Common use of Right of Co-Sale Clause in Contracts

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 (other than any Ordinary Shareholder or any Investor proposing to Transfer Ordinary Shares) shall promptly give written notice (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor may participate in such sale). Each such Investor shall have the right to participate in such sale to the transferee identified in the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, 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) (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 the Co-Sale 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 number of Offered Shares that the Transferor may sell in the Transfer to the prospective transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 (i) To the extent the Company and the Investors do not exercise their respective rights of first refusal under Section 8.2 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 Notice, the Transferor (other than shall give notice thereof to each Investor not exercising any Ordinary Shareholder or any Investor proposing right of first refusal pursuant to Transfer Ordinary Shares) shall promptly give written notice Section 8.2 (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor may participate would be eligible to include in such sale). Each sale pursuant to its co-sale right hereunder, and each such Investor shall have the right to participate in such sale sale, to the third party transferee identified in the Transfer Notice Notice, of the remaining Offered Shares not purchased pursuant to Section 98.2, 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) (and for the same consideration on an as converted to ordinary share basis) by notifying the Transferor in writing within ten (10) Business Days days following the date of the Co-Sale 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 number of Offered Shares that the Transferor may sell in the Transfer to the prospective third party transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 (i) 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 Notice, the Transferor (other than any Ordinary Shareholder or any Investor proposing shall give notice thereof to Transfer Ordinary Shares) shall promptly give written notice the Investors (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor the Investors may participate in such salewith). Each such Investor , and the Investors shall have the right to participate in such sale sale, to the third party transferee identified in the Transfer Notice Notice, of the remaining Offered Shares not purchased pursuant to Section 98.2, 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) (and for the same consideration on an as converted to ordinary share basis) by notifying the Transferor in writing within ten (10) Business Days days following the date of the Co-Sale 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 the 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 prospective third party transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 (i) 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 Notice, the Transferor (other than shall give notice thereof to each Investor not exercising any Ordinary Shareholder or any Investor proposing right of first refusal pursuant to Transfer Ordinary Shares) shall promptly give written notice Section 2.2 (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Ordinary Shares that such Investor may participate would be eligible to include in such salesale pursuant to its co-sale right hereunder). Each , and each such Investor shall have the right to participate in such sale sale, to the third party transferee identified in the Transfer Notice Notice, of the remaining Offered Shares not purchased pursuant to Section 92.2, 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) (and for the same consideration on an as converted to ordinary share basis) by notifying the Transferor in writing within ten fifteen (1015) Business Days days following the date of the Co-Sale 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 number of Offered Shares that the Transferor may sell in the Transfer to the prospective third party transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 (i) 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 Transferor (other than any Ordinary Shareholder or any Investor proposing to Transfer Ordinary Shares) Company shall promptly give written notice (the “Co-Sale Notice”) thereof to each Major Investor not exercising its any right of first refusal pursuant to Section 9 2.2 (the “Investor Co-Sale Notice”) (specifying in such Investor Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares Equity Securities that such Major Investor may participate in such salesale in accordance with this Section 2.3). Each , and each such Major Investor shall have the right to participate in such sale to the third party transferee identified in the Transfer Notice Notice, of the remaining Offered Shares not purchased pursuant to Section 92.2 (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) (and for the same consideration on an as converted basis) by notifying delivering to the Transferor in writing a written notice (the “Co-Sale Exercise Notice”) within ten (10) Business Days days following the date of the Investor Co-Sale Notice (each such electing Major Investor, also a “Selling ShareholderInvestor”). Such Selling ShareholderInvestor’s notice to the Transferor shall indicate the number of Equity Securities the Selling Shareholder 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 prospective third party transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 To (a) If (i) the extent Transferring Shareholder is an Existing Shareholder, (ii) the Investors Other Shareholders entitled to a purchase option under Section 8.4 do not exercise their respective rights of first refusal as to all of the Offered Shares proposed Securities, and (iii) the Transferring Shareholder wishes to be sold by proceed with the Transferor Transfer of the number of Offered Securities net of all purchases pursuant to Section 8.4 (the “Remaining Securities”) to the transferee identified Proposed Transferee on the terms and conditions set forth in the Transfer Notice, the Transferor (other than any Ordinary Transferring Shareholder or any Investor proposing to Transfer Ordinary Shares) shall promptly give written notice (the “Co-Sale Notice”) thereof to the Company and each Investor Preferred Shareholder who was eligible but did not exercising exercise its right purchase option under Section 8.4, which notice shall state (x) the number of first refusal pursuant Remaining Securities on an as-converted basis to Section 9 be Transferred, and (specifying in y) that such Preferred Shareholder shall have the right, exercisable within ten (10) days after the Co-Sale Notice Notice, to participate, subject to the number provisions of this Section 8.5, in such Transfer of the remaining Offered Shares as well as the number of Shares that such Investor may participate in such sale). Each such Investor shall have the right to participate in such sale to the transferee identified in the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, Remaining Securities on the same terms and conditions as specified those set forth in the Transfer Notice Notice. Each such Preferred Shareholder electing to participate in the co-sale (but in no event less favorable than a “Co-Sale Participant”) shall notify the terms Transferring Shareholder and conditions offered to the Transferor) (and for the same consideration on an as converted basis) by notifying the Transferor Company in writing within such ten (10) Business Days following the date of the Co-Sale Notice (each such electing Investorday period, also a “Selling Shareholder”). Such Selling Shareholder’s which notice to the Transferor shall indicate the number of Equity Securities up to the Selling Shareholder number of Co-Sale Securities that the Co-Sale Participant 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 prospective transferee identified in the Transfer Notice shall be correspondingly reduced.

