Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. Subject to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units held by such Participating Member and the denominator of which is the total number of Units held by the Transferring Member and all Participating Members (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 below.

Right of Co-Sale. Subject (a) To the extent the Company and the Holders do not exercise their respective rights of refusal as to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale all of the Transferred Membership Interest Offered Shares pursuant to Section 9.4.5 on the terms described in 2.1, then each Holder (a “Selling Holder” for purposes of this Section 9.5 by sending irrevocable written notice thereof to 2.2 and Section 2.6) that notifies the Transferring Member prior to the expiration Selling Common Holder in writing within [***] after Delivery of the Exercise Period. Each such Non-Transferring Member who timely elects Additional Transfer Notice referred to in Section 2.1(c) shall have the right to participate in such sale (a “Participating Member”) of Equity Securities on the same terms and conditions as specified in the 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 such right of participation in accordance with the terms and conditions of this Section 2.2, the number of shares of Equity Securities that the Selling Common Holder may sell in the Transfer shall be entitled correspondingly reduced. (b) Each Selling Holder may sell all or any part of 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 sell a portion of its Membership Interest equal to the product obtained by multiplying (i) the total aggregate number of Units proposed to be sold shares of Equity Securities covered by the Transferring Member multiplied Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the total number of Units held shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Participating Member Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Units held shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Transferring Member Selling Common Holder and all Participating Members of the Selling Holders on the date of the Transfer Notice. (collectivelyc) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Common Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the “number of shares of Common Stock that such Selling Members”)Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company other than Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The sale by Participating Members Company agrees to make any such conversion concurrent with the actual transfer of their Membership Interests under this such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that each Selling Holder delivers to the Selling Common Holder pursuant to Section 9.5 2.2(c) shall be on transferred to the same, or more favorable, prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions as specified in the Transfer Notice (subject Notice, and such Selling Common Holder shall concurrently therewith remit to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title such Selling Holder that portion of the Membership Interest being sold and authority sale proceeds to sell which such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any Selling Holder is entitled by reason of its Membership Interest to any prospective transferee if participation in such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5sale. To the extent that Participating Members participate in any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Transfer consummated in accordance with this Section 9.5Selling Holder exercising its rights of co-sale hereunder, the Selling Members Common Holder shall bear the reasonable expenses incurred on not sell to such prospective purchaser or behalf of purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Members participating in Common Holder shall purchase such Transfer shares or other securities from such Selling Holder for the same consideration and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to on the Selling Members same terms and conditions as the proposed transfer described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such the Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowNotice.

Right of Co-Sale. Subject 10.1 To the extent the Investors do not exercise their respective rights of first refusal as to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase all the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units Offered Ordinary Shares proposed to be sold by the Transferring Member Ordinary Transferor to the transferee identified in the Ordinary Transfer Notice, the Ordinary Transferor shall promptly give a 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 Ordinary 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 Ordinary Transfer Notice of the remaining Offered Ordinary Shares not purchased pursuant to Section 9, on the terms and conditions as specified in the Ordinary Transfer Notice (but in no event less favorable than the terms and conditions offered to the Ordinary Transferor and provided that the Selling Shareholder shall not be required, in connection with such Transfer, (i) to make any representations or warranties concerning the business, operation or assets of any Group Company, or any other representations or warranties other than as to title and capacity, or (ii) to pay any amount with respect to any liabilities arising from any representations or warranties made by the Selling Shareholder in excess of such Selling Shareholder’s share of the total consideration paid by the prospective transferee) (and for the same consideration on an as-converted basis) by notifying the Ordinary Transferor in writing within ten (10) days following the date of the Co-Sale Notice (each such electing Investor, 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 exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Ordinary Shares that the Ordinary Transferor may sell in the Transfer to the prospective transferee identified in the Ordinary Transfer Notice shall be correspondingly reduced. 10.2 The total number of Equity Securities that each Selling Shareholder may elect to sell shall be up to the product of (i) the aggregate number of the remaining Offered Ordinary Shares being transferred to the prospective transferee identified in the Ordinary 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 total number of Units Ordinary Shares held by such Participating Member Selling Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Selling Shareholder (on an as-converted basis)) on the date of the Ordinary Transfer Notice and the denominator of which is the total number of Units Ordinary Shares held by the Transferring Member Ordinary Transferor and all Participating Members Selling Shareholders (collectivelyincluding Ordinary Shares issuable upon conversion of the then Preferred Shares held by all Selling Shareholders (on an as-converted basis)) on the date of the Ordinary Transfer Notice; provided, however, that, if the Transfer of the Offered Ordinary Shares by the Ordinary Transferor will result in a change of Control of the Company, each Selling Shareholder shall be entitled to sell up to all its Shares (if the Selling Shareholders desire to sell in aggregate more than the number of Offered Ordinary Shares identified in the Ordinary Transfer Notice, then each Selling Shareholder shall be entitled to sell such number of Shares equal to the lesser of (x) the number of Shares it desires to sell and (y) the product obtained by multiplying (i) the number of Offered Ordinary Shares identified in the Ordinary Transfer Notice by (ii) a fraction, the “numerator of which is the number of Ordinary Shares held by such Selling Members”Shareholder (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by such Selling Shareholder (on an as-converted basis)) and the denominator of which is the total number of Ordinary Shares held by all the Selling Shareholders (including Ordinary Shares issuable upon conversion of the then Preferred Shares held by all the Selling Shareholders (on an as-converted basis)) on the date of the Ordinary Transfer Notice) to the prospective purchaser, and the number of Offered Ordinary Shares that the Ordinary Transferor may sell based on the Ordinary Transfer Notice shall be correspondingly reduced. 10.3 Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Ordinary Transferor, before the applicable closing, a signed instrument of transfer properly endorsed for transfer for transfer to the prospective purchaser, and one or more certificates which represent the type and number of Equity Securities which such Selling Shareholder elects to sell for surrender and cancellation; provided that if the prospective purchaser objects to the delivery of Ordinary Share Equivalents in lieu of Ordinary Shares, such Selling Shareholder shall only transfer Ordinary Shares (and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares), and the Company shall effect any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. 10.4 The share certificate or certificates that a Selling Shareholder delivers to the Ordinary Transferor pursuant to this Section 10 shall be transferred by the Ordinary Transferor to the Company for surrender and cancellation and the Ordinary Transferor shall deliver to the prospective purchaser any required transfer instruments, board resolutions of the Company or other documentation in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Ordinary Transfer Notice, and the Ordinary Transferor shall concurrently therewith remit to such Selling Shareholder that portion of the sale proceeds to which the Selling Shareholder is entitled by reason of its participation in such sale. The Company shall update its register of members to effect the consummation of any such Transfer and, if applicable, arrange to prepare new share certificates or certificates for the transferee with respect to such Equity Securities. 10.5 To the extent that any prospective purchaser prohibits the participation by a Selling Shareholder exercising its co-sale by Participating Members of their Membership Interests under this Section 9.5 rights hereunder in a proposed Transfer or otherwise refuses to purchase Equity Securities from a Selling Shareholder exercising its co-sale rights hereunder, the Ordinary Transferor shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Ordinary Transferor shall purchase from such Selling Shareholder such Equity Securities that such Selling Shareholder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale rights for the same consideration and on the same, or more favorable, same terms and conditions as specified the proposed transfer described in the Ordinary Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowNotice.

