Investors as provided in Section 1.3, the Seller shall deliver a notice to Section 6.2 above each non-purchasing Investor informing it of the number of Transfer Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a proproposed to be Transferred to the Transferee. Each such non-rata basis in purchasing Investor shall have the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Saleright, the Co-Sale Eligible Holder must give the Transferor and the Company exercisable upon written notice to that effect the Seller within fifteen five (155) calendar days (after the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving receipt of such notice from the Co-Sale Eligible Holder shall be deemed Seller, to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer elect to sell all or any part of its Shares not the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to exceed the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each such Investor in such Transfer shall be reduced to the product obtained by multiplying (ia) the aggregate number of Co-Sale Eligible Shares shares of Stock that the Transferee is willing to acquire by (iib) a fraction, fraction the numerator of which is the number of Shares owned shares of Stock requested to be Transferred by the Seller in the Seller’s Notice or by such Exercising Co-Sale Holder immediately before consummation of Investor in the Proposed Transfer notice delivered under this Section, as applicable, and the denominator of which is the total combined number of Shares owned shares of Stock of the Company so requested be Transferred by the Transferor Seller and all Exercising Co-Sale Holders immediately prior participating Investors. The Stock to be sold shall be transferred by the Seller and the participating Investors to the Transferee in consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Seller’s Notice, and after such transfer the Transferor Seller shall promptly remit to each Exercising Co-Sale Holders participating Investor that portion of the sale proceeds to which such Exercising Co-Sale Holders Investor is entitled by reason of its participation in such sale. If To the extent that any Prospective prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities subject to the Right of Co-Sale from any Exercising Co-Sale Holderparticipating Investor, no Transferor may the Seller shall not sell any Transfer Shares to such Prospective prospective Transferee any Stock unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersSeller shall have complied with Section 2. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares In the event the Company or its assignee(s) fail to exercise its right to purchase all of the Key Employee Stock subject to a Proposed Transfer are not purchased pursuant Section 2.2 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver to Section 6.2 above the Company and each Investor written notice (the “Co-Sale Eligible SharesNotice”)) that each Investor shall have the right, each Eligible Holder who has not exercised its rights under Section 6.2 exercisable upon written notice to such Key Employee with a copy to the Company within fifteen (each, a “15) days after receipt of the Co-Sale Eligible Holder”) may elect Notice, to exercise its right participate in such Transfer of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Key Employee Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions specified set forth below, the number of shares of Key Employee Stock that such Key Employee may sell in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder transaction shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Investor may include in the Proposed Transfer sell all or any part of its Shares not that number of shares equal to exceed the product obtained by multiplying (i) the aggregate number of shares of Key Employee Stock covered by the Co-Sale Eligible Shares Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, the numerator of which is the number of Shares shares of Common Stock owned by such Exercising Investor at the time of the Co-Sale Holder immediately before consummation of the Proposed Transfer Notice and the denominator of which is the total number of Shares shares of Common Stock, in the aggregate, owned by such Key Employee (excluding shares purchased by the Transferor Company and/or its assignee(s) pursuant to Section 2.2) and all Exercising Co-Sale Holders immediately prior to the consummation of Investors at the Proposed Transfer. To the extent that one or more time of the Co-Sale Eligible Holders exercises Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of participation in accordance with such additional shares of Key Employee Stock proposed to be transferred on the terms and conditions same percentage basis as set forth hereinabove in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the number Company, of Co-Sale Eligible Shares that its election to sell all or a portion of the Transferor may sell in the Proposed Transfer shall be correspondingly reducedunsubscribed shares. (c) The sale of Each Investor that elects to participate in the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five pursuant to this Section 2 (25) calendar days from the beginning of the Co–Sale Period (the a “Co-Sale ClosingParticipant”). An Exercising Co-Sale Holder ) shall effect its participation in the Proposed Transfer by promptly delivering to such Key Employee for transfer to the Transferor at the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) the type and number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Holder elect Participant elects to include in the Proposed Transfersell; or (ii) the that number of the shares of Preferred Shares that are Stock which is at such time convertible into the number of Ordinary Shares that shares of Common Stock which such Exercising Co-Sale Holder Participant elects to include in the Proposed Transfersell; provided, however, that if the Prospective Transferee prospective purchaser objects to the delivery of convertible Preferred Shares Stock in lieu of Ordinary SharesCommon Stock, such Exercising Co-Sale Holder Participant shall first convert the such Preferred Shares Stock into Ordinary Shares Common Stock and deliver Ordinary Shares Common Stock as provided in Section 2.3(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by stock certificate or certificates that the Transferor and the Exercising Co-Sale Holders Participant delivers to such Key Employee pursuant to this Section 6.3 will 2.3(c) shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Co-Sale Notice, and the Transferor Key Employee shall concurrently therewith remit to each Exercising such Co-Sale Holders Participant that portion of the sale proceeds to which such Exercising Co-Sale Holders Participant is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee refuses prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities subject to the Right of from a Co-Sale from any Exercising CoParticipant exercising its rights of co-Sale Holdersale hereunder, no Transferor may such Key Employee shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser or purchasers any Key Employee Stock unless and until, simultaneously with such sale, such Transferor purchases all Key Employee shall purchase such shares or other securities subject to the Right of from such Co-Sale from such Exercising Participant on the same terms and conditions specified in the Co-Sale HoldersNotice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) For avoidance To the extent that the Investors do not elect to participate in the sale of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold Key Employee Stock subject to the Eligible Holders under Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Right Company of First Refusal the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 6.22.

Right of Co-Sale. (ai) If any In the event that the LLC and/or the Participating Members do not elect to purchase all of the Transfer Shares subject to a Proposed Transfer are not purchased Securities pursuant to Sections 11.01(b) and Section 6.2 above 11.01(c), the Transferring Member shall deliver to the LLC and each Preferred Member written notice (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible HolderNotice”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in that each Preferred Member shall have the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Saleright, the Co-Sale Eligible Holder must give the Transferor and the Company exercisable upon written notice to that effect within fifteen (15) calendar days (the “Co-Sale PeriodResponse”) to the Transferring Member within ten (10) days after receiving receipt of the Proposed Co- Sale Notice, to participate in such Transfer Notice as provided in Section 6.2(b), of the Transfer Securities on the same terms and upon giving such notice the conditions. Such Co-Sale Eligible Holder Response shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is indicate the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior holder desires to the consummation of the Proposed Transfersell under such holder’s right to participate. To the extent that one or more of the Co-Sale Eligible Holders exercises Preferred Members exercise such right of participation in accordance with the terms and conditions set forth hereinbelow, the number of Co-Sale Eligible Shares Transfer Securities that the Transferor Transferring Member may sell in the Proposed Transfer transaction shall be correspondingly reduced. (cii) The sale Each Preferred Member may sell all or any part of its Shares equal to the product obtained by multiplying (A) the aggregate number of Transfer Securities covered by the Co-Sale Eligible Notice by (B) a fraction the numerator of which is the number of Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from owned by such Preferred Member at the beginning time of the Co–Sale Period Transfer, calculated on an as-converted to Common Share basis, and the denominator of which is the sum of (1) the “Conumber of Common Shares owned by the Transferring Member, calculated on an as-Sale Closing”). An Exercising Coconverted to Common Share basis, and (2) the number of Shares owned by all of the electing Preferred Members at the time of the Transfer, calculated on an as-Sale Holder converted to Common Share basis. (iii) Each Preferred Member who elects to participate in the Transfer pursuant to this Section 11.01(e) shall effect its participation in the Proposed Transfer by promptly delivering in escrow to the Transferor at LLC for transfer on behalf of such holder to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates (if any), properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder holder elects to include in the Proposed Transfersell; provided, however, that if the Prospective Transferee objects Shares are not certificated, then each holder shall effect its participation by delivering written notice to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert LLC and the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective TransfereeTransferring Member. (div) The terms and conditions of any sale certificate or certificates (if any) that the Preferred Member delivers to the LLC pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e11.01(e)(iii) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser on consummation of the sale of Transfer Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Co-Sale Notice, and the Transferor LLC shall concurrently therewith remit to each Exercising Co-Sale Holders such Preferred Member that portion of the sale proceeds to which such Exercising Co-Sale Holders Preferred Member is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares or other securities subject to the Right of from another Preferred Member exercising its Co-Sale from any Exercising Co-Sale HolderRights hereunder, no Transferor may the Transferring Member shall not sell to such prospective purchaser or purchasers any Transfer Shares to such Prospective Transferee Securities unless and until, simultaneously with such sale, such Transferor purchases all Transferring Member shall purchase such Shares or other securities from such Preferred Member on the same terms and conditions specified in the Co-Sale Notice. (v) The exercise or non-exercise of the rights of the Preferred Members hereunder to participate in one or more Transfers of Transfer Securities made by the Transferring Member shall not adversely affect their rights to participate in subsequent Transfers of Shares. (vi) If none of the Preferred Members elects to participate in the sale of Transfer Securities subject to the Right of Co-Sale from such Exercising Notice, the Transferring Member may, not later than thirty (30) days following delivery to the LLC of the Co-Sale HoldersNotice, enter into an agreement providing for the closing of the Transfer of the Transfer Securities covered by the Co-Sale Notice within ten (10) days of such agreement on terms (including the price) and conditions not more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions more favorable to the proposed transferor than those described in the Co- Sale Notice, as well as any subsequent proposed Transfer of any Shares by the Transferring Member, shall again be subject to the Co-Sale Rights of the Preferred Members and shall require compliance by the Transferring Member with the procedures described in this Section 11.01(e). (fvii) For avoidance Any participating Preferred Member may withdraw from exercising such participating Preferred Member’s right of doubtco-sale under this Section 11.01(e) in connection with a proposed Transfer at any time prior to the consummation of such Transfer, in which case the number of Transfer Securities that the Transferring Member may sell in the proposed Transfer shall be correspondingly increased to give effect to the non-participation of such Preferred Member. (viii) Subject to Section 11.01(e)(ix), the Right aggregate consideration payable to the participating Preferred Members and the Transferring Member shall be allocated based on the number of Co–Sale shall not apply with respect to Transfer Shares sold or to be Securities sold to the Eligible Holders under prospective transferee by each participating Preferred Member and the Right Transferring Member. (ix) In the event that the proposed Transfer constitutes a Deemed Liquidation Event, the terms of First Refusal the agreement related to such Transfer shall provide that the aggregate consideration from such Transfer shall be allocated to the participating Preferred Members in accordance with Section 6.210.04(b).

Right of Co-Sale. (a) If Subject to the above Section 4.1, if at any Transfer Shares subject to time a Proposed Transfer are not purchased pursuant to Section 6.2 above Founder Party or Haode Investment (the “Co-Sale Eligible Transferor”) proposes to Transfer any Equity Securities that are beneficially owned or held by the Transferor to any Person other than a Permitted Transferee, pursuant to a bona fide offer received from such third party (the “Proposed Transferee”), the Transferor shall promptly send a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating (i) the number of Shares proposed to be Transferred (the “Offered Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 ; (each, a ii) the proposed purchase price per Share (the “Co-Sale Eligible HolderTransfer Price”) may elect to exercise its in US$ in respect of such Transfer; (iii) the material terms and conditions of such Transfer. Each Holder shall have the right of co-sale (a but not the obligation) (the “Right of Co-Sale”) to participate in such Transfer and participate on a pro-rata basis in transfer simultaneously with the Transferor to the Proposed Transfer on the same terms and conditions specified Transferee its Equity Securities in the Proposed Transfer Notice. To accordance with this Section 4.2.The Offeree may exercise its Right of Co-Saleright (such exercising Offeree, the “Selling Shareholder”) under this Section 4.2 by providing a written notice (the “Co-Sale Eligible Holder must give Notice”) to the Transferor and within ten (10) Business Days after receipt of the Company written notice to that effect within fifteen (15) calendar days Transfer Notice (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice delivered to the Co-Sale Eligible Holder Transferor shall be deemed indicate the number of Equity Securities such Selling Shareholder wishes to have effectively exercised sell by exercising its respective Right of Co-Saleright under this Section 4.2. (b) Each Co-Sale Eligible Holder, by timely exercising its To the extent one (1) or more of the Holders exercise the Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right sale in accordance with the terms and conditions set forth below, the number of Co-Sale, an “Exercising Co-Sale Holder”), Equity Securities that the Transferor may include sell in the Proposed Transfer all or any part shall be correspondingly reduced. (c) Each Selling Shareholder may elect to sell up to such number of its Shares not Equity Securities equal to exceed (on a Fully-Diluted Basis) the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible the Offered Shares being transferred by (ii) a fraction, the numerator of which is the number of Shares owned Equity Securities held by such Exercising Co-Sale Holder immediately before consummation the Selling Shareholders on the date of the Proposed Transfer Notice, and the denominator of which is the total number of Shares owned Equity Securities held by the Transferor and all Exercising Co-Sale Holders immediately prior to Selling Shareholders on the consummation date of the Proposed Transfer. To the extent Transfer Notice, provided that one or more if as a result of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth hereinproposed Transfer, the number Founder Parties, Haode Investment and the Angel-1 Investor Parties would collectively lose Control over the Company, each Offeree may elect to sell up to all of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedEquity Securities then held by such Offeree. (cd) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Each Selling Shareholder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transfereeprospective purchaser one (1) or more certificates, properly endorsed for transfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Selling Shareholder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares Equity Securities in lieu of Ordinary Shares, such Exercising Co-Sale Holder Selling Shareholder shall first convert the Preferred Shares such Equity Securities into Ordinary Shares and deliver certificates corresponding to such Ordinary Shares as provided aboveShares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms purchaser and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for contingent on such a transactiontransfer. (e) The securities share certificate or certificates that a Selling Shareholder delivers to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will 4.2(d) shall be transferred delivered to the Prospective Proposed Transferee against payment therefor in consummation of the sale of Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Shareholder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Shareholder is entitled by reason of its participation in such sale. If . (f) To the extent that any Prospective Proposed Transferee prohibits the participation of a Selling Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to the from a Selling Shareholder exercising its Right of Co-Sale from any Exercising Co-Sale Holderhereunder, no the Transferor may shall not sell any Transfer Shares to such Prospective Proposed Transferee any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase such Transferor purchases all securities subject to the Right of Co-Sale Equity Securities from such Exercising Co-Sale HoldersSelling Shareholder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. 2.1. Before any Founder sells, transfers or otherwise disposes of any of his Shares (athe “Offered Shares”) If directly to a proposed purchaser or other transferee (a “Proposed Transferee”) the selling Founder (“Transferor”) shall deliver to the Company and each of the New Holders a written notice (“Transfer Notice”) stating: 2.1.1. the Transferor’s intention to sell or otherwise transfer or dispose of such Offered Shares; 2.1.2. the identity of each Proposed Transferee; 2.1.3. the number of Offered Shares to be transferred to each Proposed Transferee; 2.1.4. the cash price and/or other consideration for which the Transferor proposes to transfer the Offered Shares (“Offered Price”); and 2.1.5. any Transfer Shares subject other material terms and conditions of the proposed transfer. 2.2. Each New Holder shall have the right to participate, on a pro rata basis, in any sale or disposal by a Founder to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on Transferee upon the same terms and conditions specified as set forth in the Proposed Transfer Notice, subject to the terms and conditions set forth in this Section 2. To A New Holder shall exercise its Right right by delivering to the Transferor, within ten Business Days (as defined below) after receipt of Co-Salethe Transfer Notice, written notice of its intention to participate, specifying the Co-Sale Eligible number of Shares such New Holder must give desires to sell to the Proposed Transferee. At the closing of the transaction, such New Holder shall deliver such instruments of transfer and other documents necessary for transfer of the number of Shares which such New Holder elects to sell hereunder (together with, in the case of certificated Shares, one or more certificates representing such Shares) to the Proposed Transferee, and the Transferor and shall pay to such New Holder a pro rata amount of the Company written notice purchase price received from the Proposed Transferee as corresponds to the number of Shares sold by such New Holder as a proportion of the total number of Shares sold to the Proposed Transferee. Each New Holder shall have the right to sell up to that effect within fifteen (15) calendar days (number of Shares equal to the “Co-Sale Period”) after receiving product of the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right number of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include Shares acquired in the Proposed Transfer all or any part of its Shares not Merger that continue to exceed the product obtained be owned by multiplying (i) the aggregate number of Co-Sale Eligible Shares such New Holder multiplied by (ii) a fraction, the numerator of which is the number of Offered Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total sum of the aggregate number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold held by the Transferor and the Exercising Co-Sale number of Shares acquired in the Merger that continue to be owned by each of the New Holders pursuant electing to this Section 6.3 will participate in the sale of the Offered Shares. In the event that the Proposed Transferee desires to purchase a number of Shares different from the amount of the Offered Shares, the amount that the Proposed Transferee desires to purchase shall be transferred substituted for Offered Shares in the above equation for the purpose of determining each New Holder’s participation rights. If none of the New Holders elect to participate in the sale of the Offered Shares subject to the Prospective Transferee against payment therefor pursuant to Transfer Notice, the Transferor may complete the transfer of the Offered Shares covered by the Transfer Notice. Any proposed transfer on terms and conditions specified more favorable than those described in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall remit to each Exercising Co-Sale Holders as well as any subsequent proposed transfer of any of the sale proceeds to which such Exercising Co-Sale Holders is entitled Offered Shares by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities the Transferor, shall again be subject to the Right co-sale rights of Co-Sale from any Exercising Co-Sale Holderthe New Holders and shall require compliance by the Transferor with the procedures described in this Section 2. As used herein, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until“Business Day” means a day other than a Saturday, simultaneously with such salea Sunday or other day on which banks in Phoenix, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold Arizona are authorized or required by law to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2closed.

Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter are to be sold to a Prospective Transferee (such Transfer Shares, the “Co-Sale Eligible Shares”), each Eligible Holder any Preferred Shareholder, who has not exercised its rights under Section 6.2 (each, a the “Co-Sale Eligible HolderShareholder”) ), may elect to exercise its right of to co-sale sell its shares (a the “Right of Co-Sale”) and participate on a up to its pro-rata basis in the Proposed Transfer share on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder Shareholder must give the Transferor and the Company a written notice to that effect within fifteen (15) calendar days (the “Co-Sale Eligible Holder Notice Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder Shareholder shall be deemed to have effectively exercised its respective the Right of Co-Sale. (b) Each . For the purpose of this Section 6.3(a), ‘‘pro-rata share” of a Co-Sale Eligible Holder, Shareholder shall be determined according to the number of Ordinary Shares held by timely exercising its a Co-Sale Shareholder immediately prior to the closing of the transfer of the Transfer Shares held by such Preferred Shareholder in relation to the total number of Ordinary Shares held by the Transferors and all of the Co-Sale Shareholders that have exercised their Right of Co-Sale (each Coon an as-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (iconverted basis) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation closing of the Proposed Transfer. To the extent that one or more transfer of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedShares. (cb) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from simultaneously with the beginning closing of the Co–Sale Period Proposed Transfer in question (the “Co-Sale Closing”). An Exercising For avoidance of doubt, the Right of Co-Sale Holder shall not apply with respect to Transfer Shares sold or to be sold to the Preferred Shareholders under the Right of First Refusal in Section 6.2. (c) Each Co-Sale Shareholder shall effect its participation in the Proposed Transfer by delivering to the Transferor at Transferor, prior to the Co-Sale Closing Closing, one or more executed instruments of transfer and one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transferee, which share certificate(s) shall representrepresenting: (i) the number of Ordinary Shares that such Exercising the Co-Sale Holder elect Shareholder elects to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising the Co-Sale Holder Shareholder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery allotment of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising the Co-Sale Holder Shareholder shall first convert the Preferred Shares into Ordinary Shares and deliver allot Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by Each share certificate the Transferor and the Exercising Co-Sale Holders Shareholder delivers to the Transferor pursuant to this Section 6.3 will 6.3(c) above shall be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)agreement, and the Transferor shall remit to each Exercising the Co-Sale Holders Shareholder of the sale proceeds to which such Exercising the Co-Sale Holders Shareholder is entitled by reason of its participation in such sale. If any Prospective Transferee refuses or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Exercising the Co-Sale HolderShareholders exercising its Right of Co-Sale hereunder, no Transferor may sell any Transfer Shares to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising the Co-Sale HoldersShareholders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. 11.1 Prior to a Qualified IPO, if (x) YY is the Transferor and (y) the Transfer will cause a change of Control of the Group, then (a) If any Transfer YY shall deliver to each holder of Series A Preferred Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above written notice (the “Co-Sale Eligible Notice”) specifying (1) a description of the Offered Shares”), each Eligible Holder who has not exercised its rights under Section 6.2 including the number of the Offered Shares (each, a the “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-SaleShares”) and the maximum number of Series A Preferred Shares that such holder of Series A Preferred Shares may participate on a pro-rata basis in sale, (2) the identity and address of the prospective transferee, and (3) the consideration and the material terms and conditions upon which the proposed Transfer is to be made, and (b) each holder of Series A Preferred Shares shall be entitled to, and may elect to, participate in the Proposed Transfer by YY to the prospective transferee identified in the Co-Sale Notice of the Offered Shares on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice Notice, by delivering to that effect YY, within fifteen ten (1510) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice following delivery of the Co-Sale Eligible Holder Notice, a written notice indicating the number of Series A Preferred Shares that the holder wishes to sell under its right to participate, provided that, if Tencent is the transferee pursuant to Tencent’s exercise of its purchase right in accordance with Section 8.9, any Series A-1 Preferred Shares Transferred to Tencent pursuant to this Section 11 shall, automatically and immediately upon and after such Transfer, convert into an equal number of Series A-2 Preferred Shares. 11.2 The maximum number of Series A Preferred Shares that each holder thereof may elect to sell under its right to participate shall be deemed equal to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying of (i) the aggregate number of the Co-Sale Eligible Shares (on an as-converted basis) being transferred to the prospective transferee identified in the Co-Sale Notice, multiplied by (ii) a fraction, the numerator of which is the number of Series A Preferred Shares (on an as-converted basis) owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer holder and the denominator of which is the sum of (x) the total number of Series A Preferred Shares (on an as-converted basis) owned by all holders thereof, and (y) the total number of Shares (on an as-converted basis) owned by YY, in each case on the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more date of the Co-Sale Eligible Holders exercises such right Notice. 11.3 Each holder of Series A Preferred Shares shall effect its participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares by promptly delivering to YY for transfer to the prospective transferee, before the applicable closing, one or more certificates, properly endorsed for transfer, which represent the type and remaining Transfer number of Series A Preferred Shares that such holder elects to sell. 11.4 The share certificate or certificates that a holder of Series A Preferred Shares delivers to YY pursuant to Section 11.3 shall occur within twenty-five (25) calendar days from be transferred to the beginning prospective transferee in consummation of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at sale of the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders Notice, and YY shall concurrently therewith remit to such holder of Series A Preferred Shares that portion of the sale proceeds to which such Exercising Co-Sale Holders holder is entitled by reason of its participation in such sale. If The Company will update its register of members upon the consummation of any Prospective Transferee such Transfer. 11.5 To the extent that any prospective transferee prohibits the participation by, or otherwise refuses to purchase securities subject to the Right Series A Preferred Shares from, any holder of CoSeries A Preferred Shares exercising its co-Sale from any Exercising Co-Sale Holdersale rights hereunder, no Transferor may YY shall not sell any Transfer Shares to such Prospective Transferee prospective transferee any Shares unless and until, simultaneously with such sale, YY shall purchase from such Transferor purchases all securities subject holder such Series A Preferred Shares that such holder would otherwise be entitled to sell to the Right of prospective transferee pursuant to its co-sale rights hereunder for the same consideration and on the same terms and conditions as the proposed Transfer described in the Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.Notice. Shareholders Agreement

Right of Co-Sale. (ai) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above Following the expiration of the right of first refusal and purchase rights described in Sections 4.3(b), (c), (d) and (e), each Preferred Holder who previously notified the “Selling Shareholder in the Purchase and Co-Sale Eligible Shares”), each Eligible Holder who has not exercised Notice of such Preferred Holder’s desire to sell a portion of its rights under Section 6.2 shares with the Selling Shareholder (eachsuch Preferred Holder, a “Co-Sale Eligible HolderParticipant”) may elect shall have the right to exercise its right participate in the sale of co-sale any Offered Shares that were not purchased by the Shareholders pursuant to Sections 4.3(b), (a “Right of Co-Sale”c), (d) and participate on a pro-rata basis in the Proposed Transfer (e), on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right ; provided, however, that (a) holders of Co-Sale, the Series A-1 Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice Participant as provided in Section 6.2(b), and upon giving such notice the 4.3(g)(ii) unless all Co-Sale Eligible Holder shall be deemed Participants holding Series B Shares and Series C Shares have first exercised or declined to have effectively exercised its respective Right exercise their right of Coco-Sale. sale under this Section 4.3(g); (b) Each holders of Series A Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Eligible Holder, by timely exercising its Right of Participant as provided in Section 4.3(g)(ii) unless all Co-Sale Participants holding Series A-1 Shares have first exercised or declined to exercise their right of co-sale under this Section 4.3(g); and (each Co-Sale Eligible Holder exercising its Right c) no Preferred Holders shall be entitled under this Section 4.3(g) to participate in Transfers of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Restricted Shares by (ii) a fractionSelling Shareholder incident to divorce, the numerator legal separation, bankruptcy or other proceedings, or death or in any other involuntary Transfers of which is the number of Restricted Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfera Selling Shareholder. To the extent that one or more of the Co-Sale Eligible Preferred Holders exercises exercise such right of participation co-sale in accordance with the terms and conditions set forth hereinbelow, the number of Restricted Shares that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced. Shareholders shall not have any right of first refusal to purchase the Shares to be sold by the Co-Sale Participants pursuant to this Section 4.3(g). (ii) Each Co-Sale Participant may sell all or any part of that number of Conversion Shares equal to the product obtained by multiplying (A) the Offered Shares, less (x) any Offered Shares purchased by the Purchasing Holders, (y) when holders of Series A-1 Shares shall be deemed Co-Sale Participants, any Conversion Shares holders of Series B Shares and Series C Shares shall have elected to co-sell under this Section 4.3(g), and (z) when holders of Series A Shares shall be deemed Co-Sale Participants, any Conversion Shares holders of Series A-1 Shares, Series B Shares and Series C Shares shall have elected to co-sell under this Section 4.3(g), by (B) a fraction, the numerator of which shall be the number of Co-Sale Eligible Shares that owned by such Co-Sale Participant and the Transferor may sell in the Proposed Transfer denominator of which shall be correspondingly reduced. the total number of Co-Sale Shares held by all Co-Sale Participants and the Common Shares (cassuming full conversion of outstanding Preferred Shares) The sale held by the Selling Shareholder, calculated immediately prior to the time of the Transfer. For the purpose of this Section 4.3(g)(ii), “Co-Sale Shares” means (A) any Common Shares issued or issuable upon conversion of the Series B or Series C Shares if the Co-Sale Eligible Participants are the holders of Series B or Series C Shares, (B) any Common Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning issued or issuable upon conversion of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at Series A-1 Shares if the Co-Sale Closing one Participants are the holders of Series A-1 Shares, and (C) any Common Shares issued or more share certificate(s) together with other necessary documents required by the registered agent issuable upon conversion of the Company for a share transfer to Series A Shares if the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in Participants are the Proposed Transfer; or (ii) the number holders of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Series A Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer In the event that (i) the First Refusal Selling Stockholder (other than Knightsbridge) shall so elect to sell the Offered Shares subject to the Bona Fide Purchaser and/or the Electing Stockholders, if any, pursuant to clause (i) of Section 5.1(c), (ii) the First Offer Selling Stockholder (other than Knightsbridge) shall so elect to sell the First Offer Shares to a Proposed Transfer Third Party Purchaser and/or the First Offer Electing Stockholders, if any, pursuant to clause (i) of Section 5.2(c) or (iii) an Institutional Investor has arranged to sell Shares (for purposes of this Section 6, "INSTITUTIONAL OFFERED SHARES") to a Bona Fide Purchaser (in which case, for purposes of this Section 6, such Institutional Investor shall be deemed to be a "SELLING STOCKHOLDER"; for purposes of this Section 6, First Refusal Selling Stockholders and First Offer Selling Stockholders shall also be referred to as "Selling Stockholders") pursuant to an offer therefor from a Bona Fide Purchaser (for purposes of this Section 6, the "INSTITUTIONAL PURCHASE OFFER"), then the Selling Stockholder shall deliver a written notice setting forth the terms and conditions of such offer (the "OUTSIDE SALE NOTICE") to the Other Stockholders who are not purchased pursuant to Section 6.2 above a Selling Stockholder ("APPLICABLE STOCKHOLDER") and each Institutional Investor who is neither a Selling Stockholder nor an Electing Stockholder, as the case may be ("APPLICABLE INSTITUTIONAL INVESTOR"), and no such sale shall be made unless and until each Applicable Stockholder and each such Applicable Institutional Investor (collectively, the "ELIGIBLE CO-SALE STOCKHOLDERS") shall have been afforded the right (the “Co"CO-Sale Eligible Shares”SALE RIGHT"), each Eligible Holder who has not exercised its rights under Section 6.2 (eachexercisable upon written notice to the Company and the Selling Stockholder within 30 days after receipt of the Outside Sale Notice, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer sale of Shares at the same time and on the same terms and conditions specified in under which the Proposed Transfer NoticeSelling Stockholder will sell the Selling Stockholder's Offered Shares, First Offer Shares or Institutional Offered Shares, as the case may be. To exercise its Right Each of Co-Sale, the Eligible Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Stockholders may include in the Proposed Transfer sell all or any part of its that number of Shares not held by such Eligible Co-Sale Stockholder equal to exceed the product obtained by multiplying (ix) the aggregate number of CoOffered Shares, First Offer Shares or Institutional Offered Shares, as the case may be (calculated on a fully-Sale Eligible Shares diluted basis), covered by the Purchase Offer by (iiy) a fraction, fraction the numerator of which is the number of Shares shares of Common Stock (calculated on a fully-diluted basis) at the time owned by such Exercising Eligible Co-Sale Holder immediately before consummation of the Proposed Transfer Stockholder and the denominator of which is the total aggregate number of Shares shares of Common Stock (calculated on a fully-diluted basis) owned by the Transferor Selling Stockholder and all Exercising Eligible Co-Sale Holders immediately prior to the consummation of the Proposed TransferStockholders exercising their Co-Sale Right. To the extent that Eligible Co-Sale Stockholders participate in the subject sale of Offered Shares, First Offer Shares or Institutional Offered Shares hereunder, as the case may be, the Selling Stockholder shall be required to reduce the number of its Shares included in the Offered Shares, First Offer Shares or Institutional Offered Shares, as the case may be. (b) If the Company so requests, each Eligible Co-Sale Stockholder receiving an Outside Sale Notice in accordance with Section 6(a) and exercising his, her or its Co-Sale Right shall deliver to the Company, as agent for such Eligible Co-Sale Stockholder, for transfer to the Bona Fide Purchaser one or more certificates, properly endorsed for transfer, which represent the number of the Shares of which such Eligible Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedStockholder elects to Dispose pursuant to this Section 6. (c) The sale of certificate or certificates delivered by the Eligible Co-Sale Eligible Shares and remaining Transfer Shares Stockholders to the Company pursuant to Section 6(b) shall occur within twenty-five (25) calendar days from be transferred by the beginning Company to the Bona Fide Purchaser in consummation of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent Disposition of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and Purchase Offer, the purchase and sale agreement set forth in Section 6.3(d)First Offer Notice, the Third Party Terms or Institutional Purchase Offer, as the case may be, and the Transferor Company shall promptly thereafter remit to each Exercising Eligible Co-Sale Holders Stockholder that portion of the sale Disposition proceeds to which such Exercising Eligible Co-Sale Holders Stockholder is entitled by reason of his, her or its participation in such sale. If Disposition. (d) Notwithstanding any Prospective Transferee refuses to purchase securities subject provision in this Section 6 to the Right contrary or any notice given hereunder, the provisions of this Section 6 shall be suspended immediately upon the occurrence of any event within the scope of Section 7. (e) Notwithstanding any provisions in Section 5.1 and 5.2 to the contrary, no Eligible Co-Sale from any Exercising Stockholder need comply with the provisions of Section 5.1 and 5.2 in connection with the exercise by such Stockholder of its Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersRights hereunder. (f) For avoidance The Bona Fide Purchaser shall, as a condition precedent to the purchase of doubtthe Institutional Offered Shares, the Right of Co–Sale or any part thereof, shall not apply with respect in writing subscribe to Transfer Shares sold or this Agreement and agree to be sold bound by, and shall be entitled to the Eligible Holders under benefit of, all of the Right of First Refusal in Section 6.2terms and conditions hereof.

Right of Co-Sale. (a) If any Transfer Shares subject Xx. Xxxx Holding Vehicle intends to sell to a Proposed Transfer are Transferee the Share it holds, in part or in full, and any of the Non-Selling Shareholders does not purchased elect to exercise the Right of First Refusal pursuant to Section 6.2 above Subsection 3.3, such non-electing Non-Selling Shareholder (except for Management Team Holding Vehicles, unless otherwise approved by the Board of Directors) (the “Co-Sale Eligible SharesShareholder”)) is entitled, each Eligible Holder who has but not exercised its rights under Section 6.2 obligated to, within twenty (each20) Business Days after receiving the Transfer Notice, a “elect to sell or otherwise transfer, at the price and on the terms specified in the Transfer Notice, the Share held by the Co-Sale Eligible Holder”) may elect to exercise its right of co-sale Shareholder, (a the “Right of Co-Sale”) ), subject to the proportion defined below, provided that Xx. Xxxx Hongyi maintains effective control of the Company and participate the aggregated number of Shares held by Xx. Xxxx Holding Vehicle exceeds 9.65% of the Shares then outstanding (on as-converted basis). If a proNon-rata basis in Selling Shareholder fails to so notify the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise Company, it will be deemed to have given up its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) . Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Shareholder may include in the Proposed Transfer sell all or any part of its the number of Shares not held by it that is equal to exceed the product obtained by multiplying (ix) the aggregate number of Offered Shares subject to the Right of Co-Sale Eligible Shares by (iiy) a fraction, the numerator of which is the number of Shares (on as-converted basis) owned by such Exercising the Co-Sale Holder immediately before consummation Shareholder at the time of the Proposed Transfer sale or transfer and the denominator of which is the total combined number of Shares (on an as-converted basis) at the time owned by the Transferor and all Exercising Co-Sale Holders immediately prior Shareholders who elect to exercise their Right of Co-Sale (if any Co-Sale Shareholder does not elect to exercise the Right of Co-Sale to the consummation of full extent then its Ordinary Shares (on as-converted basis) for calculation in the Proposed Transfer. To denominator shall be proportionately reduced) and the extent that one or more of Selling Shareholder. (b) If the Transferee refuses to purchase the Shares from the Co-Sale Eligible Holders exercises such right of participation in accordance with Shareholder, Xx. Xxxx Holding Vehicle shall not sell any Share to the terms and conditions set forth hereinTransferee, unless it purchases from the number of Co-Sale Eligible Shares that Shareholder, at the Transferor may same price and on the same terms, all the shares Co-Sales Shareholders propose to sell in to the Proposed Transfer shall be correspondingly reducedTransferee. (c) The sale If Xx. Xxxx Holding Vehicle intends to sell to a Transferee the Share it holds, in part or in full, and any of Management Team Holding Vehicles does not elect to exercise the Right of First Refusal pursuant to Subsection 3.3, such Management Team Holding Vehicle is entitled, but not obligated to, within twenty (20) Business Days after receiving the Transfer Notice, elect to sell or otherwise transfer, at the price and on the terms specified in the Transfer Notice, the Share held by such Management Team Holding Vehicle, subject to the proportion defined below, provided that the aggregated number of shares held by the Xx. Xxxx Holding Vehicle is below 9.65% of the Shares then outstanding (on as-converted basis), or the proposed transfer of the Offered Shares will reduce the abovementioned percentage to below 9.65%. If a the Management Team Holding Vehicle fails so notify the Company, it will be deemed to have given up its Right of Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning Sale. Management Team Holding Vehicles may sell all or part of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares held by it that such Exercising Co-Sale Holder elect is equal to include in the Proposed Transfer; or product obtained by multiplying (iix) the aggregate number of the Preferred Offered Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holders. by (fy) For avoidance of doubta fraction, the Right numerator of Co–Sale shall not apply with respect to Transfer which is the number of Shares sold (on as-converted basis) owned by the Management Team Holding Vehicles at the time of the sale or to be sold to transfer and the Eligible Holders under denominator of which is the Right combined number of First Refusal in Section 6.2Shares (on an as-converted basis) at the time owned by Management Team Holding Vehicles and the Selling Shareholder.

Right of Co-Sale. (a) If any Transfer In the event that no First Refusal Shares subject are purchased by a Purchaser as provided in Section 1.2 hereof, the Proposed Seller shall deliver a notice to a Proposed Transfer are not purchased pursuant to Section 6.2 above such Purchaser informing it of the number of First Refusal Shares it holds (the “Co-Sale Eligible Shares”)) and intends to sell to the Proposed Transferee. Such Purchaser shall have the right, each Eligible Holder who has not exercised its rights under Section 6.2 exercisable upon written notice to the Proposed Seller within ten (each10) days after the giving of such notice by the Proposed Seller, a “to participate in the Proposed Seller’s sale of Co-Sale Eligible HolderShares at the Sale Price. The delivery of the notice of election under this paragraph shall constitute an irrevocable commitment to sell such shares. To the extent one or more of the Purchasers exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Stock which the Proposed Seller may sell to the Proposed Transferee shall be correspondingly reduced. The right of participation of each of the Purchasers shall be subject to the following terms and conditions: (a) Each of the Purchasers who did not purchase shares pursuant to Section 1.2(b) above (a “Non-Participating Purchaser”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer sell all or any part of its Shares not that number of shares of Stock of the Company held by such Purchaser equal to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares shares of Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities into Common Stock) at the time owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer Purchaser and the denominator of which is the total number of Shares shares of Common Stock owned by all Proposed Sellers (assuming full conversion and exercise of all convertible and exercisable securities into Common Stock). (b) Each of the Transferor and all Exercising Co-Sale Holders immediately prior exercising Purchasers shall effectuate the sale by promptly delivering to the consummation of Proposed Seller for transfer to the Proposed Transfer. To the extent that Transferee one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth hereincertificates, properly endorsed for transfer, which represent the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedshares of Stock which such Purchaser elects to sell. (c) The stock certificates which the participating Purchasers deliver to the Proposed Seller shall be transferred by the Proposed Seller to the Proposed Transferee in consummation of the sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and notice to the purchase and sale agreement set forth in Section 6.3(d)Purchasers, and the Transferor Proposed Seller shall promptly thereafter remit to each Exercising Co-Sale Holders Purchaser that portion of the sale proceeds to which such Exercising Co-Sale Holders Purchaser is entitled by reason of its participation in such sale. If To the extent that any Prospective Transferee refuses prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities subject to the Right of Co-Sale from any Exercising CoPurchaser exercising its rights of co-Sale Holdersale hereunder, no Transferor may the Proposed Seller shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, the Proposed Seller shall purchase such Transferor purchases all shares or other securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersPurchaser for the same consideration and on the same terms and conditions as the proposed Transfer described in the Seller’s Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. 10.1 To the extent the Investors do not exercise their respective rights of first refusal as to all the Offered Shares proposed to be sold by the Transferor to the transferee identified in the Transfer Notice, the Transferor (aother than any Ordinary Shareholder or any Investor proposing to Transfer Ordinary Shares) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above shall promptly give written notice (the “Co-Sale Eligible SharesNotice”), ) thereof to each Eligible Holder who has Investor not exercised exercising its rights under right of first refusal pursuant to Section 6.2 9 (each, a “specifying in such Co-Sale Eligible Holder”) Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor may elect participate in such sale). Each such Investor shall have the right to exercise its right of co-participate in such sale (a “Right of Co-Sale”) and participate on a pro-rata basis to the transferee identified in the Proposed Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right Notice (but in no event less favorable than the terms and conditions offered to the Transferor) (and for the same consideration on an as converted basis) by notifying the Transferor in writing within ten (10) Business Days following the date of Co-Sale, the Co-Sale Eligible Holder must give Notice (each such electing Investor, also a “Selling Shareholder”). Such Selling Shareholder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Shareholder wishes to sell under its right to participate. To the extent one or more Investors exercise such right of participation in accordance with the terms and conditions set forth below, the Company written notice number of Offered Shares that the Transferor may sell in the Transfer to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving prospective transferee identified in the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each Co-Sale Eligible Holder, by timely exercising its Right 10.2 The total number of Co-Sale (Equity Securities that each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Selling Shareholder may include in the Proposed Transfer all or any part of its Shares not elect to exceed sell shall be equal to the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the remaining Offered Shares being transferred to the prospective transferee identified in the Transfer Notice after giving effect to the exercise of all rights of first refusal pursuant to Section 9 hereof, multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted basis) owned by such Exercising Co-Sale Holder immediately before consummation Selling Shareholder on the date of the Proposed Transfer Notice and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) owned by the Transferor and all Exercising Co-Sale Holders immediately prior to Selling Shareholders on the consummation date of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedNotice. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder 10.3 Each Selling Shareholder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at Company, upon the Co-Sale Closing applicable closing, one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transfereecertificates, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Selling Shareholder elects to include in the Proposed Transfersell; provided, however, provided that if the Prospective Transferee prospective purchaser objects to the delivery of convertible Preferred Shares Ordinary Share Equivalents in lieu of Ordinary Shares, such Exercising Co-Sale Holder Selling Shareholder shall first convert the Preferred Shares into Ordinary Shares and only deliver Ordinary Shares as provided above. The (and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares, and the Company agrees to make shall effect any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (d) 10.4 The terms and conditions of any sale share certificate or certificates that a Selling Shareholder delivers to the Company pursuant to this Section 6.3 will 10 shall be contained in, and governed by, a written purchase and cancelled in consummation of the sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by of the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Shareholder that portion of the sale proceeds to which such Exercising Co-Sale Holders the Selling Shareholder is entitled by reason of its participation in such sale. If The Company shall update its register of members upon the consummation of any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersTransfer. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (aA) If To the extent the Company and the Preferred Shareholders do not exercise their respective rights of first refusal (and any Transfer right of reallotment) as to all of the Offered Shares within the time period stipulated in Section 2.2, then subject to a Proposed Transfer are this Section 2.3, the Transferor may sell the Offered Shares as to which the Company and the Preferred Shareholders did not purchased pursuant to Section 6.2 above exercise their rights of first refusal (the “Co-Sale Eligible Shares”). (B) Within fifteen (15) days after expiration of the time for exercise by the Company and the Preferred Shareholders of any rights of first refusal hereunder (and any right of reallotment) in respect of the Offered Shares, the Transferor shall give written notice to each Eligible Holder who Preferred Shareholder which has not exercised its rights under Section 6.2 (eacha right of first refusal in respect of the Offered Shares, a “which notice shall indicate the number of Co-Sale Eligible Shares and advise such Preferred Shareholder of its co-sale rights with respect to such Co-Sale Shares. Each such Preferred Shareholder (a “Selling Holder”) may elect to exercise its right that notifies the Transferor in writing within fifteen (15) days after receipt of the co-sale (notice shall have a “Right right to participate in any sale by the Transferor of the Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Sale Shares on the same terms and conditions as specified in the Proposed Transfer Notice. Such Selling Holder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Holder wishes to sell under its right to participate. (C) To the extent one or more of the Selling Holders exercise its Right such right of Co-Saleparticipation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Transferor may sell in the Transfer shall be correspondingly reduced. (D) Each Selling Holder may elect to sell up to such number of Equity Securities equal to (assuming the exercise, conversion and exchange of any Common Share Equivalents) the product of (i) the number of the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b)Shares, and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares multiplied by (ii) a fraction, the numerator of which is the number of Common Shares (including the number of Common Shares that would be issuable upon the exercise, conversion or exchange of Common Share Equivalents) owned by such Exercising Co-Sale the Selling Holder immediately before consummation on the date of the Proposed Transfer Notice, and the denominator of which is the total number of Common Shares (including the number of Common Shares that would be issuable upon the exercise, conversion or exchange of Common Share Equivalents) owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To Selling Holders on the extent that one or more date of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedNotice. (cE) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Each Selling Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Selling Holder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares Equity Securities in lieu of Ordinary Common Shares, such Exercising Co-Sale Selling Holder shall first convert the Preferred Shares such Equity Securities into Ordinary Common Shares and deliver Ordinary Shares as provided abovecertificates corresponding to such Common Shares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (dF) The terms and conditions of any sale share certificate or certificates that a Selling Holder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e2.3(E) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Holder is entitled by reason of its participation in such sale. If . (G) To the extent that any Prospective Transferee prospective purchaser prohibits the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Holder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase such Transferor purchases all shares or other securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersSelling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer to the extent the Holders do not exercise their respective right of first refusal as to all of the Offered Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)9.2, each Eligible Holder who has that did not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-first refusal as to any of the Offered Shares pursuant to Section 9.2 shall have the right to participate in such sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Equity Securities on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give Notice by notifying the Transferor and the Company written notice to that effect in writing within fifteen (15) calendar days after delivery of the Transfer Notice referred to in Section 9.2(a) (such Holder, a “Selling Holder”; all such Holders and the Transferor are referred to collectively as the “Co-Sale PeriodSelling Holders”). (i) after receiving Such Selling Holder’s notice to the Proposed Transferor shall indicate the number of Equity Securities the Selling Holder wishes to sell under its right to participate. (ii) To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Transferor may sell in the Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right the Transferor’s pro rata share of Co-Salethe Offered Shares, calculated on the basis that the Transferor is a Selling Holder. (b) The Selling Holders may elect to sell such number of Equity Securities that in aggregate equals the total number of Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Section 9.2 hereof on pro rata basis. Each Co-Sale Eligible Holder, by timely exercising its Right Selling Holder may elect to sell such number of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed Equity Securities that equals the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Section 9.2 hereof multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on as-if-converted basis which includes the number of Ordinary Shares that would be issuable upon the exercise, conversion or exchange of Ordinary Share Equivalents) owned by such Exercising Co-Sale the Selling Holder immediately before consummation on the date of the Proposed Transfer Notice and the denominator of which is the total number of Ordinary Shares owned by the Transferor and all Exercising Co(on as-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Coif-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, converted basis which include the number of Co-Sale Eligible Ordinary Shares that would be issuable upon the Transferor may sell in exercise, conversion or exchange of Ordinary Share Equivalents) owned by all Selling Holders on the Proposed date of the Transfer shall be correspondingly reducedNotice. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Each Selling Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser (i) an executed sale and purchase agreement, if required, and any other documentation reasonably requested by the prospective purchaser and (ii) one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Selling Holder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares any Ordinary Share Equivalents in lieu of Ordinary Shares, such Exercising Co-Sale Selling Holder shall first convert the Preferred Shares into Ordinary Shares and only deliver Ordinary Shares as provided above(and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares. The To the extent that such Ordinary Share Equivalents are by their terms then exercisable for, or convertible into, Ordinary Shares, the Company agrees to permit such exercise or make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer, subject in each case to receiving the exercise price, if applicable, and all other documents required for such exercise or conversion. (d) The terms and conditions of any sale share certificate or certificates that a Selling Holder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e9.3(c) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently herewith remit to each Exercising Co-Sale Holders such Selling Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Holder is entitled by reason of its participation in such sale. If . (e) To the extent that any Prospective Transferee prospective purchaser prohibits the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Holder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all Selling Holder such shares or other securities subject that such Selling Holder would otherwise be entitled to sell to the Right of Coprospective purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter are to be sold to a Prospective Transferee (such Transfer Shares, the “Co-Sale Eligible Shares”), each Eligible Holder who that has not exercised its rights under Section 6.2 6.2(b) (each, a each an “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a “Right of Co-Sale”) Sale and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice expiration of the Eligible Holders’ ROFR Exercise Period as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective the Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), by delivering the written notice provided for above in Section 6.3(a) may include in the Proposed Transfer all or any part of its Shares not equal to exceed the product (the “Co-Sale Pro Rata Portion”) obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares owned by such Exercising Co-Sale Eligible Holder (calculated on an as-converted basis assuming conversion of all convertible securities) immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Ordinary Shares owned owned, in the aggregate, by the Transferor and all Exercising Co-Sale Eligible Holders (calculated on an as-converted basis assuming conversion of all convertible securities) immediately prior to the consummation of the Proposed Transfer, plus the number of Ordinary Shares held by the Transferor (calculated on an as-converted basis assuming conversion of all convertible securities). To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. For the avoidance of doubt, with respect to each Ordinary Shareholder holding Preferred Shares, any calculation in respect of its Co-Sale Pro Rata Portion shall be based on and shall be limited to the relevant Preferred Shares held by such Ordinary Shareholder, without considering any Ordinary Shares held by such Ordinary Shareholder. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2. (d) A Co-Sale Eligible Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at Transferor, prior to the Co-Sale Closing Closing, one or more share certificate(s) certificates, together with other necessary documents required by the registered agent an executed instrument of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall representrepresenting: (i) the number of Ordinary Shares that such Exercising Co-Sale Eligible Holder elect elects to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Eligible Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery allotment of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Eligible Holder shall first convert the Preferred Shares into Ordinary Shares and deliver allot Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (de) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (ef) The securities to be sold by the Transferor and the Exercising Each share certificate a Co-Sale Holders Eligible Holder delivers to the Transferor pursuant to this Section 6.3 6.3(d) above will be transferred to the Prospective Transferee against payment therefor and the register of members of the Company shall be updated in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)agreement, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders Eligible Holder the portion of the sale proceeds to which such Exercising Co-Sale Holders Eligible Holder is entitled by reason of its participation in such sale. If any Prospective Transferee refuses Transferee(s) refuse(s) to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale HolderEligible Holder exercising its Right of Co-Sale hereunder, no Transferor may sell any Transfer Shares to such Prospective Transferee Transferee(s) unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersEligible Holder. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (ai) If To the extent the Company and any Major Investors do not exercise their respective rights of first refusal as to all of the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice, the Company shall promptly give written notice thereof to each Major Investor not exercising any right of first refusal pursuant to Section 2.2 (the “Investor Co-Sale Notice”) (specifying in such Investor Co-Sale Notice the number of remaining Offered Shares subject as well as the number of Equity Securities that such Major Investor may participate in such sale in accordance with this Section 2.3), and each such Major Investor shall have the right to a Proposed participate in such sale to the third party transferee identified in the Transfer are Notice, of the remaining Offered Shares not purchased pursuant to Section 6.2 above 2.2 (the “Remaining Shares”), on the same terms and conditions as specified in the Transfer Notice (but in no event less favorable than the terms and conditions offered to the Transferor) by delivering to the Transferor a written notice (the “Co-Sale Eligible SharesExercise Notice”), ) within ten (10) days following the date of the Investor Co-Sale Notice (each Eligible Holder who has not exercised its rights under Section 6.2 (eachsuch electing Major Investor, a “Co-Sale Eligible HolderSelling Investor”). Such Selling Investor’s notice to the Transferor shall indicate the number of Equity Securities the Selling Investor wishes to sell under its right to participate. To the extent one or more Major Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Transferor may sell in the Transfer to the third party transferee identified in the Transfer Notice shall be correspondingly reduced. (ii) The total number of Equity Securities that each Selling Investor may elect to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder sell shall be deemed equal to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible Shares Remaining Shares, multiplied by (ii) a fraction, the numerator of which is the number of Shares (on an as-converted basis) owned by such Exercising Co-Sale Holder immediately before consummation Selling Investor on the date of the Proposed Transfer Notice and the denominator of which is the total number of Shares owned by the Transferor and all Exercising CoMajor Investors entitled to exercise their co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such sale right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedhereunder. (ciii) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Each Selling Investor shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser, before the applicable closing, one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Selling Investor elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third party purchaser objects to the delivery of convertible Preferred Shares Ordinary Share Equivalents in lieu of Ordinary Shares, such Exercising Co-Sale Holder Selling Investor shall first convert the Preferred Shares into Ordinary Shares and only deliver Ordinary Shares as provided above. The (and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares, and the Company agrees shall take all necessary steps to make effect any such conversion concurrent with and contingent upon the actual transfer of such shares Ordinary Shares to the Prospective Transfereepurchaser and contingent on such transfer by updating the register of members of the Company. (div) The terms and conditions of any sale share certificate or certificates that a Selling Investor delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will 2.3 shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Investor that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Investor is entitled by reason of its participation in such sale. If The Company will update its register of members upon the consummation of any Prospective Transferee such Transfer. (v) To the extent that any prospective purchaser prohibits the participation by a Selling Investor exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from Selling Investor exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all Selling Investor such shares or other securities subject that such Selling Investor would otherwise be entitled to sell to the Right of Coprospective purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (ai) If To the extent the Investors do not exercise their respective rights of first refusal under Section 2.2 as to all or any of the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Shares subject Notice, the Transferor shall give notice thereof to a Proposed Transfer are each Investor not purchased exercising any right of first refusal pursuant to Section 6.2 above 2.2 (the “Co-Sale Eligible SharesNotice”), each Eligible Holder who has not exercised its rights under Section 6.2 ) (each, a “specifying in such Co-Sale Eligible Holder”) may elect Notice the number of remaining Offered Shares as well as the number of Ordinary Shares that such Investor would be eligible to exercise include in such sale pursuant to its right of co-sale (a “Right of Co-Sale”) right hereunder), and each such Investor shall have the right to participate on a pro-rata basis in such sale, to the third party transferee identified in the Proposed Transfer Notice, of the remaining Offered Shares not purchased pursuant to Section 2.2, on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, Notice (but in no event less favorable than the Co-Sale Eligible Holder must give terms and conditions offered to the Transferor) (and for the same consideration on an as converted to ordinary share basis) by notifying the Transferor and the Company written notice to that effect in writing within fifteen (15) calendar days (following