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 (other than any Ordinary Shareholder or any Investor proposing to Transfer Ordinary Shares) shall promptly give written notice (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor may participate in such sale). Each such Investor not exercising its right of first refusal pursuant to Section 9 shall have the right to participate in such sale to the transferee identified in the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, 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) (and for the same consideration on an as converted to Ordinary Share basis) by notifying the Transferor in writing within ten (10) Business Days days following the date of the Co-Sale Notice (each such electing Investor, also a “Selling Shareholder”), provided however that, to the extent the applicable consent of the Board (including the affirmative vote of at least two (2) Preferred Directors) is given pursuant to Section 8, this Section 10 shall not apply to the Approved Transfer. 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 prospective transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 To (i) In the event that the Transferor is any of the Founders, Founder Vehicles and members of the key management of the Group Companies and to the extent that not all of the Investors do Offered Equity Interests have been purchased by the Preferred Shareholders in accordance with Section 6.2 above, each holder of Series A-2 Preferred Equity Interests, Series B Preferred Equity Interests and Series C Preferred Equity Interests (to the extent that it has not exercise their respective rights exercised the right of first refusal as under Section 6.2 above) shall have the right, exercisable upon a written notice to all the Offered Shares proposed to be sold by the Transferor to and the transferee identified in the Transfer Notice, the Transferor (other than any Ordinary Shareholder or any Investor proposing to Transfer Ordinary Shares) shall promptly give written notice Company (the “Co-Sale Notice”) thereof to each Investor not exercising its right within twenty (20) days after receipt of first refusal pursuant to Section 9 the First Refusal Expiration Notice (specifying in such the “Co-Sale Notice Right Period”), to participate in the number Transfer of the remaining Offered Shares as well as the number of Shares that such Investor may participate in such sale). Each such Investor shall have the right to participate in such sale to the transferee identified in the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, Equity Interests on the same terms and conditions as specified set forth in the Transfer Notice, to the Third Party Purchasers identified in the Transfer 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 such participating holder of the Co-Sale Notice (each such electing InvestorSeries A-2 Preferred Equity Interests, also Series B Preferred Equity Interests or Series C Preferred Equity Interests, a “Selling Shareholder”). Such Selling Shareholder’s notice The Co-Sale Notice to the Transferor shall indicate the number of Equity Securities the relevant Selling Shareholder wishes to sell under its right co-sale right, which shall not exceed such Selling Shareholder’s Co-Sale Pro Rata Portion (as defined below) or the total number of the Equity Interests held by such Selling Shareholder immediately prior to participatesuch Transfer (as applicable). To the extent one or more Investors Selling Shareholders exercise such co-sale right of participation in accordance with the terms and conditions set forth below, the number of remaining Offered Shares Equity Interests that the Transferor may sell in the Transfer to the prospective transferee identified in the Transfer Notice shall be correspondingly reducedreduced proportionally.