Right of Co-Sale. (a) To the extent that there remain any Offered Units, in connection with the Transferring Member’s right to sell such Units pursuant to Section 7.02(h) (other than in the event of a Company Sale under Section 7.04), the Major Unitholders shall have the right to elect to sell the pro rata share of their Units along with the Transferring Member on the same terms and conditions (the “Right of Co-Sale”); however, to the extent the aggregate number of Units that the Major Unitholders desire to sell (as evidenced in written notices delivered to the Transferring Member) exceeds the number of Units the transferee is willing to acquire, the number of Units that the Transferring Member and the Major Unitholders can sell will be proportionately reduced to the number that, in total, represents the number of Units the transferee is willing to acquire. In order to exercise its rights hereunder, the Major Unitholders must provide written notice to the Transferring Member, with a copy to the Company, within ten (10) days after expiration of the Purchaser Refusal Period (the “Co-Sale Period”). (b) Subject to prior compliance with Section 9.4applicable state and Federal securities laws, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units held by such Participating Member and the denominator of which is the total number of Units held by the Transferring Member and all Participating Members the Major Unitholders exercising their Rights of Co- Sale shall occur by the later of (collectively, i) the period described in Section 7.02(h) for the sale; and (ii) ten days after expiration of the Co-Sale Period (the “Selling MembersCo-Sale Closing”). The sale by Participating Members If any Major Unitholders exercised the Right of their Membership Interests under Co-Sale in accordance with this Section 9.5 7.03, then such Major Unitholders shall be on deliver to the sameTransferring Member at or before the Co-Sale Closing, one or more favorablecertificates, properly endorsed for Transfer, representing the number of Class A Units to which the Major Unitholder is entitled to sell pursuant to this Section 7.03. At the Co-Sale Closing, the Transferring Member shall cause such certificates or other instruments to be Transferred and delivered to the transferee pursuant to the terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest will remit, or will cause to any prospective transferee if such prospective transferee(s) declines be remitted, to allow the participation each Major Unitholder, that portion of the Participating Members or proceeds of the inclusion Transfer to which such Major Unitholder is entitled hereunder. (c) The right of such Participating Member’s Membership Interest sought to be included Co-Sale granted pursuant to this Section 9.5. To the extent that Participating Members participate in 7.03 shall terminate and be of no further force and effect immediately following a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf Sale of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess Sale of the total consideration received Company consists of a sale of (A) all of the Units (including a sale of all of the Units by such Selling Member in connection with such Transfer, and any a merger or consolidation of the Company Losses will be allocated to that constitutes a Sale of the Selling Members as described in Section 17.1 belowCompany) or (B) all or substantially all of the assets of the Company on a consolidated basis.

Right of Co-Sale. Subject to prior compliance with Section 9.4, if (a) In the case of a transfer by any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest Majority Ordinary Shareholders (the “Selling Ordinary Shareholder”), to the extent the Company and the Remaining Holders do not exercise their respective rights of refusal as to all of the Offered Shares pursuant to Section 9.4.5 on 3.2, then each Holder other than the terms described in Selling Ordinary Shareholder (a “Co-Sale Holder” for purposes of this Section 9.5 by sending irrevocable written notice thereof to 3.3) that notifies the Transferring Member prior to the expiration Selling Ordinary Shareholder in writing within twenty (20) days after Delivery of the Exercise Period. Each such Non-Transferring Member who timely elects Additional Transfer Notice referred to in Section 3.2(c), shall have the right to participate in such sale (a “Participating Member”) of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Co-Sale Holder’s notice to the Selling Ordinary Shareholder shall indicate the number of shares of the Company that the Co-Sale Holder wishes to sell under his, her or its right to participate. 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 shares of Equity Securities that the Selling Ordinary Shareholder may sell in the Transfer shall be entitled to correspondingly reduced. (b) Each Co-Sale Holder may sell a portion all or any part of its Membership Interest that number of shares of the Company equal to the product obtained by multiplying (i) the total aggregate number of Units proposed to be sold shares of Equity Securities covered by the Transferring Member multiplied Transfer Notice that have not been subscribed for pursuant to Section 3.2 by (ii) a fraction, the numerator of which is the total number of Units held Ordinary Shares (including Ordinary Shares issuable upon conversion of the Note) owned by such Participating Member the Co-Sale Holder on the date of the Transfer Notice and the denominator of which is the total number of Units held Ordinary Shares (including Ordinary Shares issuable upon conversion of the Note) owned by the Transferring Member Selling Ordinary Shareholder and all Participating Members of the Co-Sale Holders on the date of the Transfer Notice. (collectivelyc) Each Co-Sale Holder shall effect its participation in the sale by promptly delivering to the Selling Ordinary Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the “Selling Members”)number of Ordinary Shares that such Co-Sale Holder elects to sell; or (ii) that number of Equity Securities that are at such time convertible into the number of Ordinary Shares that such Co-Sale Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of Equity Securities in lieu of Ordinary Shares, such Co-Sale Holder shall convert such Equity Securities into Ordinary Shares and deliver Ordinary Shares as provided in this Section 3.3. The sale by Participating Members Company agrees to make any such conversion concurrent with the actual transfer of their Membership Interests under this such shares to the purchaser and contingent on such transfer. (d) The share certificate or certificates that the Co-Sale Holder delivers to the Selling Ordinary Shareholder pursuant to Section 9.5 3.3(c) shall be on transferred to the same, or more favorable, prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated TransferNotice, and the Transferring Member Selling Ordinary Shareholder shall not Transfer any concurrently therewith remit to such Co-Sale Holder that portion of the sale proceeds to which such Co-Sale Holder is entitled by reason of its Membership Interest to any prospective transferee if participation in such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5sale. To the extent that Participating Members participate in any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Transfer consummated in accordance with this Section 9.5Co-Sale Holder exercising its rights of co-sale hereunder, the Selling Members Ordinary Shareholder shall bear the reasonable expenses incurred on not sell to such prospective purchaser or behalf of purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Members participating in Ordinary Shareholder shall purchase such Transfer shares or other securities from such Co-Sale Holder for the same consideration and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to on the Selling Members same terms and conditions as the proposed transfer described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such the Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowNotice.

Right of Co-Sale. Subject (i) Each Remaining Securityholder shall have the right, exercisable upon written notice to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in Company and the sale Selling Securityholder within fifteen (15) days after receipt of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects Offer Notice, to participate in such sale (a “Participating Member”) shall be entitled to sell a portion Transfer of its Membership Interest equal to (i) Company Shares on the total number of Units proposed to be sold by the Transferring Member multiplied by same terms and conditions. (ii) Each Remaining Securityholder may sell all or any part of that number of Company Shares equal to the product obtained by multiplying (A) the aggregate number of Company Shares covered by the Offer Notice by (B) a fraction, fraction the numerator of which is the total number of Units held Company Shares owned by such Participating Member Remaining Securityholder at the time of the Transfer and the denominator of which is the total number of Units held Company Shares owned by the Transferring Member Selling Securityholder and all Participating Members (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified each Remaining Securityholder who elects to participate in the Transfer Notice Transfer. (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. iii) The Transferring Member Selling Securityholder shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and Remaining Securityholders who elect to the inclusion of their respective Membership Interests participate in the contemplated Transfer, and the Transferring Member Selling Securityholder shall not Transfer any of its Membership Interest Company Shares to any prospective transferee if such the prospective transferee(s) declines unless (A) the prospective transferee(s) agrees to allow the participation of the Participating Members participating Remaining Securityholders, or (B) the inclusion Selling Securityholder agrees to purchase the number of such Participating Member’s Membership Interest sought Company Shares that any participating Remaining Securityholder would have been entitled to be included transfer pursuant to this Section 9.5. To SECTION 10.4 at the extent that Participating Members same price and on the same terms as set forth in the Offer Notice. (iv) If none of the Remaining Securityholders elect to participate in a Transfer consummated in accordance with this Section 9.5the sale of Company Shares subject to the Offer Notice, the Selling Members shall bear the reasonable expenses incurred on or behalf Securityholder may, not later than sixty (60) days following delivery of the Selling Members participating in Offer Notice, enter into an agreement providing for the closing of the Transfer of the Company Shares covered by the Offer Notice within sixty (60) days of such Transfer agreement on terms and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated conditions no more favorable to the Selling Members as transferor than those described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a severalthe Offer Notice, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated each transferee agrees in writing to make payments comply with the terms of Articles VIII, IX, X, XIII, XIV, XV and XVI of this Agreement. Any proposed Transfer on terms and conditions more favorable than those described in connection with such indemnity (a “Company Loss”) in excess the Offer Notice, as well as any subsequent proposed Transfer of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will Shares by the Selling Securityholder, shall again be allocated subject to the co-sale rights set forth herein and shall require compliance by the Selling Members as Securityholder with the procedures described in Section 17.1 belowthis SECTION 10.4.

Right of Co-Sale. Subject to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) To the total number extent the Company and the Investors do not exercise their respective rights of Units first refusal under Section 8.2 as to all or any of the Offered Shares proposed to be sold by the Transferring Member Transferor to the third party transferee identified in the Transfer Notice, the Transferor shall give notice thereof to each Investor not exercising any right of first refusal pursuant to Section 8.2 (the “Co-Sale Notice”) (specifying in such Co-Sale Notice the number of remaining Offered Shares as well as the number of Shares that such Investor would be eligible to include in such sale pursuant to its co-sale right hereunder, and each such Investor shall have the right to participate in such sale, to the third party transferee identified in the Transfer Notice, of the remaining Offered Shares not purchased pursuant to Section 8.2, 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) days following the date of the Co-Sale 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 correspondingly reduced. (ii) The total number of Equity Securities that each Selling Shareholder may elect to sell shall be equal to the product of (i) the aggregate number of 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 8.2 hereof, multiplied by (ii) a fraction, the numerator of which is the total number of Units held Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by such Participating Member Selling Shareholder on the date of the Transfer Notice and the denominator of which is the total number of Units held Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by the Transferring Member Transferor and all Participating Members Selling Shareholders. (collectivelyiii) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for transfer to the prospective purchaser, before the applicable closing, one or more certificates, properly endorsed for transfer, which represent the type and number of Equity Securities which such Selling Shareholder elects to sell; provided, however that if the prospective third party purchaser objects to the delivery of Ordinary Share Equivalents in lieu of Ordinary Shares, such Selling Shareholder shall only deliver Ordinary Shares (and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares, and the Company shall effect any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (iv) The share certificate or certificates that a Selling Shareholder delivers to the Transferor pursuant to this Section 8.3 shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Transferor shall concurrently therewith remit to such Selling Shareholder that portion of the sale proceeds to which such Selling Shareholder is entitled by reason of its participation in such sale. The Company will update its register of members upon the consummation of any 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 from a Selling Shareholder exercising its co-sale rights hereunder, the “Transferor shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Selling Members”). The Shareholder such shares or other securities that such Selling Shareholder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale by Participating Members of their Membership Interests under this Section 9.5 shall be rights for the same consideration and on the same, or more favorable, same terms and conditions as specified the proposed transfer described in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowNotice.

Right of Co-Sale. Subject to prior compliance with Section 9.49.1, if any to the extent that the Company and the Non-Transferring Member does Members do not timely elect exercise their respective Rights of First Refusal with respect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale any portion of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such 9.4, then, each Non-Transferring Member who timely elects to participate in such sale that is not a Purchasing Member (a “Participating Co-Sale Eligible Member”) shall be entitled have the right to sell participate in the sale (the “Right of Co-Sale”) of a portion of its the Transferred Membership Interest which is not being purchased by the Company or the Purchasing Members pursuant to their respective Rights of First Refusal (“Residual Membership Interest”). The portion of the Residual Membership Interest that may be sold collectively by the Co-Sale Eligible Members (“Co-Sale Eligible Residual Membership Interest”) shall equal to a fraction determined by dividing (i) the total number of Units proposed to be sold consisting of the Residual Membership Interest held by the Transferring Member multiplied Co-Sale Eligible Members by (iiB) a fraction, the numerator of which is the total number of Units held by such Participating Member and consisting of the denominator of which is the total number of Units Residual Membership Interest held by the Co-Sale Eligible Members and the Transferring Member and all Participating Members (collectively, the “Selling Members”)Member. The sale by Participating Co-Sale Eligible Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, same terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below)Notice. Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 below.

Right of Co-Sale. Subject (a) To the extent the Company and the Holders do not exercise their respective rights of refusal as to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale all of the Transferred Membership Interest Offered Shares pursuant to Section 9.4.5 on the terms described in 2.1, each Holder that has not exercised its Right of First Refusal (a “Co-Sale Participant” for purposes of this Section 9.5 by sending irrevocable written notice thereof to 2.2) that notifies the Transferring Member prior to the expiration Selling Shareholder in writing within fifteen (15) business days after Delivery of the Exercise Period. Each such Non-Transferring Member who timely elects Additional Transfer Notice referred to in Section 2.1(c), shall have the right to participate in such sale (a “Participating Member”) of Offered Shares on the same terms and conditions as specified in the Additional Transfer Notice referred to in Section 2.1(c). Such Co-Sale Participant’s notice to the Selling Shareholder shall indicate the number of shares of Equity Securities that the Co-Sale Participant wishes to sell under his, her or its right to participate. To the extent one or more of the Co-Sale Participants exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Shareholder may sell in the Transfer shall be entitled to correspondingly reduced. (b) Each Co-Sale Participant may sell a portion all or any part of its Membership Interest that number of shares of Equity Securities equal to the product obtained by multiplying (i) the total aggregate number of Units proposed to be sold Offered Shares covered by the Transferring Member multiplied Additional Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the total number of Units held Ordinary Shares (including Ordinary Shares issuable upon conversion of Preferred Shares) owned by such Participating Member the Co-Sale Participant on the date of the Transfer Notice and the denominator of which is the total number of Units held Ordinary Shares (including Ordinary Shares issuable upon conversion of Preferred Shares) owned by the Transferring Member Selling Shareholder and all Participating Members of the Co-Sale Participants on the date of the Additional Transfer Notice referred to in Section 2.1(c). (collectivelyc) Each Co-Sale Participant shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the “Selling Members”)type and number of shares of Equity Securities that such Co-Sale Participant elects to sell; or (ii) that number of shares of Equity Securities that are at such time convertible into the number of Ordinary Shares that such Co-Sale Participant elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of such Equity Securities in lieu of Ordinary Shares, such Co-Sale Participant shall convert such shares of such Equity Securities of the Company into Ordinary Shares and deliver Ordinary Shares as provided in this Section 2.2. The sale by Participating Members Company agrees to make any such conversion concurrent with the actual transfer of their Membership Interests under this such shares to the purchaser and contingent on such transfer. (d) The share certificate or certificates that the Co-Sale Participant delivers to the Selling Shareholder pursuant to Section 9.5 2.2(c) shall be on transferred to the same, or more favorable, prospective purchaser in consummation of the sale of the Offered Shares pursuant to the terms and conditions as specified in the Additional Transfer Notice (subject referred to in Section 17.1 below2.1(c). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member Selling Shareholder shall not Transfer any concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its Membership Interest to any prospective transferee if participation in such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5sale. To the extent that Participating Members participate in any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Transfer consummated in accordance with this Section 9.5Co-Sale Participant exercising its rights of co-sale hereunder, the Selling Members Shareholder shall bear the reasonable expenses incurred on not sell to such prospective purchaser or behalf of purchasers any Offered Shares unless and until, simultaneously with such sale, the Selling Members participating in Shareholder shall purchase such Transfer shares or other securities from such Co-Sale Participant for the same consideration and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to on the Selling Members same terms and conditions as the proposed transfer described in Section 17.1 below). Each Selling Member shall be obligated the Additional Transfer Notice referred to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 below2.1(c).

Right of Co-Sale. Subject a. If Rubinson (including, xxx xxxs purpose any Permitted Transferee) proposes to prior compliance with Section 9.4sell, if exchange, pledge, transfer or in any Non-Transferring Member does not timely elect to purchase other manner dispose of 25% or more of the Transferred Membership Interest in accordance with Section 9.4shares of Common Stock held by Rubinson as of the date xxxxxx xn a single transaction or series of related transactions, then Rubinson shall give wrixxxx xxtice (a "Notice of Intention to Sell") to the Company setting forth in reasonable detail the terms and conditions of such Non-Transferring Member may elect proposed transaction. Upon receipt of such Notice of Intention to Sell, the Company shall promptly forward a copy thereof to each Purchaser. b. Each Purchaser shall have the right, exercisable upon written notice to the Company within fifteen (15) days after receipt of any Notice of Intention to Sell, to participate in the sale proposed disposition of shares to the Transferred Membership Interest pursuant to Section 9.4.5 proposed purchaser on the terms described and conditions set forth in this Section 9.5 by sending irrevocable written notice thereof such Notice of Intention to Sell. Each Purchaser may participate with respect to all or any part of that number of shares of Common Stock which is equal to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to product obtained by multiplying (i) the total aggregate number of Units proposed to be sold shares of Common Stock covered by the Transferring Member multiplied proposed disposition by (ii) a fraction, the numerator of which is the total number of Units held shares of Common Stock at the time beneficially owned by such Participating Member Purchaser and the denominator of which is the total aggregate number of Units held shares of Common Stock then beneficially owned by Rubinson and the Transferring Member Purchasexx. c. Each Purchaser participating in the proposed disposition (a "Participating Purchaser") shall deliver to the Company, as agent for such Participating Purchaser, for transfer to the proposed acquiror one or more certificates, properly endorsed for transfer or accompanied by stock transfer powers duly endorsed for transfer, with all stock transfer taxes paid and all stamps affixed, which represent the number of shares of Common Stock that such Participating Members (collectively, the “Selling Members”)Purchaser elects to dispose of pursuant to this paragraph 3. The sale by Participating Members consummation of their Membership Interests under this Section 9.5 such proposed disposition shall be on subject to the samesole discretion of Rubinson, or more favorable, who shall hxxx xx liability whatsoever to any Participating Purchaser other than to obtain for such Participating Purchaser the same terms and conditions as specified those obtained by Rubinson as set forth in xxx Xxxxce of Intention to Sell or any amendment thereof communicated to the other Participating Purchasers in the Transfer Notice (subject manner provided for in paragraph 3(a) above. d. The stock certificate or certificates delivered by each Participating Purchaser to Section 17.1 below). Such the Company pursuant to paragraph 3(c) shall be transferred by the Company to the acquiror in consummation of the disposition of the Common Stock pursuant to the terms and conditions specified in paragraph 3(a) and the Company shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect promptly thereafter remit to title such Participating Purchaser that portion of the Membership Interest being sold and authority net proceeds of disposition to sell which such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion Purchaser is entitled by reason of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowparticipation.

Right of Co-Sale. Subject to prior compliance with Section 9.4(a) Should any of the Cortext Principals or ---------------- VCI (in each case, if the "Offeree") receive one or more bona fide offers (collectively, the "Offer"), from any Non-Transferring Member does not timely elect person or entity (the "Offeror") to purchase from the Transferred Membership Interest Offeree any of its shares in accordance with Section 9.4Cortext, then which Offer the Offeree intends to accept, such Non-Transferring Member may elect Offeree shall promptly notify the others among them (the "Eligible Shareholders") in writing of the name and address of the Offeror and the terms and conditions of such Offer and each of the others shall be entitled to exercise its right of first refusal under Article 13 of the Articles of the Company or to participate in the sale by selling the same percentage of the Transferred Membership Interest pursuant to Section 9.4.5 its holding in Cortext (and on the terms described same terms) as the Offeree. In the event an Eligible Shareholder wishes to join in this Section 9.5 by sending irrevocable the sale, then the Eligible Shareholder shall give written notice thereof to the Transferring Member prior Offeree ("Participation Notice"), which shall be received by the Offeree within thirty (30) days of the date of notice by Offeree , with a copy to Cortext, specifying the number of shares the Eligible Shareholder wishes to sell. If the Offeree receives Participation Notices from one or more Eligible Shareholders, then the Offeree shall not sell any shares to the expiration Offeror unless the Offeror offers and agrees to purchase concurrently from the Eligible Shareholder the number of shares specified in the Eligible Shareholders' Participation Notices provided that the Offeror shall not be required to purchase from the Eligible Shareholder a larger percentage of such Eligible Shareholder's shares than that percentage of the Exercise PeriodOfferee's shares being purchased concurrently therewith by the Offeror. (b) Should no Eligible Shareholders provide Participation Notice s with respect to the Offer as set forth in (a) above, the Offeree shall be entitled, for an additional period of sixty (60) days to sell or transfer such shares to the Offeror, provided that the terms of such sale or transfer shall be no more favorable to the Offeree than the Offer. Each such Non-Transferring Member who timely elects Should the Offeree not dispose of the shares which are the subject of the Offer during the aforementioned sixty (60) day period, the shares which are the subject of the Offer shall not be sold or transferred to the Offeror or to any other party unless and until the Eligible Shareholders shall again be offered the right to participate in such sale or transfer as set forth in Subarticle (a “Participating Member”a) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units held by such Participating Member and the denominator of which is the total number of Units held by the Transferring Member and all Participating Members (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowabove.

Right of Co-Sale. Subject (i) To the extent the Company and the Preferred Shareholders do not exercise their respective rights of first refusal as to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale all of the Transferred Membership Interest Equity Securities of the Company proposed to be sold by any Transferor pursuant to Section 9.4.5 on 7.2, each Preferred Shareholder that did not exercise its right of first refusal pursuant to Section 7.2 with respect to such Offered Shares shall have the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice (but in no event less favorable to the Transferor) by notifying the Transferor in writing within ten (10) days after the expiration of the last applicable notice period set forth in Section 7.2(iii) (such Preferred Shareholder a “Participating MemberSelling 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 Preferred Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities of the Company that the Transferor may sell in the Transfer shall be entitled correspondingly reduced proportionally. (ii) The total number of Equity Securities of the Company that each Selling Shareholder may elect to sell a portion of its Membership Interest shall be equal to the product of (i) the total aggregate number of Units proposed the Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to be sold by the Transferring Member Section 7.2 hereof, multiplied by (ii) a fraction, the numerator of which is the total number of Units held Ordinary Shares (assuming the exercise, conversion and exchange of any Ordinary Shares Equivalents) owned by such Participating Member Selling Shareholder on the date of the Transfer Notice and the denominator of which is the total number of Units held Ordinary Shares (assuming the exercise, conversion and exchange of any Ordinary Shares Equivalents) owned by the Transferring Member Transferor and all Participating Members Selling Shareholders on the date of the Transfer Notice. (collectivelyiii) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for transfer to the Third Party Purchaser one or more certificates, properly endorsed for transfer, which represent the type and number of Equity Securities of the Company which such Selling Shareholder elects to sell; provided, however that if the Third Party Purchaser objects to the delivery of Equity Securities in lieu of Ordinary Shares, such Selling Shareholder shall only deliver Ordinary Shares (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 the actual transfer of such shares to the purchaser and contingent on such transfer. (iv) The share certificate or certificates that a Selling Shareholder delivers to the Transferor pursuant to this Section 6.3(iv) shall be transferred to the Third Party Purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Transferor shall concurrently therewith remit to such Selling Shareholder that portion of the sale proceeds to which such Selling Shareholder is entitled by reason of its participation in such sale. (v) To the extent that any 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 from a Selling Shareholder exercising its co-sale rights hereunder, the “Transferor shall not sell to such Third Party Purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Selling Members”). The Shareholder such shares or other securities that such Selling Shareholder would otherwise be entitled to sell to the Third Party Purchaser pursuant to its co-sale by Participating Members of their Membership Interests under this Section 9.5 shall be rights for the same consideration and on the same, or more favorable, same terms and conditions as specified the proposed transfer described in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowNotice.

Right of Co-Sale. Subject (a) To the extent the Major Shareholders do not exercise their respective rights of first refusal as to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale all of the Transferred Membership Interest Equity Securities proposed to be sold by any Holder pursuant to Section 9.4.5 on 2.2(b), each Major Shareholder that did not exercise its right of first refusal with respect to such Offered Shares shall have the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within the Major Shareholder Option Period (such Major Shareholder, a “Participating MemberSelling 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 of the Major Shareholders 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 shall be entitled correspondingly reduced. (i) The total number of Equity Securities that each Selling Shareholder may elect to sell a portion of its Membership Interest shall be equal to the product of (i) the total aggregate number of Units proposed the Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to be sold by the Transferring Member Section 2.2 hereof, multiplied by (ii) a fraction, the numerator of which is the total number of Units held Equity Securities (assuming the exercise, conversion and exchange of any Common Shares Equivalents) owned by such Participating Member Selling Shareholder on the date of the Transfer Notice and the denominator of which is the total number of Units held Equity Securities (assuming the exercise, conversion and exchange of any Common Shares Equivalents) owned by all Selling Shareholders of the Transferring Member Company on the date of the Transfer Notice. (ii) Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and all Participating Members number of Equity Securities which such Selling Shareholder elects to sell; provided, however that if the prospective third party purchaser objects to the delivery of Equity Securities in lieu of Common Shares, such Selling Shareholder shall only deliver Common Shares (collectivelyand therefore shall convert any such Equity Securities into Common Shares) and certificates corresponding to such Common Shares. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (iii) The share certificate or certificates that a Selling Shareholder delivers to the Transferor pursuant to this Section 2.3(a)(iii) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms 6 CDMTV – A&R Right of First Refusal and Co-Sale Agreement and conditions specified in the Transfer Notice, and the Transferor shall concurrently therewith remit to such Selling Shareholder that portion of the sale proceeds to which such Selling Shareholder is entitled by reason of its participation in such sale. (iv) To the extent that any prospective 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 from a Selling Shareholder exercising its co-sale rights hereunder, the “Transferor shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Selling Members”). The Holder such shares or other securities that such Selling Holder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale by Participating Members of their Membership Interests under this Section 9.5 shall be rights for the same consideration and on the same, or more favorable, same terms and conditions as specified the proposed transfer described in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowNotice.

Right of Co-Sale. Subject In the event of its receipt of a Notice pursuant to prior compliance with Section 9.413.2 above, the Nonselling Member, if any Non-Transferring not purchasing the interest in the Company of the Selling Member does not timely elect pursuant to purchase Section 13.2 above, shall have the Transferred Membership Interest in accordance with Section 9.4additional right, then such Non-Transferring exercisable upon written notice to the Selling Member may elect within 30 days after receipt of the Notice, to participate in the Selling Member's sale of interests in the Transferred Membership Interest Company to the third party described in the Notice, pursuant to Section 9.4.5 on the specified terms described in this Section 9.5 by sending irrevocable and conditions of such bona fide written notice thereof offer. The right of participation of the Nonselling Member shall be subject to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to following terms and conditions: (i) The Nonselling Member exercising rights of co-sale hereunder may sell all or any part of its interests in the total Company up to that amount equal to the product obtained by multiplying (1) the aggregate number of Units proposed to be sold Percentage Interests covered by the Transferring Member multiplied bona fide written offer by (ii2) a fraction, the numerator of which is the total number of Units held Percentage Interests at the time owned by such Participating Nonselling Member and the denominator of which is the total sum of (x) the number of Units held Percentage Interests owned by the Transferring Selling Member and all Participating Members plus (collectively, y) the “Selling Members”). aggregate number of Percentage Interests at the time owned by the Nonselling Member. (ii) The Nonselling Member shall effect its participation in the sale by Participating Members promptly delivering to the Selling Member such documentation as is reasonably requested by the bona fide third party offeror to effect the transfer of their Membership Interests under this interests in the Company. (iii) The documentation that the Nonselling Member delivers to the Selling Member pursuant to Section 9.5 13.3(ii) shall be on transferred to the same, prospective purchaser or more favorable, purchasers in consummation of the sale of interests in the Company pursuant to the terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transferbona fide written offer, and the Transferring Selling Member shall not Transfer any concurrently therewith remit to the Nonselling Member that portion of the sale proceeds to which the Nonselling Member is entitled by reason of its Membership Interest to any prospective transferee if participation in such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5sale. To the extent that Participating Members participate any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase interests in a Transfer consummated in accordance with this Section 9.5the Company from the Nonselling Member exercising its rights of co-sale hereunder, the Selling Members Member shall bear not sell to such prospective purchaser or purchasers any interests in the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer Company unless and incurred in connection until, simultaneously with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to sale, the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated purchase such shares or other securities from the Nonselling Member for the consideration that the Nonselling Member would have received but for such prohibition or refusal. (iv) The exercise or non-exercise of the rights of a Nonselling Member hereunder to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member participate in respect one or more sales of representations and warranties regarding interests in the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no a Selling Member shall be obligated not adversely affect its rights to make payments participate in connection with such indemnity subsequent sales of interests in the Company subject to this Section 13.3. (a “Company Loss”v) If the Nonselling Member elects to participate in excess the sale of the total consideration received by such interests in the Company subject to the Notice, the Selling Member in connection with such Transfermay, and any Company Losses will be allocated not later than 90 days following delivery to the Selling Members as Company and the Nonselling Member of the Notice , enter into an agreement providing for the closing of the transfer of the interests in the Company covered by the Notice within 60 days of such agreement on terms and conditions described in such Notice. Any proposed transfer on terms and conditions other than those described in the Notice, as well as any subsequent proposed transfer of any of the interests in the Company by the Selling Member, shall again be subject to the co-sale rights of the Nonselling Member and shall require compliance with the procedures described in this Section 17.1 below13.3.

Right of Co-Sale. Subject (a) In the event that, prior to prior compliance a Qualified Public Offering, any Chase Member (hereinafter, the "Section 2 Offeree") receives a bona fide offer (the "Section 2 Offer") from a third party which is not an Affiliate of such Chase Member (the "Section 2 Offeror") to purchase from such Section 2 Offeree Member Units, for a specified price payable in cash or otherwise and on specified terms and conditions that the Section 2 Offeree intends to accept, such Section 2 Offeree shall promptly forward a notice (the "Section 2 Notice") complying with Section 9.4, if any 2(b) to the Company and the Non-Transferring Chase Members. The Section 2 Offeree shall not Transfer any Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member Units prior to the expiration of the Exercise Period. Each 15-day period referred to below to the Section 2 Offeror and unless the terms of the Section 2 Offer are extended to the Non-Chase Members with respect to their Proportionate Percentage of the aggregate number of Member Units to which the Section 2 Offer relates, whereupon each such Non-Transferring Chase Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell Transfer to the Section 2 Offeror pursuant to the Section 2 Offer such Non-Chase Member's Proportionate Percentage of the aggregate number of Member Units to which the Section 2 Offer relates. Each Non-Chase Member shall have a portion period of its Membership Interest equal 15 days to deliver a written notice (the "Section 2 Acceptance") to the Section 2 Offeree evidencing such Non-Chase Member's acceptance of the Section 2 Offer. (b) The Section 2 Notice shall set forth (i) the total number of Member Units proposed to be sold by which the Transferring Member multiplied by Section 2 Offer relates and the name of the Section 2 Offeree, (ii) the name and address of the Section 2 Offeror, (iii) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Section 2 Offeree as may be reasonably necessary for the Non-Chase Members to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Section 2 Offeror and (iv) that the Section 2 Offeror has been informed of the co-sale rights provided for in this Section 2 and has agreed to purchase Member Units in accordance with the terms of this Section 2 (which agreement may contain the Section 2 Offeror's obligation to purchase all of the Member Units subject to the Section 2 Offer from the Section 2 Offeree so long as such Section 2 Offeree agrees to purchase simultaneously with such sale from any Non-Chase Member delivering a fractionSection 2 Acceptance the Member Units subject to such Section 2 Notice of Acceptance). (c) Notwithstanding the provisions of this Section 2, the numerator Chase Members may Transfer up to 25% of which is the total number of Member Units held by such Participating Member and the denominator of which is the total number of Units held purchased by the Transferring Member and all Participating Chase Members without complying with the provisions of this Section 2. (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests d) Sales under this Section 9.5 shall 2 shall, if applicable, be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include any applicable transfer restrictions under the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowOperating Agreement.

Right of Co-Sale. (a) Subject to prior compliance with the other provisions of this Section 9.44, if any Non-Transferring Member does to the extent the ROFR Shareholders do not timely elect exercise their respective rights of first refusal as to purchase all of the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect Offered Shares proposed to participate be sold by a Selling Shareholder to the third party transferee identified in the sale Transfer Notice, such Selling Shareholder shall deliver a written notice to each ROFR Shareholder that has not exercised any right of the Transferred Membership Interest first refusal pursuant to Section 9.4.5 on 4.1 (the terms described “Co-Sale Notice”) and specify in this Section 9.5 by sending irrevocable written notice thereof such Co-Sale Notice the number of remaining Offered Shares as well as the number of Shares that such ROFR Shareholder may sell to the Transferring Member prior to third-party transferee identified in the expiration of the Exercise PeriodTransfer Notice. Each such Non-Transferring Member who timely elects ROFR Shareholder (each, a “CSR Shareholder”) shall have the right to participate in such sale of the remaining Offered Shares not purchased pursuant to Section 4.1, on the same terms and conditions as specified in the Transfer Notice (a “Participating Member”but in no event less favorable to the Selling Shareholder) by notifying the Selling Shareholder in writing within fifteen (15) Business Days following the date of the Co-Sale Notice. Such CSR Shareholder’s notice to the Selling Shareholder shall indicate the number of Shares the CSR Shareholder wishes to sell under its right to participate. To the extent one or more CSR Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Shareholder may sell in the Transfer to the third party transferee identified in the Transfer Notice shall be entitled correspondingly reduced. (b) The total number of Shares that each CSR Shareholder may elect to sell a portion of its Membership Interest shall be equal to the product of (i) the total aggregate number of Units proposed the Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to be sold by the Transferring Member Section 4.1, multiplied by (ii) a fraction, the numerator of which is the total number of Units held Common Shares (calculated on an as-converted basis) owned by such Participating Member CSR Shareholder as of the date of the Transfer Notice, and the denominator of which is the sum of the total number of Units held Common Shares (calculated on an as-converted basis) owned by the Transferring Member Selling Shareholder and the total number of Common Shares (calculated on an as-converted basis) owned by all Participating Members CSR Shareholders. (collectivelyc) Each CSR Shareholder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser, before the applicable closing, an executed instrument of transfer and one or more certificates, which represent the type and number of Shares which such CSR Shareholder elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Common Shares, such CSR Shareholder shall only deliver the executed instrument of transfer representing the Common Shares (and therefore shall convert any such Preferred Shares into Common Shares as provided in the Restated M&AA) to the Selling Shareholder. The certificates representing such Preferred Shares shall be submitted to the Company for cancellation, and the Company shall effect any such conversion immediately prior to the actual Transfer of such shares to the purchaser. (d) The certificates that a CSR Shareholder delivers to the Selling Shareholder pursuant to this Section 4.2 shall be submitted to the Company for cancellation and the register of members of the Company shall be updated upon consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such CSR Shareholder that portion of the sale proceeds to which such CSR Shareholder is entitled by reason of its participation in such sale. (e) To the extent that any prospective purchaser prohibits the participation by a CSR Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities from a CSR Shareholder exercising its co-sale rights hereunder, the “Selling Members”). The Shareholder shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Selling Shareholder shall purchase from such CSR Shareholder such shares or other securities that such CSR Shareholder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale by Participating Members of their Membership Interests under this Section 9.5 shall be rights for the same consideration and on the same, or more favorable, same terms and conditions as specified the proposed transfer described in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowNotice.

Right of Co-Sale. 6.7.1. Subject to prior compliance with Section 9.4, if any Nonapplicable drag-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale along provisions and (B) any applicable rights of first refusal of the Transferred Membership Interest pursuant Company and the other Members, any transferring Member shall deliver to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable Company and the other Members written notice thereof (the “Co-Sale Notice”) that each Member shall have the right, exercisable upon written notice to the Transferring transferring Member prior with a copy to the expiration Company within five business days after receipt of the Exercise Period. Each such NonCo-Transferring Member who timely elects Sale Notice, to participate in such sale (a “Participating Member”) Transfer of Units on the same terms and conditions. Such Co-Sale Notice shall be entitled to sell a portion of its Membership Interest equal to (i) indicate the total number of Units proposed or Units up to that number of Units determined under Section 9.2(d)(ii) such Member wishes to sell under its right to participate. To the extent one or more of the Members exercise such right of participation in accordance with the terms and conditions set forth below (each a “Co-Sale Participant”), the number of Units that such Member may sell in the transaction shall be sold correspondingly reduced. 6.7.2. Each Co-Sale Participant may sell all or any part of that number of Units equal to the product obtained by multiplying (1) the aggregate number of Units covered by the Transferring Member multiplied Co-Sale Notice by (ii2) a fraction, fraction the numerator of which is the total number of Units held owned by such Participating Member Co-Sale Participant at the time of the Transfer, and the denominator of which is the total number of Units held owned by all Co-Sale Participants. 6.7.3. Each Co-Sale Participant shall effect participation in the Transferring Transfer by promptly delivering to the transferring Member and all Participating Members (collectivelyfor transfer to the prospective purchaser one or more Unit certificates, properly endorsed for transfer, which represent the “Selling Members”)number of Units which such Co-Sale Participant elects to sell. 6.7.4. The sale by Participating Members of their Membership Interests under this Section 9.5 Unit certificates that the Co-Sale Participant delivers to such Member shall be on transferred to the same, or more favorable, prospective purchaser in consummation of the sale of the Units pursuant to the terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated TransferCo-Sale Notice, and the Transferring Member shall not Transfer any concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its Membership Interest to any prospective transferee if participation in such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5sale. To the extent that Participating any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Units or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Member shall not sell to such prospective purchaser or purchasers any Units unless and until, simultaneously with such sale, such Member shall purchase such Units or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. 6.7.5. The exercise or non-exercise of the rights of the Members hereunder to participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on one or behalf more Transfers of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not Units made by such Selling Member; provided that no Selling Member shall be obligated not adversely affect their rights to make payments participate in connection with such indemnity (a “Company Loss”) in excess subsequent Transfers of the total consideration received Units subject to this Section. 6.7.6. To the extent that the Members do not elect to participate in the sale of the Member’s Units subject to the Co-Sale Notice, such Member may, not later than 60 business days following delivery to the Company of the Co-Sale Notice, consummate the sale of such Member’s Units covered by the Co-Sale Notice on terms and conditions not more favorable to the transferor than those described in the Co-Sale Notice. If the sale is not consummated within such Selling 60-business day period, such Member’s Units may not be sold unless such Member first complies in connection full with such Transfereach provision of this Section. 6.7.7. The parties hereby agree that the terms and conditions of any sale pursuant to this Section will be memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction and the parties further covenant and agree to enter into such an agreement as a condition precedent to any Company Losses will be allocated sale or other Transfer pursuant to this Section and such proposed transferee shall, as a condition to the Selling Members sale, agree to execute a counterpart signature page to this Agreement and be bound to this Agreement to the same extent as described in Section 17.1 belowany Member.

Right of Co-Sale. Subject In addition to prior compliance with the provisions in Section 9.46.1 above, if any Non-Transferring Member does not timely elect AGA or CLAL proposes to purchase sell its Ordinary Shares in the Transferred Membership Interest Company (i.e. the shares held by it prior to the Closing) (the "Tag Along Shares") prior to the IPO, a third party, it shall first offer each of the Subscribers, in accordance with Section 9.4writing (the "Notice of Sale"), then such Non-Transferring Member may elect to participate in such sale. The Notice of Sale is to specify the sale total number of shares proposed to be sold, the identity of the Transferred Membership Interest pursuant to Section 9.4.5 on buyer and the proposed terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Periodsale. Each Subscriber who wishes to participate, must notify AGA or CLAL, as applicable, in writing (the "Notice of Reply"), within thirty (30) days after receipt of the Notice of Sale, of its election to participate in such Non-Transferring Member who timely elects sale, specifying the number of shares which it wishes to sell in such sale. Each Subscriber shall be entitled to participate in such sale (in a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold shares which shall not exceed the product obtained by multiplying the Transferring Member multiplied aggregate number of shares from the Tag Along Shares offered by (ii) AGA or CLAL, as applicable, by a fraction, the numerator of which is the total number of Units held shares issued to such Subscriber pursuant to the Subscription Agreement which are owned by such Participating Member it at the time it receives the Notice of Sale (subject to adjustments for stock splits, recapitalization, reorganization, etc.), and the denominator of which is the total number of Units held shares owned by all of the Subscribers who participates in the sale, plus the Tag Along Shares owned by AGA or CLAL, as applicable, at that time (subject to adjustments for stock splits, recapitalization, reorganization, etc.) (the "Co-Sale Right"). By sending such Notice of Reply, such Subscriber will be obligated by the Transferring Member terms agreed upon between AGA or CLAL, as applicable, and all Participating Members (collectivelythe buyer, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below)of Sale. Such terms and conditions shall not include the making of Failure by any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority Subscribers to sell deliver the Notice of Reply as aforesaid, or to complete the sale within the time period specified in the Notice of Sale, shall be deemed to be a refusal by such Membership Interest and indemnities directly related theretoSubscriber to exercise its Co-Sale Right. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement No transfer of the prospective transferee(s) Tag Along Shares by AGA or CLAL, as applicable, shall be concluded unless the purchaser thereof concurrently purchases, on the same terms, all of the shares included in the Notices of Reply received by AGA or CLAL, as applicable, provided however that the Subscribers given such Notice of Reply have My complied with the terms of the sale. It is hereby clarified that notwithstanding anything to the participation contrary, upon the transfer of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated Tag Along Shares made in accordance with the provisions of this Section 9.56.2, such shares and the Selling Members transferee thereof shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will no longer be allocated subject to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowCo-Sale Right.

Right of Co-Sale. Subject 10.1 To the extent the Investors do not exercise their respective rights of first refusal as to prior compliance with Section 9.4, if any Non-Transferring Member does not timely elect to purchase all the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member may elect to participate in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described in this Section 9.5 by sending irrevocable written notice thereof to the Transferring Member prior to the expiration of the Exercise Period. Each such Non-Transferring Member who timely elects to participate in such sale (a “Participating Member”) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units Offered Shares proposed to be sold by the Transferring Member Transferor to the transferee identified in the Transfer Notice, the Transferor 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 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) 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. 10.2 The total number of Equity Securities that each Selling Shareholder may elect to sell shall be equal to the product of (i) the aggregate number of 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 total number of Units held Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by such Participating Member Selling Shareholder on the date of the Transfer Notice and the denominator of which is the total number of Units held Ordinary Shares (including Preferred Shares on an as-converted to Ordinary Share basis) owned by the Transferring Member Transferor and all Participating Members Selling Shareholders on the date of the Transfer Notice; provided, however, that, if the Transfer of the Offered Shares by the Transferor will result in a change of Control of the Company, each Selling Shareholder shall be entitled to sell all its Shares (collectivelyno more than the maximum number of Offered Shares identified in the Transfer Notice) to the prospective purchaser, and the number of Offered Shares that the Transferor may sell based on the Transfer Notice shall be correspondingly reduced. 10.3 Each Selling Shareholder shall effect its participation in the sale by promptly delivering to the Transferor for transfer to the prospective purchaser, before the applicable closing, one or more certificates, properly endorsed for transfer, which represent the type and number of Equity Securities which such Selling Shareholder elects to sell; provided that if the prospective purchaser objects to the delivery of Ordinary Share Equivalents in lieu of Ordinary Shares, such Selling Shareholder shall only deliver Ordinary Shares (and therefore shall convert any such Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares, and the Company shall effect any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. 10.4 The share certificate or certificates that a Selling Shareholder delivers to the Transferor pursuant to this Section 10 shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Transferor shall concurrently therewith remit to such Selling Shareholder that portion of the sale proceeds to which the Selling Shareholder is entitled by reason of its participation in such sale. The Company shall update its register of members upon the consummation of any such Transfer. 10.5 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 from a Selling Shareholder exercising its co-sale rights hereunder, the “Transferor shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Selling Members”). The Shareholder such shares or other securities that such Selling Shareholder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale by Participating Members of their Membership Interests under this Section 9.5 shall be rights for the same consideration and on the same, or more favorable, same terms and conditions as specified the proposed transfer described in the Transfer Notice (subject to Section 17.1 below)Notice. Such terms and conditions Each Selling Shareholder shall not include the making of be required to give any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority such proposed Transfer or with respect to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries except for the ownership and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by title of such Selling Member; provided that no Selling Member shall be obligated to make payments Shareholder’s Equity Securities co-sold in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such proposed Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 below.

Right of Co-Sale. Subject (a) If any Transfer Units subject to prior compliance with a Proposed Transfer by a Transferring Holder are not purchased by Parent or an Affiliate of Parent pursuant to Section 9.49.2 above and thereafter are to be sold to a Prospective Transferee, then each Rights Holder (other than the Rights Holder that is also the Transferring Holder, if any Non-Transferring Member does not timely elect to purchase the Transferred Membership Interest in accordance with Section 9.4, then such Non-Transferring Member applicable) may elect to exercise its Right of Co-Sale and participate on a pro rata basis in the sale of the Transferred Membership Interest pursuant to Section 9.4.5 on the terms described Proposed Transfer as set forth in this Section 9.5 by sending irrevocable written notice thereof to 9.3 and otherwise on the Transferring Member prior to same terms and conditions specified in the expiration of the Exercise PeriodProposed Transfer Notice. Each such NonRights Holder who desires to exercise its Right of Co-Transferring Member who timely elects to participate in such sale Sale (each, a “Participating Member”) must give the Transferring Holder written notice to that effect within fifteen (15) days after the deadline for delivery of the Parent Secondary Notice described above, and upon giving such notice such Rights Holder shall be entitled deemed to sell a portion have effectively exercised the Right of its Membership Interest Co-Sale. (b) Each Participating Member may include in the Proposed Transfer all or any part of such Participating Member’s Units equal to the product obtained by multiplying (i) the total aggregate number of Transfer Units proposed subject to be sold by the Transferring Member multiplied Proposed Transfer by (ii) a fraction, the numerator of which is the total number of Units held that are not Unvested Units owned by such Participating Member immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Units that are not Unvested Units owned in the aggregate, by all Participating Members immediately prior to the consummation of the Proposed Transfer, plus, without duplication, the number of Transfer Units held by the Transferring Member and all Participating Members (collectively, Holder. To the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, extent one or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members exercise such right of participation in any contemplated accordance with the terms and conditions set forth herein, the number of Transfer and to Units that the inclusion of their respective Membership Interests Transferring Holder may sell in the contemplated Transfer, Proposed Transfer shall be correspondingly reduced. (c) The parties hereby agree that the terms and the Transferring Member shall not Transfer conditions of any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included sale pursuant to this Section 9.5. To 9.3 will be memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction and the extent that Participating Members participate in parties further covenant and agree to enter into such an agreement as a Transfer consummated in accordance with condition precedent to any sale or other transfer pursuant to this Section 9.5, 9.3. Neither the Selling Members shall bear Transfer of Transfer Units by the reasonable expenses incurred on or behalf Transferring Holder nor the Transfer of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Units by a Participating Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a severaleffective, but not joint and severalunless, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection contemporaneously with such Transfer, the Prospective Transferee executes a counterpart to this Agreement, thereby agreeing to be bound to all the terms and conditions of this Agreement. If any Company Losses will be allocated Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Selling Members Right of Co-Sale from any Participating Member exercising its Right of Co-Sale hereunder, no Transferring Holder may sell any Transfer Units to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Transferring Holder purchases all securities subject to the Right of Co-Sale from such Participating Member on the same terms and conditions (including the proposed purchase price) as described set forth in the Proposed Transfer Notice. (d) If any Proposed Transfer by a Transferring Holder is not consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by Parent (other than by reason of any failure of Parent or any Participating Member to comply with their respective obligations under Section 17.1 below9.2 or this Section 9.3), the Transferring Holder proposing the Proposed Transfer may not sell any Transfer Units unless such Holder first complies in full with each provision of Section 9.2 and this Section 9.3. The exercise or election not to exercise any right by any Rights Holder hereunder shall not adversely affect its right to participate in any other sales of Transfer Units subject to this Section 9.3. (e) The provisions of this Section 9.3 shall continue with respect to each Unit until the first to occur of (i) the consummation of an IPO or (ii) the consummation of an Approved Sale.

Right of Co-Sale. Subject to prior compliance with Section 9.4(a) Should any of the Cortext Principals or VCI (in each case, if the "Offeree") receive one or more bona fide offers (collectively, the "Offer"), from any Non-Transferring Member does not timely elect person or entity (the "Offeror") to purchase from the Transferred Membership Interest Offeree any of its shares in accordance with Section 9.4Cortext, then which Offer the Offeree intends to accept, such Non-Transferring Member may elect Offeree shall promptly notify the others among them (the "Eligible Shareholders") in writing of the name and address of the Offeror and the terms and conditions of such Offer and each of the others shall be entitled to exercise its right of first refusal under Article 13 of the Articles of the Company or to participate in the sale by selling the same percentage of the Transferred Membership Interest pursuant to Section 9.4.5 its holding in Cortext (and on the terms described same terms) as the Offeree. In the event an Eligible Shareholder wishes to join in this Section 9.5 by sending irrevocable the sale, then the Eligible Shareholder shall give written notice thereof to the Transferring Member prior Offeree ("Participation Notice"), which shall be received by the Offeree within thirty (30) days of the date of notice by Offeree , with a copy to Cortext, specifying the number of shares the Eligible Shareholder wishes to sell. If the Offeree receives Participation Notices from one or more Eligible Shareholders, then the Offeree shall not sell any shares to the expiration Offeror unless the Offeror offers and agrees to purchase concurrently from the Eligible Shareholder the number of shares specified in the Eligible Shareholders' Participation Notices provided that the Offeror shall not be required to purchase from the Eligible Shareholder a larger percentage of such Eligible Shareholder's shares than that percentage of the Exercise PeriodOfferee's shares being purchased concurrently therewith by the Offeror. (b) Should no Eligible Shareholders provide Participation Notices with respect to the Offer as set forth in (a) above, the Offeree shall be entitled, for an additional period of sixty (60) days to sell or transfer such shares to the Offeror, provided that the terms of such sale or transfer shall be no more favorable to the Offeree than the Offer. Each such Non-Transferring Member who timely elects Should the Offeree not dispose of the shares which are the subject of the Offer during the aforementioned sixty (60) day period, the shares which are the subject of the Offer shall not be sold or transferred to the Offeror or to any other party unless and until the Eligible Shareholders shall again be offered the right to participate in such sale or transfer as set forth in Subarticle (a “Participating Member”a) shall be entitled to sell a portion of its Membership Interest equal to (i) the total number of Units proposed to be sold by the Transferring Member multiplied by (ii) a fraction, the numerator of which is the total number of Units held by such Participating Member and the denominator of which is the total number of Units held by the Transferring Member and all Participating Members (collectively, the “Selling Members”). The sale by Participating Members of their Membership Interests under this Section 9.5 shall be on the same, or more favorable, terms and conditions as specified in the Transfer Notice (subject to Section 17.1 below). Such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Membership Interest being sold and authority to sell such Membership Interest and indemnities directly related thereto. The Transferring Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Membership Interests in the contemplated Transfer, and the Transferring Member shall not Transfer any of its Membership Interest to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Members or the inclusion of such Participating Member’s Membership Interest sought to be included pursuant to this Section 9.5. To the extent that Participating Members participate in a Transfer consummated in accordance with this Section 9.5, the Selling Members shall bear the reasonable expenses incurred on or behalf of the Selling Members participating in such Transfer and incurred in connection with such Transfer (“Participation Rights Transfer Costs”) (such reasonable expenses will be allocated to the Selling Members as described in Section 17.1 below). Each Selling Member shall be obligated to join agreements relating to such Transfer that may provide for indemnity (on a several, but not joint and several, basis) by each Selling Member in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such Selling Member; provided that no Selling Member shall be obligated to make payments in connection with such indemnity (a “Company Loss”) in excess of the total consideration received by such Selling Member in connection with such Transfer, and any Company Losses will be allocated to the Selling Members as described in Section 17.1 belowabove.