the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice date of the Co-Sale Eligible Holder Notice (each such electing Investor, a “Selling Shareholder”). Such Selling Shareholder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Shareholder wishes to sell under its right to participate. To the extent one or more Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Transferor may sell in the Transfer to the third party transferee identified in the Transfer Notice shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (bii) Each Co-Sale Eligible Holder, by timely exercising its Right The total number of Co-Sale (Equity Securities that each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), Selling Shareholder may include in the Proposed Transfer all or any part of its Shares not elect to exceed sell shall be equal to the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the remaining Offered Shares being transferred to the third party transferee identified in the Transfer Notice after giving effect to the exercise of all rights of first refusal pursuant to Section 2.2 hereof, multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by such Exercising Co-Sale Holder immediately before consummation Selling Shareholder on the date of the Proposed Transfer Notice and the denominator of which is the total number of Ordinary Shares owned (including Preferred Shares on an as-converted to Ordinary Share basis) held by the Transferor Selling Shareholders and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedTransferor. (ciii) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder Each Selling Shareholder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser, before the applicable closing, one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder Selling Shareholder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third party purchaser objects to the delivery of convertible Preferred Shares Ordinary Share Equivalents in lieu of Ordinary Shares, such Exercising Co-Sale Holder Selling Shareholder shall first convert the Preferred Shares into Ordinary Shares and only deliver Ordinary Shares as provided above. The (and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares, and the Company agrees to make shall effect any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (div) The terms and conditions of any sale share certificate or certificates that a Selling Shareholder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will 2.3 shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Shareholder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Shareholder is entitled by reason of its participation in such sale. If The Company will update its register of members upon the consummation of any Prospective Transferee such transfer. (v) To the extent that any prospective purchaser prohibits the participation by a Selling Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Shareholder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all Selling Shareholder such shares or other securities subject that such Selling Shareholder would otherwise be entitled to sell to the Right of Coprospective purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer In the event the Transferor proposes to transfer all or a portion of the Common Shares subject or Preferred Shares held by such Restricted Shareholder to a Proposed Transfer are one or more Transferees pursuant to an understanding with such Transferee(s), to the extent the Preferred Shareholders do not purchased exercise their respective rights of first refusal as to all of the Offered Shares pursuant to Section 6.2 above 2.3, each Preferred Shareholder (other than such Transferor or its Affiliates) which notifies the Transferor in writing within thirty (30) days after receipt of the Transfer Notice referred to in Section 2.3(a) (or, if Section 2.3(c) applies, by the fifth (5th) Business Day after such valuation shall have been made pursuant to Section 2.3(c), if later) (a “Co-Sale Eligible SharesSelling Holder”), each Eligible Holder who has not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect shall have the right to exercise its right of co-participate in such sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions as specified in the Proposed Transfer Notice. . (i) Such Selling Holder’s notice to the Transferor shall indicate the number of Preferred Shares the Selling Holder wishes to sell under its right to participate. (ii) To the extent one or more of the Selling Holders exercise its Right such right of Co-Saleparticipation in accordance with the terms and conditions set forth below, the Co-Sale Eligible Holder must give number of Common Shares that the Transferor and may sell in the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) Each Co-Sale Eligible Holder, by timely exercising its Right Selling Holder may elect to sell up to such number of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Preferred Shares not equal to exceed the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible Common Shares and Preferred Shares covered by the Transfer Notice by (ii) a fraction, the numerator of which is the number of Class A Common Shares into which the Preferred Shares owned by such Exercising Co-Sale the Selling Holder immediately before consummation are convertible on the date of the Proposed Transfer Notice and the denominator of which is the sum of (1) the number of Class A Common Shares into which the Preferred Shares owned by all Selling Holders are convertible on the date of the Transfer Notice, (2) the total number of Class A Common Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to on the consummation date of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms Transfer Notice, and conditions set forth herein, (3) the number of Co-Sale Eligible Class A Common Shares that into which the Class B Common Shares and Preferred Shares owned by the Transferor may sell in are convertible on the Proposed date of the Transfer shall be correspondingly reducedNotice. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Each Selling Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at which such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Selling Holder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares in lieu of Ordinary Common Shares, such Exercising Co-Sale Selling Holder shall first convert the such Preferred Shares into Ordinary Common Shares and deliver Ordinary Shares as provided abovecertificates corresponding to such Common Shares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (d) The terms and conditions of any sale share certificate or certificates that a Selling Holder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e2.4(c) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of such sale pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Holder is entitled by reason of its participation in such sale. If The Company shall take such steps as are necessary in order to update the share register of the Company to reflect the foregoing, which updated share register shall be certified by the registered agent of the Company and provided to any Prospective Transferee shareholder upon written request. (e) To the extent that any prospective purchaser prohibits the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Holder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Common Shares or Preferred Shares unless and until, simultaneously with such sale, the Transferor shall purchase such Transferor purchases all shares or other securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersSelling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any In the event of a proposed Transfer of Company Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above or Bank Shares by Company One, by Itaú Parent or its Permitted Transferees (the “Co-Sale Eligible Transferring Shareholder”), Company Two, Corp Group Parent and its Permitted Transferees shall have the right to participate in the Transfer in the manner set forth in this Section 3.4. Prior to any such Transfer, the Transferring Shareholder shall deliver to Corp Group Parent prompt written notice (the “Transfer Notice”) stating, to the extent applicable, (i) the name of the proposed Transferee, (ii) the number of Company Shares or Bank Shares, as the case may be, proposed to be Transferred (the “Transferred Shares”), each Eligible Holder who has (iii) the proposed purchase price therefor (the “Tag-Along Price”), including a description of any non-cash consideration in sufficient detail and (iv) any other material terms and conditions of the proposed Transfer, including the proposed date for entering into a definitive agreement with respect to such Transfer (which may not exercised its rights under Section 6.2 be less than thirty (each30) days after delivery of the Transfer Notice). The Transfer Notice shall be accompanied by a written offer from the proposed Transferee to purchase the Transferred Shares and copies of all transaction documents relating to the proposed Transfer. (b) On or prior to the thirtieth day following receipt of the Transfer Notice, a “Co-Sale Eligible Holder”) Corp Group Parent, Company Two and their Permitted Transferees may elect to Transfer to the proposed Transferee up to a number of Company Shares or Bank Shares, at Corp Group Parent’s option in its sole discretion, in each case determined in accordance with Section 3.4(c) by giving written notice to the Transferring Shareholder stating that Corp Group Parent elects to exercise its right of co-sale (a “Right under this Section 3.4 and shall state the number of Co-Sale”) and participate on a pro-rata basis in Company Shares or Bank Shares, as the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Salecase may be, the Co-Sale Eligible Holder must give the Transferor and the Company written notice sought to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-SaleTransferred. (bc) Each Co-Sale Eligible HolderThe proposed Transferee of Transferred Shares will not be obligated to purchase a number of Company Shares or Bank Shares, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Saleas the case may be, an “Exercising Co-Sale Holder”), may include exceeding that set forth in the Proposed Transfer Notice, and in the event such Transferee elects to purchase less than all of the total Company Shares and/or Bank Shares sought to be Transferred by Corp Group Parent, Company Two, their Permitted Transferees and the Transferring Shareholder, Corp Group Parent, Company Two and their Permitted Transferees shall be entitled to Transfer to the proposed Transferee a number of Company Shares or any part Bank Shares, as applicable, equal to, in the case of its Shares not to exceed the product obtained by multiplying Bank Shares, (i) the aggregate total number of Co-Sale Eligible Transferred Shares that are Bank Shares set forth in the Transfer Notice multiplied by (ii) a fraction, (A) the numerator of which is the total number of Bank Shares owned held by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer Company Two, and (B) the denominator of which is the total number of Bank Shares owned held by the Transferor Companies, and all Exercising Co-Sale Holders immediately prior to in the consummation case of the Proposed Transfer. To Company Shares, a number of Company Shares calculated on the extent that one or more basis of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Bank Shares that underlying the Transferor Company Shares based on the applicable Exchange Ratios. In order to be entitled to exercise its right to sell Company Shares or Bank Shares, as the case may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering be, to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the proposed Transferee pursuant to this Section 3.4, Corp Group Parent, Company for a share transfer Two and their Permitted Transferees must agree to make to the Prospective Transfereeproposed Transferee the same representations, which share certificate(s) shall represent: warranties, covenants, indemnities and other agreements as the Transferring Shareholder agrees to make in connection with the proposed Transfer; provided that (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or any representations, warranties, covenants, indemnities and other agreements shall be made severally and not jointly and (ii) the number Corp Group Parent, Company Two and their Permitted Transferees will be responsible for their pro rata share of any escrow or holdback arrangement. The Transferring Shareholder and Corp Group Parent, Company Two and their Permitted Transferees shall be responsible for their respective share of the Preferred costs of the proposed Transfer of Company Shares that are at or Bank Shares based on the gross proceeds received or to be received in such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects proposed Transfer to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert extent not paid or reimbursed by the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective proposed Transferee. (d) The terms and conditions of any sale If Corp Group Parent elects to Transfer Bank Shares pursuant to this Section 6.3 will be contained in3.4, and governed bysuch Transfer is not made through a tender offer launched by the proposed Transferee, Company Two shall place an order on the Xxxxxxxx Stock Exchange to sell its respective Transferred Shares, and the proposed Transferee shall place an order to buy such Transferred Shares at a written purchase price not less than the Tag-Along Price; provided that (1) any such sale of Bank Shares shall be implemented through one of the mechanisms available on the Xxxxxxxx Stock Exchange that only allows block sales (and, if both Company One and sale agreement Company Two have elected to sell Bank Shares through the Xxxxxxxx Stock Exchange, all such sales shall be combined as a single block sale) and (2) if, as a result of the competitive bidding procedures of the Xxxxxxxx Stock Exchange, the Bank Shares sold by Company Two pursuant to this Section 3.4 are unexpectedly sold over the Xxxxxxxx Stock Exchange to a Third Party other than the proposed Transferee, then the Transferring Shareholder and proposed Transferee shall have no further obligations under this Section 3.4 with customary terms and provisions for such a transactionrespect to the Transferred Shares held by Company Two. (e) The securities Corp Group Parent, if exercising its right of co-sale hereunder through the sale of Company Shares, agrees to participate in the Transfer by delivering to the Transferring Shareholder at the closing of the Transfer of such Transferring Shareholder’s Transferred Shares to the Transferee, certificates representing the Transferred Shares to be sold Transferred by Corp Group Parent, duly endorsed for Transfer or accompanied by stock powers duly executed, in either case executed in blank or in favor of the Transferor and applicable purchaser, or the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee corresponding executed traspasos, as applicable, against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled aggregate purchase price therefor by reason wire transfer of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holdersimmediately available funds. (f) For avoidance Transfers to Permitted Transferees of doubt, the Right of Co–Sale Itaú Parent shall not apply with respect be subject to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in co-sale rights provided by this Section 6.23.4.

Right of Co-Sale. (a) If any In the event of a proposed Transfer Shares subject of Stock to a Proposed Transfer are Person who is not a Permitted Transferee, to the extent the Stock proposed to be transferred is not purchased by the Company pursuant to its right of first refusal described in Section 6.2 above 4.3, each other Stockholder shall have the right to participate in the Transfer in the manner set forth in this Section 4.4. Each such nontransferring Stockholder may Transfer to the proposed transferee identified in the Transfer Notice a pro rata share (defined below) of such non-transferring Stockholders Stock, by giving written notice to the “Co-Sale Eligible Shares”Company and to the transferring Stockholder within the thirty (30) day period specified in Section 4.3(f), each Eligible Holder who has not exercised which notice shall state that the Stockholder elects to exercise its rights of co-sale under this Section 4.4. A notice of exercise of a Stockholder's right of first refusal under Section 6.2 (each, 4.3(f) and a “Conotice of exercise of a Stockholder's rights of co-Sale Eligible Holder”) may elect sale hereunder shall be mutually exclusive and the first such notice given shall be binding and irrevocable. Each nontransferring Stockholder shall be deemed to exercise have waived its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in hereunder either if it fails to give notice within the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written prescribed time period or if such Stockholder gives notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right right of Co-Sale (each Co-Sale Eligible Holder exercising its Right first refusal pursuant to Section 4.3(f). A nontransferring Stockholder's pro rata share for this purpose shall equal that number of Co-Sale, an “Exercising Co-Sale Holder”), may include in shares of the Proposed Transfer all or any part of its Shares not to exceed nontransferring Stockholder's Stock represented by the product number obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares shares of Stock that are the subject of the proposed Transfer by (ii) a fraction, the numerator of which is the number of Shares owned shares of Stock then held by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer nontransferring Stockholder, and the denominator of which is the total number of Shares owned shares of Stock then held by all persons entitled to this right of co-sale plus the number of shares of Stock proposed to be Transferred by the Transferor and all Exercising Cotransferring Stockholder. Insofar as possible this right of co-Sale Holders immediately prior sale shall apply to Stock of the same class or classes as the Stock subject to the consummation Transfer Notice. If any Stockholder desiring to exercise its rights of co-sale hereunder does not have a sufficient number of Stock of the Proposed Transfersame class as the Stock subject to the Transfer Notice, such Stockholder may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Transfer Notice. To In the extent that one or more event the proposed Transfer is of the CoCommon Stock and a Person wishing to exercise its rights of co-Sale Eligible Holders exercises sale hereunder does not have sufficient shares of Common Stock, but has PIK Preferred Stock, such right Person may convert a sufficient number of participation PIK Preferred Stock into Common Stock in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement procedures set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders Certificate of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale HoldersDesignations. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer To the extent the Holders do not exercise their respective right of first refusal as to all of the Offered Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above (the “Co-Sale Eligible Shares”)9.2, each Eligible Holder who has that did not exercised its rights under Section 6.2 (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-first refusal as to any of the Offered Shares pursuant to Section 9.2 shall have the right to participate in such sale (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer Equity Securities on the same terms and conditions as specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give Notice by notifying the Transferor and the Company written notice to that effect in writing within fifteen (15) calendar days (after receipt of the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided referred to in Section 6.2(b9.2(a) (such Holder, a “Selling Holder”). (i) Such Selling Holder’s notice to the Transferor shall indicate the number of Equity Securities the Selling Holder wishes to sell under its right to participate. (ii) To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, and upon giving such notice the Co-Sale Eligible Holder number of Equity Securities that the Transferor may sell in the Transfer shall be deemed to have effectively exercised its respective Right of Co-Salecorrespondingly reduced. (b) The Selling Holders may elect to sell such number of Equity Securities that in aggregate equals to the total number of Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Section 9.2 hereof on pro rata basis. Each Co-Sale Eligible Holder, by timely exercising its Right Selling Holder may elect to sell such number of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not Equity Securities that equals to exceed the product obtained by multiplying of (i) the aggregate number of Co-Sale Eligible the Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Section 9.2 hereof multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on as-if-converted basis which include the number of Ordinary Shares that would be issuable upon the exercise, conversion or exchange of Ordinary Share Equivalents) owned by such Exercising Co-Sale the Selling Holder immediately before consummation on the date of the Proposed Transfer Notice and the denominator of which is the total number of Ordinary Shares owned by the Transferor and all Exercising Co(on as-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Coif-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, converted basis which include the number of Co-Sale Eligible Ordinary Shares that would be issuable upon the Transferor may sell in exercise, conversion or exchange of Ordinary Share Equivalents) owned by all Selling Holders on the Proposed date of the Transfer shall be correspondingly reducedNotice. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Each Selling Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the Co-Sale Closing prospective purchaser one or more share certificate(s) together with other necessary documents required by the registered agent of the Company certificates, properly endorsed for a share transfer to the Prospective Transfereetransfer, which share certificate(s) shall represent: (i) represent the type and number of Ordinary Shares that Equity Securities which such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Selling Holder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third-party purchaser objects to the delivery of convertible Preferred Shares any Ordinary Share Equivalents in lieu of Ordinary Shares, such Exercising Co-Sale Selling Holder shall first convert the Preferred Shares into Ordinary Shares only allot and deliver Ordinary Shares as provided above(and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (d) The terms and conditions of any sale share certificate or certificates that a Selling Holder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e9.3(c) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising Co-Sale Holders such Selling Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Selling Holder is entitled by reason of its participation in such sale. If . (e) To the extent that any Prospective Transferee prospective purchaser prohibits the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to from a Selling Holder exercising its co-sale rights hereunder, the Right of Co-Sale from any Exercising Co-Sale Holder, no Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all Selling Holder such shares or other securities subject that such Selling Holder would otherwise be entitled to sell to the Right of Coprospective purchaser pursuant to its co-Sale from such Exercising Co-Sale Holderssale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (f) For avoidance If any Holder fails to exercise its right of doubtco-sale, the Right Selling Holder shall have the right to exercise the right of Co–Sale co-sale granted to such Holder on a pro-rata basis and sell more Equity Securities on the same terms and conditions as specified in the Transfer Notice. (g) This right of co-sale shall not apply with respect to Transfer Shares sold and shall terminate upon a Liquidation Event or to be sold to the Eligible Holders under the Right consummation of First Refusal in Section 6.2a Qualified IPO.

Right of Co-Sale. (a) If Except for an Underwritten Offering or Authorized Transfers of any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above securities of the Company (the “"Securities"), for so long as the Investors as a class are holders of shares of Preferred Stock convertible into at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, or own, as a class, at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, if any holder of Common Stock identified in Exhibit B (each a "Common Stock Holder") intends to transfer any interest in any Securities representing at least ten percent (10%), singly or combined with all transfers by such Common Stock Holder made since the date of this Agreement, of the Common Stock on a fully diluted basis, the Common Stock Holder shall deliver (and the Company shall require any Common Stock Holder not a party to this Agreement to deliver) a written notice (the "Co-Sale Eligible Shares”)Notice") to each Investor, each Eligible at least thirty (30) days prior to the proposed sale, which such notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the option to participate in such sale in the manner hereinafter set forth. To exercise the option, an Investor shall give written notice (the "Participation Notice") of such election to the selling Common Stock Holder who has not exercised its rights under Section 6.2 within twenty (each, a “20) days after receipt of the Co-Sale Eligible Holder”) may elect Notice. Thereupon, such Investor shall have the right to exercise its right of co-sale (a “Right of Co-Sale”) and participate on a pro-rata basis in sell Securities to the Proposed Transfer on proposed purchaser upon the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and the Company written notice to that effect within fifteen Notice (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth hereinmust include the types and class of Securities then held by the Common Stock Holder), pro rata with the selling Common Stock Holder based upon his then current respective holdings of Common Stock, and securities convertible into Common Stock, on a fully diluted basis. The number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced. (c) The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities Securities to be sold by the Transferor and Common Stock Holder delivering the Exercising Co-Sale Holders pursuant Notice shall be reduced by the number of Securities such Investor elects to this Section 6.3 will so sell. If such Investor exercises such option, it shall bear its pro rata portion of expenses incident to such sale. Failure by any Investor to exercise the option within the twenty (20) day period shall be transferred deemed a declination of any right to the Prospective Transferee against payment therefor pursuant to the participate in such sale, provided that such sale is completed within ninety (90) days of expiration of such twenty (20) day period at a price and on terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement substantially similar to those set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of Notice. Failure to meet the sale proceeds to which such Exercising foregoing conditions shall require a new Co-Sale Holders is entitled by reason Notice and right of its participation in co-sale with respect to such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of CoThe co-Sale from any Exercising Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Exercising Co-Sale Holderssale rights granted under this Section 10 shall expire upon a Qualified Public Offering. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If any Transfer To the extent the Company and the Eligible Holders do not exercise their Rights of First Refusal as to all of the Offered Shares subject proposed to a Proposed Transfer are not purchased pursuant be sold by the Transferor to Section 6.2 above (the “Co-Sale Eligible Shares”Prospective Purchaser(s), each Eligible Holder who has that elects not exercised to purchase all or any portion of its rights under Section 6.2 respective pro rata share of the Offered Shares shall have the right (each, a “Co-Sale Eligible Holder”) may elect to exercise its right of co-sale (a the “Right of Co-Sale”) and to participate on a in such sale to sell to the Prospective Purchaser(s) its pro-rata basis in share of the Proposed Transfer Remaining Offered Shares not purchased pursuant to the Right of First Refusal, on the same terms and conditions as specified in the Proposed Additional Transfer NoticeNotice as offered to the Transferor by notifying the Transferor in writing (with a copy to each other Party) within the ROFR Option Period (each such Eligible Holder, a “Co-Sale Shareholder”). Such Co-Sale Shareholder’s notice to the Transferor shall indicate the number of Shares the Co-Sale Shareholder wishes to sell under its Right of Co-Sale. To the extent one or more Eligible Holders exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor and number of Ordinary Shares of the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transfer. To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer proposed transfer shall be correspondingly reduced. (c) The sale reduced proportionally. For the purposes of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). An Exercising Co-Sale Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor at the Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, such Exercising Co-Sale Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. (d) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will be transferred to the Prospective Transferee against payment therefor pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d), and the Transferor shall remit to each Exercising Co-Sale Holders of the sale proceeds to which such Exercising Co-Sale Holders is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Exercising hereunder, each Co-Sale Holder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until, simultaneously with such sale, such Transferor purchases all securities subject Shareholder’s “pro rata share” shall be determined according to the Right aggregate number of all Ordinary Shares converted or convertible from the Preferred Shares held by such Co-Sale from such Exercising Shareholder on the date of the Additional Transfer Notice in relation to the aggregate number of all Shares (calculated on an as converted to Ordinary Shares basis) held by the Transferor and all the Co-Sale HoldersShareholders on such date. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

Right of Co-Sale. (a) If Subject to Section 2.6, to the extent any Transfer Shares subject Preferred Holder does not exercise its respective rights of first refusal as to a Proposed Transfer are not purchased any of the Equity Securities proposed to be sold by any Founder Transferor pursuant to Section 6.2 above 2.3, then (x) each Preferred Holder that did not exercise its right of first refusal pursuant to Section 2.3 with respect to such Remaining Shares, and (y) each Founder or Founder Holding Entity who is not the Transferor, or (b) to the extent any Preferred Holder does not exercise its respective rights of first refusal as to any of the Equity Securities proposed to be sold by any Angel Transferor pursuant to Section 2.3, then each Preferred Holder that did not exercise its right of first refusal pursuant to Section 2.3 with respect to such Remaining Shares, shall have the right to participate in such sale of Offered Shares to one or more third party transferees or purchasers other than any sale of Offered Shares to the Company, at the same purchase price and subject to the same terms and conditions (if any) as set forth in the Transfer Notice, exercisable in each case upon written notice to the Transferor, the Company, each other Preferred Holder, and, if applicable, each other Founder or Founder Holding Entity (the “Co-Sale Eligible SharesNotice”) within ten (10) days following the expiration of Option Period (the “Co-Sale Right Period”) (such Preferred Holder, the “Preferred Co-Sale Right Holder”, and, if applicable, each other Founder or Founder Holding Entity provided in this Section 2.4(i), each Eligible Holder who has not exercised its rights under Section 6.2 (eachthe “Founder Co-Sale Right Holder”, together with the Preferred Co-Sale Right Holder, a “Co-Sale Eligible Right Holder”) may elect to exercise its right of co-sale (a “Right of ” collectively). Such Co-Sale”) and participate on a pro-rata basis in Sale Right Holder’s notice to the Proposed Transfer on Transferor shall indicate the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right number of Co-Sale, Equity Securities the Co-Sale Eligible Right Holder must give the Transferor and the Company written notice wishes to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receiving the Proposed Transfer Notice as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed sell under its right to have effectively exercised its respective Right of Co-Sale. (b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale (each Co-Sale Eligible Holder exercising its Right of Co-Sale, an “Exercising Co-Sale Holder”), may include in the Proposed Transfer all or any part of its Shares not to exceed the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Shares owned by such Exercising Co-Sale Holder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Shares owned by the Transferor and all Exercising Co-Sale Holders immediately prior to the consummation of the Proposed Transferparticipate. To the extent that one or more of the Co-Sale Eligible Right Holders exercises exercise such right of participation in accordance with the terms and conditions set forth hereinbelow, the number of Co-Sale Eligible Remaining Shares of the Company that the Transferor may sell in the Proposed Transfer shall be correspondingly reducedreduced proportionally. (cii) The sale In case of a transfer proposed by a Founder Transferor, (a) the total number of Equity Securities that each Preferred Co-Sale Right Holder may elect to sell shall be equal to the product of (x) the aggregate number of the remaining Offered Shares being transferred after giving effect to the exercise or waiver of all rights of first refusal pursuant to Section 2.2 and Section 2.3 hereof, multiplied by (y) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by such Preferred Co-Sale Right Holder on the date of the Co-Sale Eligible Notice and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by the Founder Transferor and remaining Transfer Shares shall occur within twentyall Preferred Co-five (25) calendar days from Sale Right Holders on the beginning date of the Co–-Sale Period Notice. (b) the “total number of Equity Securities that each Founder Co-Sale Closing”). An Exercising Right Holder may elect to sell shall be equal to the product of (x) the aggregate number of the remaining Offered Shares being transferred after giving effect to the exercise or waiver of all rights of first refusal pursuant to Section 2.2 and Section 2.3 hereof and all rights of co-sale pursuant to Section 2.4(ii)(a) above, multiplied by (y) a fraction, the numerator of which is the number of Ordinary Shares owned by such Founder Co-Sale Right Holder on the date of the Co-Sale Notice and the denominator of which is the total number of Ordinary Shares owned by the Founder Transferor and all Founder Co-Sale Right Holders on the date of the Co-Sale Notice. (iii) In case of a transfer proposed by an Angel Transferor, the total number of Equity Securities that each Preferred Co-Sale Right Holder may elect to sell shall be equal to the product of (a) the aggregate number of the remaining Offered Shares being transferred after giving effect to the exercise or waiver of all rights of first refusal pursuant to Section 2.2 and Section 2.3 hereof, multiplied by (b) a fraction, the numerator of which is the number of Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by such Preferred Co-Sale Right Holder on the date of the Co-Sale Notice and the denominator of which is the total number of Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by the Angel Transferor and all Preferred Co-Sale Right Holders on the date of the Co-Sale Notice. (iv) Each Co-Sale Right Holder shall effect its participation in the Proposed Transfer sale by promptly delivering to the Transferor at for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and number of Equity Securities which such Co-Sale Closing one or more share certificate(s) together with other necessary documents required by the registered agent of the Company for a share transfer to the Prospective Transferee, which share certificate(s) shall represent: (i) the number of Ordinary Shares that such Exercising Co-Sale Holder elect to include in the Proposed Transfer; or (ii) the number of the Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Exercising Co-Sale Right Holder elects to include in the Proposed Transfersell; provided, however, however that if the Prospective Transferee prospective third party purchaser objects to the delivery of convertible Preferred Shares Ordinary Share Equivalents in lieu of Ordinary Shares, such Exercising Co-Sale Right Holder shall first convert the Preferred Shares into Ordinary Shares and only deliver Ordinary Shares as provided above. The (and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares, and the Company agrees to make shall effect any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transfereepurchaser and contingent on such transfer. (dv) The terms and conditions of any sale share certificate or certificates that a Co-Sale Right Holder delivers to the Transferor pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. (e2.4(v) The securities to be sold by the Transferor and the Exercising Co-Sale Holders pursuant to this Section 6.3 will shall be transferred to the Prospective Transferee against payment therefor prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement set forth in Section 6.3(d)Notice, and the Transferor shall concurrently therewith remit to each Exercising such Co-Sale Holders Right Holder that portion of the sale proceeds to which such Exercising Co-Sale Holders Right Holder is entitled by reason of its participation in such sale. If . (vi) To the extent that any Prospective Transferee prospective purchaser prohibits the participation of a Co-Sale Right Holder in a proposed Transfer or otherwise refuses to purchase shares or other securities subject to the Right of from a Co-Sale from any Exercising Co-Sale Right Holder, no the Transferor may shall not sell any Transfer Shares to such Prospective Transferee prospective purchaser any Offered Shares unless and until, simultaneously with such sale, the Transferor shall purchase from such Transferor purchases all securities subject to the Right of Co-Sale from Right Holder such Exercising shares or other securities that such Co-Sale Holders. (f) For avoidance of doubt, the Right of Co–Sale shall not apply with respect Holder would otherwise be entitled to Transfer Shares sold or to be sold sell to the Eligible Holders under prospective purchaser pursuant to its co-sale rights for the Right of First Refusal same consideration and on the same terms and conditions as the proposed transfer described in Section 6.2the Transfer Notice.