Right of Co-Sale. 10.1 (i) To the extent the Company and 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 Notice, the Transferor (other than shall give notice thereof in writing to each Investor not exercising any Ordinary Shareholder or any Investor proposing right of first refusal pursuant to Transfer Ordinary Shares) shall promptly give written notice Section 2.2 (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor Shareholder may participate in such sale). Each with) within five (5) days of expiration of the Option Period or if applicable, the Reallotment Period, and each such Investor shall have the right to participate in such sale sale, to the third party transferee identified in the Transfer Notice Notice, of the remaining Offered Shares not purchased pursuant to Section 92.2, 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) (and for the same consideration on an as converted to ordinary share basis) by notifying the Transferor in writing within ten (10) Business Days days following the date of the Co-Sale 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 number of Offered Shares that the Transferor may sell in the Transfer to the prospective third party transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 To (a) Subject to the other provisions of this Section 4, to the extent the Investors ROFR Shareholders do not exercise their respective rights of first refusal as to all of the Offered Shares proposed to be sold by the Transferor a Selling Shareholder to the third party transferee identified in the Transfer Notice, the Transferor (other than any Ordinary such Selling Shareholder or any Investor proposing to Transfer Ordinary Shares) shall promptly give deliver a written notice to each ROFR Shareholder that has not exercised any right of first refusal pursuant to Section 4.1 (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying and specify in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor ROFR Shareholder may participate sell to the third-party transferee identified in such sale)the Transfer Notice. Each such Investor ROFR Shareholder (each, a “CSR Shareholder”) shall have the right to participate in such sale to the transferee identified in the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 94.1, 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) (and for the same consideration on an as converted basisSelling Shareholder) by notifying the Transferor Selling Shareholder in writing within ten fifteen (1015) Business Days following the date of the Co-Sale Notice (each such electing Investor, also a “Selling Shareholder”)Notice. Such Selling CSR Shareholder’s notice to the Transferor Selling Shareholder shall indicate the number of Equity Securities Shares the Selling CSR Shareholder wishes to sell under its right to participate. To the extent one or more Investors CSR Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Transferor Selling Shareholder may sell in the Transfer to the prospective third party transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 To (i) If the Transferor is an Ordinary Shareholder (the “Ordinary Transferor”) and to the extent the Investors Preferred Shareholders do not exercise their respective rights of first refusal as to all of the Offered Shares proposed to be sold by the Ordinary Transferor to the transferee identified in the Transfer NoticeNotice pursuant to Section 4.2 above, the Ordinary Transferor (other than shall give notice thereof to the Preferred Shareholders not exercising any Ordinary Shareholder or any Investor proposing right of first refusal pursuant to Transfer Ordinary Shares) shall promptly give written notice Section 4.2 (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor Shareholder may participate in with), and such sale). Each such Investor Preferred Shareholder shall have the right to participate in such sale sale, to the transferee identified in the Transfer Notice Notice, of the remaining Offered Shares not purchased pursuant to Section 94.2, 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 Ordinary Transferor) (and for the same consideration on an as converted basis) by notifying the Ordinary Transferor in writing within ten (10) Business Days following the date of the Co-Sale Notice (each such electing InvestorPreferred Shareholder, also a “Selling Shareholder”). Such Selling Shareholder’s notice to the Ordinary 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 Preferred Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Ordinary Transferor may sell in the Transfer to the prospective transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 (a) 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 transferee Transferee identified in the Transfer Notice, the Transferor (other than shall give notice thereof to each Investor not exercising any Ordinary Shareholder or any Investor proposing right of first refusal pursuant to Transfer Ordinary Shares) shall promptly give written notice Section 10.2 (the “Co-Sale Notice”) thereof to each Investor not exercising its right of first refusal pursuant to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor Shareholder may participate in such salewith). Each , and each such Investor shall have the right to participate in such sale sale, to the transferee Transferee identified in the Transfer Notice Notice, of the remaining Offered Shares not purchased pursuant to Section 910.2, 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) (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 the Co-Sale 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 number of Offered Shares that the Transferor may sell in the Transfer to the prospective third party transferee identified in the Transfer Notice shall be correspondingly reduced.

Right of Co-Sale. 10.1 To In the extent event that all of the First Refusal Shares are not purchased by the Company or 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 provided in the Transfer NoticeSection 1.2 hereof, the Transferor Proposed Seller shall deliver a notice to each Investor (other than any Ordinary Shareholder or any Investor proposing the Proposed Seller, if the Proposed Seller is an Investor) who did not purchase shares pursuant to Transfer Ordinary SharesSection 1.2(b) shall promptly give written notice above (a "Non-Participating Investor") informing it of the number of shares not elected to be purchased by the other Investors and the number of First Refusal Shares it still holds (the “"Co-Sale Notice”Shares") thereof and intends to each Investor not exercising its right of first refusal pursuant sell to Section 9 (specifying in such Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares that such Investor may participate in such sale)Proposed Transferee. Each such Non-Participating Investor shall have the right right, exercisable upon written notice to the Company and the Proposed Seller within five (5) calendar days after the giving of such notice by the Proposed Seller, to participate in such the Proposed Seller's sale to of Co-Sale Shares at the transferee identified in Sale Price and upon the Transfer Notice of the remaining Offered Shares not purchased pursuant to Section 9, 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) (and for the same consideration on an as converted basis) by notifying the Transferor in writing within ten (10) Business Days following the date Notice. The delivery of the Conotice of election under Section 1.3 shall constitute an irrevocable commitment by such Non-Sale Notice (each such electing Investor, also a “Selling Shareholder”). Such Selling Shareholder’s notice Participating Investor to the Transferor shall indicate sell the number of Equity Securities the Selling Shareholder wishes shares specified in such notice pursuant to sell under its right to participatethis Section 1.3. To the extent one or more of the Non-Participating Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that shares of Stock which the Transferor Proposed Seller may sell in the Transfer to the prospective transferee identified in the Transfer Notice Proposed Transferee shall be correspondingly reduced.. The right of participation of each of the Non-Participating Investors shall be subject to the following terms and conditions: