Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) In the event the Company or its assignee(s) fail to exercise its right to purchase all of the Key Employee Stock subject to Section 2.2 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Key Employee with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Stock that such Key Employee may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned by such Key Employee (excluding shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) and the Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee pursuant to Section 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee shall not sell to such prospective purchaser or purchasers any Key Employee Stock unless and until, simultaneously with such sale, such Key Employee shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event the Company or its assignee(s) and/or the Major Investors fail to exercise its right their respective rights to purchase all of the Key Employee Founder Stock subject to Section Sections 2.2 and/or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.22.2 and 2.3, then the Key Employee selling Founder shall deliver to the Company and each Major Investor written notice (the “Co-Sale Notice”) that each Major Investor shall have the right, exercisable upon written notice to such Key Employee Founder with a copy to the Company within fifteen (15) 10 days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Founder Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.4(b) such Major Investor wishes to sell under his or her right to participate. To the extent one or more of the Major Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Founder Stock that such Key Employee Founder may sell in the transaction shall be correspondingly reduced. (b) Each Major Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Founder Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees or Major Investors pursuant to Section 2.2 or 2.3 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such Major Investor at the time of the Co-Sale First Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, Stock owned by such Key Employee Founder (excluding shares purchased by the Company and/or its assignee(s) Major Investors pursuant to Section 2.22.2 or 2.3) and the Major Investors at the time of the Co-Sale First Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Major Investor that who elects to participate in the Transfer pursuant to this Section 2 2.4 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Founder for transfer to the prospective purchaser one or more certificates, as applicable, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates certificates, as applicable, that the Co-Sale Participant delivers to such Key Employee Founder pursuant to Section 2.3(c2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Founder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Founder shall not sell to such prospective purchaser or purchasers any Key Employee Founder Stock unless and until, simultaneously with such sale, such Key Employee Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Major Investor hereunder to participate in one or more Transfers of Key Employee Founder Stock made by any Key Employee Founder shall not adversely affect his its right to participate in subsequent Transfers of Key Employee Founder Stock subject to this Section 2. (f) To the extent that the Major Investors do not elect to participate in the sale of the Key Employee Founder Stock subject to the Co-Sale Notice, such Key Employee Founder may, not later than sixty thirty (6030) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Founder Stock covered by the Co-Sale Notice within thirty fifteen (3015) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Founder Stock by a Key EmployeeFounder, shall again be subject to the first refusal and co-sale rights of the Company and/or the Major Investors and shall require compliance by a Key Employee Founder with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event the Company or its assignee(s) and the Investors fail to exercise its right their respective rights to purchase all of the Key Employee Holder Stock subject to Section Sections 2.2 and 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.22.2 and 2.3, then the Key Employee Holder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Holder Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.4(b) that such Investor wishes may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees or Investors pursuant to Section 2.2 or 2.3 by (ii) a fraction, fraction the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Holder (excluding shares purchased by the Company and/or its assignee(s) Investors pursuant to Section 2.22.2 or 2.3) and plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee Holder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Holder Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(bsubsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee Holder in writing, writing with a copy to the Company, Company of its election to sell all or a portion thereof of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer pursuant to this Section 2 2.4 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Holder pursuant to Section 2.3(c2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Holder shall not sell to such prospective purchaser or purchasers any Key Employee Holder Stock unless and until, simultaneously with such sale, such Key Employee Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Holder Stock made by any Key Employee Holder shall not adversely affect his right to participate in subsequent Transfers of Key Employee Holder Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Holder Stock subject to the Co-Sale Notice, such Key Employee Holder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Holder Stock by a Key EmployeeHolder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee Holder with the procedures described in this Section 2. (g) The Key Holder hereby agrees that in the event that any of the holders of Common Stock listed on Schedule I attached hereto (each, a “Seed Investor”) who have previously been granted co-sale rights, wishes to exercise such right, the Key Holder hereby agrees that any such additional shares of Common Stock held by such Seed Investors will solely reduce the aggregate number of shares of Key Holder Stock that the Key Holder may sell after the participation of the Investors as set forth in this Section 2. For the avoidance of doubt, the number of shares of Common Stock issued or issuable upon the conversion or exercise of the Preferred Stock held by Co-Sale Participants shall not be reduced as a result of the inclusion of such Seed Investors in the Transfer.

Right of Co-Sale. (ai) In To the event extent the Company or its assignee(s) fail to does not exercise its right rights of first refusal as to purchase all of the Key Employee Stock subject Company ROFR Shares proposed to Section 2.2 hereof, following be sold by the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver Transferor to the Company and third party transferee identified in the ROFR Notice, each Investor written notice (the “Co-Sale Notice”) that each Investor Preferred Shareholder shall have the right, exercisable upon written notice to such Key Employee with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, right to participate in such Transfer sale, to the third party transferee identified in the ROFR Notice, of Key Employee Stock the Company ROFR Shares not purchased pursuant to Section 6.3, on the same terms and conditionsconditions as specified in the ROFR Notice (but in no event less favorable to the Transferor) by notifying the Transferor in writing within the ROFR Option Period (such Preferred Shareholder a “Selling Shareholder”). Such Selling Shareholder’s notice to the Transferor shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor Equity Securities the Selling Shareholder wishes to sell under his or her its right to participate. To the extent one or more of the Investors Preferred Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares Equity Securities of Key Employee Stock the Company that such Key Employee the Transferor may sell in the transaction Transfer shall be correspondingly reducedreduced proportionally. (bii) Each Investor may sell all or any part of that The total number of shares Equity Securities of the Company that each Selling Shareholder may elect to sell shall be equal to the product obtained by multiplying of (ia) the aggregate number of shares the ROFR Shares being transferred following the exercise or expiration of Key Employee Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees all rights of first refusal pursuant to Section 2.2 6.3 hereof, multiplied by (iib) a fraction, the numerator of which is the number of shares Ordinary Shares (assuming the exercise, conversion and exchange of Common Stock all Ordinary Shares Equivalents) owned by such Investor at Selling Shareholder on the time date of the Co-Sale ROFR Notice and the denominator of which is the total number of shares Ordinary Shares (assuming the exercise, conversion and exchange of Common Stock, in the aggregate, all Ordinary Shares Equivalents) owned by such Key Employee (excluding shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) Transferor and all Selling Shareholders on the Investors at the time date of the Co-Sale Notice. If not all of ROFR Notice (the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale ParticipantShares”). (iii) Each Selling Shareholder shall effect its participation in the Transfer sale by promptly delivering to such Key Employee the Transferor for transfer to the prospective purchaser Third Party Purchaser one or more executed instruments of transfer and share certificates, properly endorsed for transfer, which represent: (i) represent the type and number of shares Equity Securities of Common Stock the Company which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant Selling Shareholder elects to sell; provided, however, however that if the prospective purchaser Third Party Purchaser objects to the delivery of Preferred Stock Equity Securities in lieu of Common StockOrdinary Shares, such Co-Sale Participant Selling Shareholder shall only deliver Ordinary Shares (and therefore shall convert any such Preferred Stock Equity Securities into Common Stock Ordinary Shares) and deliver Common Stock as provided in Section 2.3(c)(i) abovecertificates and instruments of transfer corresponding to such Ordinary Shares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaserpurchaser and contingent on such transfer. (div) The stock share certificate or certificates that the Co-Sale Participant a Selling Shareholder delivers to such Key Employee the Transferor pursuant to Section 2.3(c6.4(iii) shall be transferred to the prospective purchaser Third Party Purchaser and the register of members of the Company updated in consummation of the sale of the Common Stock Equity Securities pursuant to the terms and conditions specified in the Co-Sale ROFR Notice, and the Key Employee Transferor shall concurrently therewith remit to such Co-Sale Participant Selling Shareholder that portion of the sale proceeds to which such Co-Sale Participant Selling Shareholder is entitled by reason of its participation in such sale. . (v) To the extent that any prospective purchaser or purchasers prohibit such assignment Third Party Purchaser prohibits the participation of a Selling Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant Selling Shareholder exercising its rights of co-sale rights hereunder, such Key Employee the Transferor shall not sell to such prospective purchaser or purchasers Third Party Purchaser any Key Employee Stock Equity Securities unless and until, simultaneously with such sale, such Key Employee the Transferor shall purchase from such Selling Shareholder such shares or other securities from that such CoSelling Shareholder would otherwise be entitled to sell to the Third Party Purchaser pursuant to its co-Sale Participant sale rights for the same consideration and on the same terms and conditions specified as the proposed transfer described in the Co-Sale ROFR Notice. (evi) Regardless of the foregoing, if the ROFR Shares are Preferred Shares, then a Selling Shareholder may only exercise its right of co-sale under this Section 6.4 and participate in such sale with shares of the same class and series as the class and series of the Offered Shares. (vii) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect Shareholders to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock Equity Securities by a Key Employee, shall again be subject Transferor pursuant to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 26.4 shall not adversely affect their rights to subsequently participate in sales of Equity Securities by such Shareholder.

Right of Co-Sale. (a) In the event the Company or its assignee(s) and the Investors fail to exercise its right their respective rights to purchase all of the Key Employee Stock Selling Stockholder Shares subject to Section 2.2 Sections 5.2 and 5.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.25.2 and 5.3, then the Key Employee Selling Stockholder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Key Employee Selling Stockholder with a copy to the Company within fifteen (15) 15 days after receipt of the Co-Sale Notice, to participate in such Transfer transfer of Key Employee Stock Selling Stockholder Shares on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b5.4(b) such Investor wishes to sell under his his, her or her its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Stock Selling Stockholder Shares that such Key Employee Selling Stockholder may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (ix) the aggregate number of shares of Key Employee Stock Selling Stockholder Shares covered by the Co-Sale Notice and not purchased by the Company or its assignees or Investors pursuant to Section 2.2 5.2 or 5.3 by (iiy) a fraction, fraction the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Co-Sale First Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Selling Stockholder (excluding shares purchased by the Company and/or its assignee(s) Investors pursuant to Section 2.25.2 or 5.3) and plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors at the time of the Co-Sale First Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer transfer pursuant to this Section 2 5 (a “Co-Sale Participant”) shall effect its participation in the Transfer transfer by promptly delivering to such Key Employee Selling Stockholder for transfer to the prospective purchaser transferee one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i5.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchasertransferee. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Selling Stockholder pursuant to Section 2.3(c5.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Selling Stockholder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Selling Stockholder shall not sell to such prospective purchaser or purchasers any Key Employee Stock Selling Stockholder Shares unless and until, simultaneously with such sale, such Key Employee Selling Stockholder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers transfers of Key Employee Stock Selling Stockholder Shares made by any Key Employee Selling Stockholder shall not adversely affect his its right to participate in subsequent Transfers transfers of Key Employee Stock Selling Stockholder Shares subject to this Section 25. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock Selling Stockholder Shares subject to the Co-Sale Notice, such Key Employee Selling Stockholder may, not later than sixty (60) 60 days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer transfer of such Key Employee Stock Selling Stockholder Shares covered by the Co-Sale Notice within thirty (30) 30 days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer transfer of any of the Key Employee Stock Selling Stockholder Shares by a Key EmployeeSelling Stockholder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee Selling Stockholder with the procedures described in this Section 25.

Right of Co-Sale. (a) In the event the Company or its assignee(s) and the Investors fail to exercise its right their respective rights to purchase all of the Key Employee Holder Stock subject to Section Sections 2.2 hereofand 2.3, following the exercise or expiration of the rights of purchase set forth in Section 2.2Sections 2.2 and 2.3, then the Key Employee Holder shall deliver to the Company and each Qualifying Investor written notice (the “Co-Sale Notice”) that each Qualifying Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Holder Stock (excluding, for the avoidance of doubt, shares of Key Holder Stock purchased by the Company and/or the Participating Investors pursuant to Section 2.2 or 2.3) on the same terms and conditions. Such notice shall indicate the number and type of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.4(b) such Qualifying Investor wishes to sell under his or her right to participate. To the extent one or more of the Qualifying Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reducedreduced based on their pro rata ownership. (b) Each Qualifying Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees or Qualifying Investors pursuant to Section 2.2 or 2.3 by (ii) a fraction, fraction the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Qualifying Investor at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Holder (excluding shares purchased by the Company and/or its assignee(s) Qualifying Investors pursuant to Section 2.22.2 or 2.3) and plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Qualifying Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Qualifying Investor that who elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) above2.4(c)(i). The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Holder pursuant to Section 2.3(c2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Holder shall not sell to such prospective purchaser or purchasers any Key Employee Holder Stock unless and until, simultaneously with such sale, such Key Employee Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Qualifying Investor hereunder to participate in one or more Transfers of Key Employee Holder Stock made by any Key Employee Holder shall not adversely affect his such Qualifying Investor’s right to participate in subsequent Transfers of Key Employee Holder Stock subject to this Section 2. (f) To the extent that the Qualifying Investors do not elect to participate in the sale of the Key Employee Holder Stock subject to the Co-Sale Notice, such Key Employee Holder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Holder Stock by a Key EmployeeHolder, shall again be subject to the first refusal and co-sale rights of the Company and/or Qualifying Investors and shall require compliance by a Key Employee Holder with the procedures described in this Section 2. (g) Any purchaser of shares of Key Holder Stock from a Key Holder (excluding the Company or any Investor) shall, as a condition to the acquisition of such shares, enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Key Holder hereunder, including this Section 2. Such Transferred Key Holder Stock shall remain “Key Holder Stock” hereunder, and such purchaser shall be treated as the “Key Holder” for purposes of this Agreement.

Right of Co-Sale. (a) In If the event Eligible Investors and the Company or its assignee(s) fail to exercise its right their rights to purchase all of the Key Employee Capital Stock subject pursuant to Section Sections 2.2 hereofand 2.3 above, then following the exercise or expiration of the rights of purchase set forth in Section 2.2Sections 2.2 and 2.3, then the Key Employee Selling Holder shall deliver to the Company and each Eligible Investor (for all purposes of this Section 2.5, other than Participating Investors) written notice (the “Co-Sale Notice”) that each such Eligible Investor shall have the right, exercisable upon written notice to such Key Employee Selling Holder with a copy to the Company within fifteen ten (1510) calendar days after receipt of the Co-Sale Notice, to participate in such proposed Transfer of Key Employee Capital Stock on the same terms and conditionsconditions as the Selling Holder. Such notice shall indicate the number of shares of Investor Capital Stock up to that number of shares determined under Section 2.3(b2.5(b) that such Eligible Investor wishes to sell under his or her such Eligible Investor’s right to participate. To the extent one or more of the such Eligible Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Capital Stock that such Key Employee Selling Holder may sell in the transaction shall be correspondingly reduced. (b) Each such Eligible Investor may sell all or any part of that number of shares of Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Capital Stock covered by the Co-Sale Notice and (which shall be the number of shares of Capital Stock set forth in the Transfer Notice not purchased by the Company pursuant to Section 2.3 above or its assignees by the Eligible Investors pursuant to Section 2.2 above) by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such Investor issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held at the time of the Co-Sale Notice proposed Transfer by such Eligible Investor and the denominator of which is the total number of shares of Common StockStock (assuming full conversion and/or exercise, in the aggregateas applicable, owned of all Preferred Stock and other Derivative Securities) held by such Key Employee (excluding shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) and the all Eligible Investors at the time of the Co-Sale Noticeproposed Transfer and the Selling Holder (provided that the Selling Holder is not an Eligible Investor). If not all of the such Eligible Investors elect to sell their share shares of Common Capital Stock proposed to be transferred Transferred within said fifteen such ten (1510) calendar day period, then the Key Employee Selling Holder shall promptly notify in writing the Eligible Investors who do so elect and shall offer such Eligible Investors the additional right to participate in the sale of such additional shares of Key Employee Capital Stock proposed to be transferred Transferred on the same percentage basis as set forth above in this Section 2.3(b2.5(b); provided, however, that the denominator described in clause (ii) of this Section 2.5(b) shall be the total number of shares of Common Stock (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities) held by all Eligible Investors electing to participate in the proposed Transfer pursuant to this Section 2.5 (each a “Co-Sale Participant”) and the Selling Holder (provided that the Selling Holder is not an Eligible Investor). The Investors Each Co-Sale Participant shall have five (5) calendar days after receipt of such notice to notify the Key Employee Selling Holder in writing, writing with a copy to the Company, Company of its election to sell all or a portion thereof of the unsubscribed shares. Each Co-Sale Participant shall be entitled to apportion the right of first refusal hereby granted it among itself and its general partners, limited partners, members and Affiliates in such proportions as it deems appropriate. (c) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) Participant shall effect its participation in the proposed Transfer by promptly delivering to such Key Employee the Selling Holder for transfer to the prospective purchaser one or more certificatescertificates (or, if such Co-Sale Participant alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), properly endorsed for transfer, which represent: (i) represent the type and number of shares of Common Capital Stock which that such Co-Sale Participant elects to sell; or (ii) . In the event that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock of the Company in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) aboveto the prospective purchaser. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates (or lost certificate affidavit and agreement) that the Co-Sale Participant delivers to such Key Employee Selling Holder pursuant to Section 2.3(c2.5(c) above shall be transferred to the prospective purchaser in consummation of the sale of the Common Capital Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Selling Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Selling Holder shall not sell to such prospective purchaser or purchasers any Key Employee Capital Stock unless and until, simultaneously with such sale, such Key Employee Selling Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Eligible Investor hereunder to participate in one or more Transfers of Key Employee Capital Stock made by any Key Employee Selling Holder shall not adversely affect his such Eligible Investor’s right to participate in subsequent Transfers of Key Employee Capital Stock subject to this Section 2. (f) To the extent that (i) the Eligible Investors and/or the Company fail to exercise their rights to purchase all of the Capital Stock pursuant to Sections 2.2 and 2.3 above and (ii) the Eligible Investors do not elect to participate in the sale of the Key Employee Capital Stock subject to the Co-Sale Notice, such Key Employee Selling Holder may, not later than sixty forty-five (6045) calendar days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Capital Stock covered by the Co-Sale Notice (and not otherwise reduced as a result of the application of the co-sale provisions herein) within thirty (30) calendar days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Capital Stock by a Key EmployeeSelling Holder, shall again be subject to the first refusal and co-sale rights of the Company and/or the Eligible Investors and shall require compliance by a Key Employee Selling Holder with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignee(s) assignees and the Investors fail to timely exercise its right their respective rights to purchase all of the Key Employee Holder Stock subject pursuant to Section 2.2 Sections 2.2, 2.3 and 2.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.5(b) that such Investor wishes may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by Foundation, USV, KPCB, the Company or its assignees or the Investors pursuant to Section 2.2 2.2, 2.3 or 2.4 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Holder (excluding shares purchased by Foundation, USV, KPCB, the Company and/or or its assignee(s) assignees and the Investors pursuant to Section Sections 2.2, 2.3 and 2.4) and plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share shares of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee Holder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Holder Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b2.5(b); provided, however, that any issued or issuable shares held by Investors who are not Co-Sale Participants shall not be included in the denominator of such fraction. The Investors shall have five (5) days after receipt of such notice to notify the Key Employee Holder in writing, writing with a copy to the Company, Company of its election to sell all or a portion thereof of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer pursuant to this Section 2 2.5 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.5(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Holder pursuant to Section 2.3(c2.5(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Holder shall not sell to such prospective purchaser or purchasers any Key Employee Holder Stock unless and until, simultaneously with such sale, such Key Employee Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Holder Stock made by any Key Employee Holder shall not adversely affect his right to participate in subsequent Transfers of Key Employee Holder Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Holder Stock subject to the Co-Sale Notice, such Key Employee Holder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Holder Stock by a Key EmployeeHolder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee Holder with the procedures described in this Section 2. (g) Each Key Holder and holder of Common Stock listed on Schedule I attached hereto (each, a “Seed Investor”) hereby agrees that, in the event that any Seed Investor who has previously been granted co-sale rights, wishes to exercise such rights, any such additional shares of Common Stock held by such Seed Investor will solely reduce the aggregate number of shares of Key Holder Stock that a Key Holder may sell after the participation of the Investors as set forth in this Section 2. For the avoidance of doubt, the number of shares of Common Stock issued or issuable upon the conversion or exercise of the Preferred Stock held by Co-Sale Participants shall not be reduced as a result of the inclusion of such Seed Investors in the Transfer.

Right of Co-Sale. (a) In the event the Company 3.1 If any Founder proposes to sell or its assignee(s) fail transfer to exercise its right to purchase all any person any shares of the Key Employee Founder’s Stock subject to Section 2.2 hereof, following the exercise in one or expiration of the rights of purchase set forth in Section 2.2more related transactions, then the Key Employee such Founder shall deliver to the Company and each Investor promptly give written notice (the “Co-Sale Notice”) to the Company and to each of the Investors at least twenty (20) days prior to the closing of such sale or transfer. The Co-Sale Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Founder’s Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the event that each the sale or transfer is being made pursuant to the provisions of Section 5 hereof, the Co-Sale Notice shall state under which subsection the sale or transfer is being made. 3.2 Each Investor shall have the right, exercisable upon written notice to such Key Employee with a copy to the Company Founder within fifteen twenty (1520) days after receipt the date of the Co-Sale Notice, to participate in such Transfer sale of Key Employee Founder’s Stock on the same terms and conditions. Such notice shall indicate conditions as the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participateFounder. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Founder’s Stock that such Key Employee the Founder may sell in the transaction shall be correspondingly reduced. (b) 3.3 Each Investor may sell all or any part of that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Founder’s Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, (A) the numerator of which is the number of shares of Common Stock owned by such the Investor at the time of the Co-Sale Notice sale or transfer and (B) the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock then held by such Key Employee (excluding shares purchased by all shareholders of the Company and/or its assignee(s) pursuant to Section 2.2) (assuming for the purpose of this provision the conversion of all outstanding Preferred Stock and other convertible securities and the Investors at the time exercise of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day periodoptions, then the Key Employee shall promptly notify in writing the Investors who do so elect warrants and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(bother exercisable securities outstanding and reserved for issuance). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) 3.4 Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) shall effect its participation in the Transfer sale by promptly delivering to such Key Employee the Founder for transfer to the prospective purchaser one (1) or more certificates, properly endorsed for transfer, which represent: (ia) the type and number of shares of Common Stock which such Co-Sale Participant Investor elects to sell; or (iib) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant Investor elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant Investor shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(isubsection 3.4(a) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) 3.5 The Investor shall comply with all reasonable requirements for transfer with which the Founder must comply, including, but not limited to, any representations and warranties as to title of the shares being transferred and any indemnities granted to the prospective purchaser. 3.6 The stock certificate or certificates that the Co-Sale Participant Investor delivers to such Key Employee the Founder pursuant to Section 2.3(c) 3.4 shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Founder shall concurrently therewith remit to such Co-Sale Participant Investor that portion of the sale proceeds to which such Co-Sale Participant Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant an Investor exercising its rights of co-sale hereunder, such Key Employee the Founder shall not sell to such prospective purchaser or purchasers any Key Employee Founder’s Stock unless and until, simultaneously with such sale, such Key Employee the Founder shall purchase such shares or other securities from such Co-Sale Participant Investor for the same consideration and on the same terms and conditions specified as the proposed transfer described in the Co-Sale NoticeNotice (which terms and conditions shall be no less favorable than those governing the sale to the purchaser by the Founder or Founders). (e) 3.7 The exercise or non-exercise of the rights of any Investor hereunder the Company and the Investors under Sections 2 and 3, as applicable, to purchase Offered Shares from a Major Employee Shareholder or to participate in one or more Transfers sales of Key Employee Founder’s Stock made by any Key Employee a Founder shall not adversely affect his right the Company or any Investor’s rights to participate in subsequent Transfers sales of Key Employee Stock subject to this Section 2stock. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event the Company or its assignee(s) and the Investors fail to exercise its right their respective rights to purchase all of the Key Employee Holder Stock subject to Section 2.2 Sections 4.3 and 4.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.24.3 and 4.4, then the Key Employee Holder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) 15 days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Holder Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b4.5(b) that such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees or Investors pursuant to Section 2.2 4.3 or 4.4 by (ii) a fraction, fraction the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Co-Sale First Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Holder (excluding shares purchased by the Company and/or its assignee(s) Investors pursuant to Section 2.24.3 or 4.4) and plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors at the time of the Co-Sale First Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer pursuant to this Section 2 4.6 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee pursuant to Section 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee shall not sell to such prospective purchaser or purchasers any Key Employee Stock unless and until, simultaneously with such sale, such Key Employee shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event that less than all Shares described in the Company or its assignee(s) fail to exercise its right to purchase all of the Key Employee Stock subject to Notice have been purchased in accordance with Section 2.2 hereofabove, following each Preferred Holder other than the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall Purchasing Participants will have the right, exercisable upon written notice to such Key Employee with a copy to the Company Selling Stockholder within fifteen ten (1510) days after the receipt of the Co-Sale NoticeNotice described in Section 2.2(d) above, to participate in such Transfer of Key Employee Stock co-sell Shares with the Selling Stockholder to the Third Party Purchaser, on the same terms and conditions. Such notice shall indicate conditions specified in the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participateNotice. To the extent that one or more of the Investors Preferred Holders other than the Purchasing Participants exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Stock Shares that such Key Employee the Selling Stockholder may sell in the transaction shall will be correspondingly reduced. (b) Each Investor Preferred Holder other than the Purchasing Participants may sell all or any part of that number of shares Shares held by him equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Stock Shares covered by the Co-Sale Notice and not purchased by the Company or its assignees pursuant to described in Section 2.2 2.2(d) above by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned Preferred Shares held by such Investor at the time of the Co-Sale Notice Preferred Holder and the denominator of which is the total number of shares of Common Stock, in the aggregate, Preferred Shares owned by such Key Employee (excluding shares purchased by all Preferred Holders other than the Company and/or its assignee(s) pursuant to Section 2.2) and the Investors Purchasing Participants at the time of the Co-Sale Notice. sale or transfer. (c) If not all of the Investors any Preferred Holder fails to elect to sell their share fully participate in such sale on a co-sale basis pursuant to this Section 2.3, the Selling Stockholder will give notice of Common Stock proposed such failure to the Preferred Holders who did so elect (the “Selling Participants”). Such notice may be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify made by telephone if confirmed in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b)within forty-eight (48) hours. The Investors shall Selling Participants will have five (5) days after receipt of from the date such notice was received to notify agree to sell their pro rata share of the Key Employee in writingunsold portion. For purposes of this Section 2.3(c), with a copy Selling Participant’s pro rata share will be equal to the Companyproduct obtained by multiplying (i) the aggregate number of Shares in the unsold portion covered by the notice by (ii) a fraction, the numerator of its election to sell which is the number of shares of Preferred Shares held by such Selling Participant and the denominator of which is the total number of Preferred Shares owned by all or a portion of the unsubscribed sharesSelling Participants. (cd) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) shall Selling Participant will effect its co-sale participation in the Transfer a sale by promptly delivering to such Key Employee the Selling Stockholder for transfer to the prospective purchaser Third Party Purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) represents that number of shares of Preferred Stock Shares which is at such time convertible into the number of shares of Common Stock which such Co-Sale Selling Participant elects to sell; provided, however, that if the prospective purchaser Third Party Purchaser objects to the delivery of Preferred Stock Shares in lieu of Common Stock, such Co-Sale Selling Participant shall will convert such Preferred Stock Shares into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) aboveStock. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaserThird Party Purchaser. (de) The stock certificate or certificates certificates, if any, that the Co-Sale a Selling Participant delivers to such Key Employee the Selling Stockholder pursuant to Section 2.3(c2.3(d) shall above will be transferred to the prospective purchaser Third Party Purchaser in consummation of the sale of the Common Stock Shares pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee shall Selling Stockholder will concurrently therewith remit to such Co-Sale Selling Participant that portion of the sale proceeds to which such Co-Sale Selling Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit Third Party Purchaser, prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Selling Participant exercising its rights of co-sale hereunder, such Key Employee shall the Selling Stockholder will not sell to such prospective purchaser or purchasers Third Party Purchaser any Key Employee Stock Shares unless and until, simultaneously with such sale, such Key Employee shall (1) the Selling Stockholder will purchase such shares or other securities from such Co-Sale Selling Participant or (2) the Third Party Purchaser agrees to purchase shares or other securities from a Selling Participant on the same terms and conditions specified in the Co-Sale Noticerequired by this Agreement. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In To the event extent the Company or its assignee(sMajor Shareholders do not exercise their respective rights of first refusal as to all of the Offered Shares proposed to be sold by any Ordinary Shareholder (but not by a Holder) fail pursuant to Section 2.2(b), each Major Shareholder that did not exercise its right of first refusal with respect to purchase all of the Key Employee Stock subject to Section 2.2 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor such Offered Shares shall have the right, exercisable upon written notice right to participate in such Key Employee with a copy to sale of Equity Securities on the Company same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within fifteen twenty (1520) days after receipt of the Co-Sale NoticeTransfer Notice referred to in Section 2.2(a) (such Major Shareholder, to participate in such Transfer of Key Employee Stock on the same terms and conditionsa “Selling Shareholder”). Such Selling Shareholder’s notice to the Transferor shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor Equity Securities the Selling Shareholder wishes to sell under his or her its right to participate. To the extent one or more of the Investors Major Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Stock Equity Securities that such Key Employee the Transferor may sell in the transaction Transfer shall be correspondingly reduced. (bi) Each Investor may sell all or any part of that The total number of shares Equity Securities that each Selling Shareholder may elect to sell shall be equal to the product obtained by multiplying of (i) the aggregate number of shares the Offered Shares being transferred following the exercise or expiration of Key Employee Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees all rights of first refusal pursuant to Section 2.2 hereof, multiplied by (ii) a fraction, the numerator of which is the number of shares Equity Securities (assuming the exercise, conversion and exchange of any Common Stock Shares Equivalents) owned by such Investor at Selling Shareholder on the time date of the Co-Sale Transfer Notice and the denominator of which is the total number of shares Equity Securities (assuming the exercise, conversion and exchange of any Common Stock, in the aggregate, Shares Equivalents) owned by such Key Employee (excluding shares purchased by all shareholders of the Company and/or its assignee(s) pursuant to Section 2.2) and on the Investors at the time date of the Co-Sale Transfer Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (cii) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) Selling Shareholder shall effect its participation in the Transfer sale by promptly delivering to such Key Employee the Transferor for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) represent the type and number of shares of Common Stock Equity Securities which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant Selling Shareholder elects to sell; provided, however, however that if the prospective third party purchaser objects to the delivery of Preferred Stock Equity Securities in lieu of Common StockShares, such Co-Sale Participant Selling Shareholder shall only deliver Common Shares (and therefore shall convert any such Preferred Stock Equity Securities into Common Stock Shares) and deliver certificates corresponding to such Common Stock as provided in Section 2.3(c)(i) aboveShares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaserpurchaser and contingent on such transfer. (diii) The stock share certificate or certificates that the Co-Sale Participant a Selling Shareholder delivers to such Key Employee the Transferor pursuant to this Section 2.3(c2.3(a)(iii) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock Equity Securities pursuant to the terms and conditions specified in the Co-Sale Transfer Notice, and the Key Employee Transferor shall concurrently therewith remit to such Co-Sale Participant Selling Shareholder that portion of the sale proceeds to which such Co-Sale Participant Selling Shareholder is entitled by reason of its participation in such sale. . (iv) To the extent that any prospective purchaser or purchasers prohibit such assignment prohibits the participation of a Selling Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant Selling Shareholder exercising its rights of co-sale rights hereunder, such Key Employee the Transferor shall not sell to such prospective purchaser or purchasers any Key Employee Stock Equity Securities unless and until, simultaneously with such sale, such Key Employee the Transferor shall purchase from such Selling Holder such shares or other securities from that such CoSelling Holder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-Sale Participant sale rights for the same consideration and on the same terms and conditions specified in as the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those proposed transfer described in the Co-Sale Transfer Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In To the event extent the Company or its assignee(s) fail applicable Holders do not exercise their respective right of first refusal as to all of the Offered Shares pursuant to Section 2.2(c), each Holder that did not exercise its right of first refusal as to purchase all any of the Key Employee Stock subject Offered Shares pursuant to Section 2.2 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”2.2(c) that each Investor shall have the right, exercisable upon written notice right to participate in such Key Employee with a copy to sale of Equity Securities on the Company same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within fifteen (15) days after receipt of the Co-Sale NoticeHolder Transfer Notice referred to in Section 2.2(b) (each such Holder, a “Selling Holder”).1 (i) Such Selling Holder’s notice to participate in such Transfer of Key Employee Stock on the same terms and conditions. Such notice Transferor shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor Equity Securities the Selling Holder wishes to sell under his or her its right to participate. . (ii) To the extent one or more of the Investors exercise Holders exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Stock Equity Securities that such Key Employee the Transferor may sell in the transaction Transfer shall be correspondingly reduced. (b) Each Investor Selling Holder may elect to sell all or any part of that such number of shares equal Equity Securities that in the aggregate equals the total number of Offered Shares being transferred following the exercise or expiration of all rights of first refusal pursuant to Sections 2.2(b) and 2.2(c) hereof on a pro rata basis. Each Selling Holder may elect to sell such number of Equity Securities that equals the product obtained by multiplying of (i) the aggregate number of shares the Offered Shares being transferred following the exercise or expiration of Key Employee Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees all rights of first refusal pursuant to Section 2.2 Sections 2.2(b) and 2.2(c) hereof multiplied by (ii) a fraction, the numerator of which is the number of shares Ordinary Shares (on an as-if-converted basis which includes the number of Common Stock Ordinary Shares that would be issuable upon the exercise, conversion or exchange of Ordinary Share Equivalents) owned by such Investor at the time Selling Holder on the date of the Co-Sale Transfer Notice and the denominator of which is the total number of shares Ordinary Shares (on an as-if-converted basis which includes the number of Common StockOrdinary Shares that would be issuable upon the exercise, in the aggregate, conversion or exchange of Ordinary Share Equivalents) owned by such Key Employee (excluding shares purchased by all Selling Holders on the Company and/or its assignee(s) pursuant to Section 2.2) and the Investors at the time date of the Co-Sale Transfer Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that elects If any Selling Holder fails to participate in the Transfer exercise such co-sale option pursuant to this Section 2 2.3, the Transferor shall give notice of such failure (a the “Co-Sale ParticipantRe-allotment Notice”) to each other Selling Holders that elected to sell its entire pro rata share of the Offered Shares (the “Co-Sale Selling Holders”). Such Co-Sale Re-allotment Notice may be made by telephone if confirmed in writing within two (2) days. The Co-Sale Selling Holders shall have a right of re-allotment such that they shall have ten (10) days from the date such Co-Sale Re-allotment 1 Note to Han Kun: Please see definition of “Holder Transfer Notice”. Given this definition, no changes required to the 15 day period concept because the ROFR and Tag time periods are consistent. Notice was given to elect to increase the number of Equity Securities they agreed to sell under Section 2.3(b) to include their respective pro rata share of the Equity Securities to be sold contained in any Co-Sale Re-allotment Notice. (d) Each Selling Holder shall effect its participation in the Transfer sale by promptly delivering to such Key Employee the Transferor for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) represent the type and number of shares of Common Stock Equity Securities which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant Selling Holder elects to sell; provided, however, however that if the prospective third-party purchaser objects to the delivery of Preferred Stock any Ordinary Share Equivalents in lieu of Common StockOrdinary Shares, such Co-Sale Participant Selling Holder shall only deliver Ordinary Shares (and therefore shall convert any such Preferred Stock Ordinary Share Equivalents into Common Stock Ordinary Shares) and deliver Common Stock as provided in Section 2.3(c)(i) abovecertificates corresponding to such Ordinary Shares. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaserpurchaser and contingent on such transfer. (de) The stock share certificate or certificates that the Co-Sale Participant a Selling Holder delivers to such Key Employee the Transferor pursuant to Section 2.3(c2.3(d) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock Equity Securities pursuant to the terms and conditions specified in the Co-Sale Transfer Notice, and the Key Employee Transferor shall concurrently therewith remit to such Co-Sale Participant Selling Holder that portion of the sale proceeds to which such Co-Sale Participant Selling Holder is entitled by reason of its participation in such sale. . (f) To the extent that any prospective purchaser or purchasers prohibit such assignment prohibits the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant Selling Holder exercising its rights of co-sale rights hereunder, such Key Employee the Transferor shall not sell to such prospective purchaser or purchasers any Key Employee Stock Equity Securities unless and until, simultaneously with such sale, such Key Employee the Transferor shall purchase from such Selling Holder such shares or other securities from that such CoSelling Holder would otherwise be entitled to sell to the prospective purchaser pursuant to its co-Sale Participant sale rights for the same consideration and on the same terms and conditions specified in as the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those proposed transfer described in the Co-Sale Transfer Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event the Company No Initial Common Shareholder or its assignee(s) fail to exercise its right to purchase all group of Initial Common Shareholders who, individually or as a group, owns in excess of 7.5% of the Key Employee fully-diluted Common Stock subject to Section 2.2 hereof, following the exercise or expiration shall effect any Disposition of more then 5% of the rights fully-diluted Common Stock owned by such Initial Common Shareholder or group of purchase set forth in Section 2.2Initial Common Shareholders within any 12-month period unless it or they, then as the Key Employee case may be, shall deliver to notify Investor and the Company Xxxxxx of such proposed Disposition (which notice shall describe the terms and each Investor written notice conditions of such Disposition and shall specify the date (the “Co-Sale NoticeElection Deadline”) that each by which an election to participate therein shall be made) and shall agree to permit Investor shall have the right, exercisable upon written notice to such Key Employee with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer Disposition up to an “Equivalent Amount” (as hereinafter defined) of Key Employee Common Stock. Investor and the Xxxxxx shall have not less than 20 days following notification of such Disposition to elect to effect a Disposition of up to the Equivalent Amount of its and their Common Stock on the same and all Dispositions so elected to be made pursuant to this Section 4 shall be made upon identical terms and conditionsshall be made simultaneously. Such notice For purposes of this Section 4, the term “Equivalent Amount” shall indicate be deemed to be an amount determined by multiplying the number of Shares to be acquired by a transferee by a fraction: (i) the numerator of which is equal to the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Stock that such Key Employee may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Stock covered by the Cofully-Sale Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, the numerator of which is the number of shares of diluted Common Stock owned by such Investor at or the time Xxxxxx, as applicable (or would be owned upon conversion of the Co-Sale Notice Series B Stock); and (ii) the denominator of which is equal to the total number of shares of fully-diluted Common Stock, in the aggregate, owned Stock held by such Key Employee (excluding shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) and the Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share shareholders of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion the Xxxxxx and Investor. The rights and obligations of the unsubscribed shares. (c) Each Investor that elects to participate in the Transfer pursuant to parties under this Section 2 (a “Co-Sale Participant”) 4 shall effect its participation in the Transfer by promptly delivering to such Key Employee for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent terminate upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee pursuant to Section 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee shall not sell to such prospective purchaser or purchasers any Key Employee Stock unless and until, simultaneously with such sale, such Key Employee shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale NoticeQualified Public Offering. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In If the event right of first refusal in Section 46 of the Company’s Bylaws is not exercised in full by the Company or its assignee(s) fail to exercise its right to purchase all assignees (including, without limitation, by the Investors in accordance with the terms of Section 3.8 of the Key Employee Stock subject to Section 2.2 hereofInvestor Rights Agreement, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee shall deliver to by and among the Company and each Investor written notice (the “Co-Sale Notice”) that Investors, of even date herewith, as amended from time to time), then each Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) 15 days after receipt the expiration of the Co-Sale Noticeperiod during which the Company or its assignees can elect whether to exercise their respective rights of first refusal, to participate in such Transfer of Key Employee Holder Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.4(b) such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reduced. (b) . Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, fraction the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Co-Sale Notice Transfer and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Holder (excluding shares and not purchased by the Company and/or its assignee(sor the Investors) pursuant plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to Section 2.2) and the acquire shares of Common Stock held by all Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) : the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) or that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) . The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Holder pursuant to Section 2.3(c2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Holder shall not sell to such prospective purchaser or purchasers any Key Employee Holder Stock unless and until, simultaneously with such sale, such Key Employee Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) . The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Holder Stock made by any Key Employee Holder shall not adversely affect his right to participate in subsequent Transfers of Key Employee Holder Stock subject to this Section 2. (f) . To the extent that the Investors do not elect to participate in the sale of the Key Employee Holder Stock subject to the Co-Sale Notice, such Key Employee Holder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Holder Stock by a Key EmployeeHolder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee Holder with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event that a Management Shareholder holding shares of Common Stock desires to accept such a bona fide third-party offer for the Company sale of any or all of the Target Shares owned by such Management Shareholder, then Investor, in lieu of exercising its assignee(s) fail Right of First Refusal set forth in Section 4, may elect to exercise its right to purchase all of the Key Employee Stock subject to Section 2.2 hereof, following the exercise or expiration of the rights of purchase co-sale as set forth in Section 2.2, then the Key Employee shall deliver to the Company and each Investor written notice below (the “Right of Co-Sale NoticeSale”) that each Investor shall have the right, exercisable upon written notice to such Key Employee with for a copy to the Company within fifteen period of twenty (1520) days after receipt from the date of the Co-Sale Disposition Notice, to participate in such Transfer of Key Employee Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participate. To the extent one or more Investor exercises such Right of the Investors exercise such right of participation Co-Sale in accordance with the terms and conditions set forth below, the number of shares of Key Employee Common Stock that such Key Employee the Transferring Management Shareholder may sell in the transaction shall will be correspondingly reduced.. The Right of Co-Sale of Investor will be subject to the following terms and conditions: (ba) Each Investor may sell all or any part of that number of shares of Common Stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Common Stock covered by the Co-Sale Disposition Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, the numerator of which is the sum of all shares of Common Stock held by Investor plus that number of shares of Common Stock owned that are issuable upon conversion or exercise of all outstanding Equity Securities then held by such Investor at the time of the Co-Sale Notice Investor, and the denominator of which is the total number of shares of Common Stock, in Stock issued and outstanding plus the aggregate, owned by such Key Employee (excluding total number of shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) and the Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen issuable upon conversion or exercise of all outstanding Equity Securities as of such date. (15b) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate Investor may effect its individual participation in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy by delivering to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Transferring Management Shareholder for transfer to the prospective purchaser Offeror one or more certificates, properly endorsed for transfer, which representrepresent either one or any combination of the following: (i) the type and number of shares of Common Stock which such Co-Sale Participant that it elects to sellsell pursuant to this Section 5.2; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects Equity Securities that it has elected to sellsell pursuant to this Section 5.2; provided, however, that if the prospective purchaser Offeror objects to the delivery of Preferred Stock Equity Securities in lieu of Common Stock, such Co-Sale Participant the Investor shall convert or exercise such Preferred Stock into Common Stock Equity Securities and deliver Common Stock as provided in Section 2.3(c)(iclause (i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee pursuant to Section 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee shall not sell to such prospective purchaser or purchasers any Key Employee Stock unless and until, simultaneously with such sale, such Key Employee shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event the Company or its assignee(s) and the Qualified Investors fail to exercise its right their respective rights to purchase all of the Key Employee Investor Stock subject to Section Sections 2.2 and 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.22.2 and 2.3, then the Key Employee Selling Investor shall deliver to the Company and each Qualified Investor written notice (the “Co-Sale Notice”) that each Qualified Investor shall have the right, exercisable upon written notice to such Key Employee Selling Investor with a copy to the Company within fifteen (15) 15 days after receipt of the Co-Sale NoticeNotice (the “Co-Sale Period”), to participate in such Transfer of Key Employee Investor Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.4(b) such Qualified Investor wishes to sell under his or her right to participate. To the extent one or more of the Qualified Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Investor Stock that such Key Employee Qualified Investor may sell in the transaction shall be correspondingly reduced. (b) Each Qualified Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Investor Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees Qualified Investors pursuant to Section 2.2 or 2.3 by (ii) a fraction, fraction the numerator of which is the number of shares of Common Stock owned held by such Qualified Investor at the time of the Co-Sale First Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee all Qualified Investors (excluding shares purchased by the Company and/or its assignee(s) Qualified Investors pursuant to Section 2.2) and the Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b2.2 or 2.3). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Qualified Investor that who elects to participate in the Transfer pursuant to this Section 2 2.4 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee pursuant to Section 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee shall not sell to such prospective purchaser or purchasers any Key Employee Stock unless and until, simultaneously with such sale, such Key Employee shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.by

Right of Co-Sale. (a) In the event that Xxx Xxxxxxxxxx or Xxx Xxxxxxxxxx (each, a “Founder”) proposes to transfer more than ten percent (10%) of the shares of capital stock of the Company or its assignee(s) fail to exercise its right to purchase all of the Key Employee Stock subject to Section 2.2 hereofthen held by such Founder (such Founder, following the exercise or expiration of the rights of purchase set forth in Section 2.2a “Transferring Founder”), then the Key Employee Transferring Founder shall promptly deliver simultaneously to the Company and each other Common Holder and Investor prior to the closing of the proposed Transfer a written notice (the “Co-Sale Notice”) that each ), which Co-Sale Notice shall set forth the same information required to be included in the First Refusal Notice described in Section 4. Each Common Holder and Investor shall have the right, exercisable upon written notice to such Key Employee the Transferring Founder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Stock shares of capital stock on the same terms and conditionsconditions as is specified in the Co-Sale Notice. Such notice delivered by the Common Holder or Investor shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) capital stock such Common Holder or Investor wishes to sell under his or her its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Stock Shares that such Key Employee the Transferring Founder may sell in the transaction shall be correspondingly reduced. (b) Each Common Holder and Investor may sell all or any part of that number of shares equal to the product obtained by multiplying multiplying: (i) the aggregate number of shares of Key Employee Stock capital stock covered by the Co-Sale Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such Common Holder-or Investor at the time of the Co-Sale Notice assuming the conversion of all Preferred Stock and the denominator of which is the total number of shares of Common Stock, in the aggregate, Stock owned by such Key Employee (excluding shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) Common Holder and the Investors at the time of the Co-Sale Notice. If not Notice assuming the conversion of all Preferred Stock plus the number of the Investors elect to sell their share shares of Common Stock proposed to be transferred within said fifteen (15) day period, then held by the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed sharesTransferring Founder. (c) Each Common Holder and Investor that who elects to participate in the Transfer pursuant to this Section 2 4.3 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee the Transferring Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, howeverthat unless approved by the Board of Directors of the Company, the proposed transferee will not be assigned any rights under the Company’s Investors’ Rights Agreement; and provided, further, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i4.3(c)(i) above. The Company agrees to make any such conversion or exchange concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee the Transferring Founder pursuant to Section 2.3(c5.1(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Transferring Founder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee the Transferring Founder shall not sell to such prospective purchaser or purchasers any Key Employee Stock shares unless and until, simultaneously with such sale, such Key Employee the Transferring Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Common Holder and Investor hereunder to participate in one or more Transfers of Key Employee Stock Shares made by any Key Employee Transferring Founder shall not adversely affect his such Investor’s right to participate in subsequent Transfers of Key Employee Stock Shares subject to this Section 24. (f) To the extent that the Common Holders and Investors do not elect to participate in the sale of the Key Employee Stock shares subject to the Co-Sale Notice, such Key Employee the Transferring Founder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock shares covered by the Co-Sale Notice within thirty (30) days of such agreement on upon the same terms and conditions not materially more favorable to (including the transferor than purchase price) as those described in the Co-Sale Notice. Any proposed Transfer on different terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock shares by a Key Employeethe Transferring Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Common Holders and Investors and shall require compliance by a Key Employee the Transferring Founder with the procedures described in this Section 24.3.

Right of Co-Sale. (a) In If a Selling Common Holder (other than Myogen, Inc. or its transferees), together with any affiliate, holds more than one percent (1%) of the event outstanding Common Stock of the Company or its assignee(s(on a fully diluted as-converted basis) (a “Major Selling Common Holder”), and the Company and the Investors fail to exercise its right their respective rights to purchase all of the Key Employee Common Holder Stock subject to Section Sections 2.2 and 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.22.2 and 2.3, then the Key Employee Major Selling Common Holder shall deliver to the Company Company, each Investor, University License Equity Holdings, Inc. (“ULEHI”) and each Investor CPEC, LLC written notice (the “Co-Sale Notice”) that each Investor Investor, ULEHI and CPEC, LLC shall have the right, exercisable upon written notice to such Key Employee Major Selling Common Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Common Holder Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock (or Common Stock in the case of ULEHI and CPEC, LLC) up to that number of shares determined under Section 2.3(b2.4(b) such Investor Investor, ULEHI or CPEC, LLC wishes to sell under his or her right to participate. To the extent one or more of the Investors Investors, ULEHI or CPEC, LLC exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Common Holder Stock that such Key Employee Major Selling Common Holder may sell in the transaction shall be correspondingly reduced. (b) Each Investor Investor, ULEHI and CPEC, LLC may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Common Holder Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees or Investors pursuant to Section Sections 2.2 or 2.3 by (ii) a fraction, fraction the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor (or Common Stock held by ULEHI and CPEC, LLC) at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Major Selling Common Holder (excluding shares purchased by the Company and/or its assignee(s) Investors pursuant to Section 2.2Sections 2.2 or 2.3) plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors and the Investors Common Stock held by ULEHI and CPEC, LLC at the time of the Co-Sale Notice. If not all of the Investors Investors, ULEHI and CPEC, LLC elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee Major Selling Common Holder shall promptly notify in writing the Investors who do so elect (and ULEHI and CPEC, LLC if they elect) and shall offer such Investors (and ULEHI and CPEC, LLC if they elect) the additional right to participate in the sale of such additional shares of Key Employee Common Holder Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b2.4(b). The Investors Investors, ULEHI and CPEC, LLC shall have five (5) days after receipt of such notice to notify the Key Employee Major Selling Common Holder in writing, writing with a copy to the Company, Company of its election to sell all or a portion thereof of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer pursuant to this Section 2 2.4 (and ULEHI and CPEC, LLC if they elect to participate in the Transfer pursuant to this Section 2.4) (each, a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Major Selling Common Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Major Selling Common Holder pursuant to Section 2.3(c2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Major Selling Common Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Major Selling Common Holder shall not sell to such prospective purchaser or purchasers any Key Employee Common Holder Stock unless and until, simultaneously with such sale, such Key Employee Major Selling Common Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor Investor, ULEHI or CPEC, LLC hereunder to participate in one or more Transfers of Key Employee Common Holder Stock made by any Key Employee Major Selling Common Holder shall not adversely affect his right to participate in subsequent Transfers of Key Employee Common Holder Stock subject to this Section 2. (f) To the extent that the Investors Investors, ULEHI and CPEC, LLC do not elect to participate in the sale of the Key Employee Common Holder Stock subject to the Co-Sale Notice, such Key Employee Major Selling Common Holder may, not later than sixty one hundred twenty (60120) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Common Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Common Holder Stock by a Key EmployeeMajor Selling Common Holder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee Common Holder with the procedures described in this Section 2. (g) Notwithstanding anything to the contrary contained herein, the Common Holder Stock held by Myogen, Inc. (or its transferees) shall not be subject to the co-sale rights of the Investors, ULEHI and CPEC, LLC set forth in this Section 2.4.

Right of Co-Sale. (a) In the event the Company or its assignee(s) fail to and/or the Investors do not exercise its right their respective rights to purchase all all, but not less than all, of the Key Employee Founder Stock or Principal Shareholder Stock subject to Section Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2Sections 2.2 and 2.3, then the Key Employee Founder or Principal Shareholder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Key Employee with a copy to the Company Founder or Principal Shareholder within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Common Stock on the same terms and conditionsconditions as such Founder or Principal Shareholder. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b) such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Founder Stock or Principal Shareholder Stock that such Key Employee Founder or Principal Shareholder may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Founder Stock or Principal Shareholder Stock covered by the Co-Sale Notice and not purchased by the Company or its assignees pursuant to Section 2.2 by (ii) a fraction, fraction the numerator of which is the number of shares of Common Investor Stock owned by such Investor at the time of the Co-Sale Notice Transfer and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned by such Key Employee (excluding shares purchased by the Company and/or its assignee(s) pursuant to Section 2.2) and the Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b). The Investors shall have five (5) days after receipt of such notice to notify the Key Employee in writing, with a copy to the Company, of its election to sell all or a portion of the unsubscribed shares. (c) Each Investor that elects to participate in the Transfer pursuant to this Section 2 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee pursuant to Section 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee shall not sell to such prospective purchaser or purchasers any Key Employee Stock unless and until, simultaneously with such sale, such Key Employee shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Stock made by any Key Employee shall not adversely affect his right to participate in subsequent Transfers of Key Employee Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Stock subject to the Co-Sale Notice, such Key Employee may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Stock by a Key Employee, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event the Major Investors and the Company or its assignee(s) fail to exercise its right their respective rights to purchase all of the Key Employee Holder Stock subject to Section Sections 2.2 and 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.22.3, then the Key Employee Holder shall first deliver to the Company and each Major Investor written notice (the “Co-Sale Notice”) that each Major Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Holder Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.4(b) such Major Investor wishes to sell under his or her right to participate. To the extent one or more of the Major Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reduced. (b) Each Major Investor may shall have the right to sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by the Major Investors or the Company or its assignees pursuant to Section Sections 2.2 or 2.3 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned (or deemed to be owned upon conversion of the Preferred) by such Major Investor at the time of the Co-Sale Notice Transfer and the denominator of which is the total number of shares of Common Stock, in Stock owned (or deemed to be owned upon conversion of the aggregate, owned Preferred) by such Key Employee Holder (excluding shares purchased by the Major Investors or the Company and/or its assignee(s) pursuant to Section 2.2Sections 2.2 or 2.3) and the Major Investors at the time of the Co-Sale NoticeTransfer. If not all of the Major Investors elect to sell their share shares of Common Stock capital stock proposed to be transferred within said fifteen (15) day period, then the Key Employee Holder shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the additional right to participate in the sale of such additional shares of Key Employee Holder Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(bsubsection 2.4(b). The Major Investors shall have five (5) days after receipt of such notice to notify the Key Employee Holder in writing, writing with a copy to the Company, Company of its their respective election to sell all or a portion thereof of the unsubscribed shares. (c) Each Major Investor that who elects to participate in the Transfer pursuant to this Section 2 2.4 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder, for transfer to the prospective purchaser purchaser, one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of the Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of the Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.4(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Holder pursuant to Section 2.3(c2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Holder shall not sell to such prospective purchaser or purchasers any Key Employee Holder Stock unless and until, simultaneously with such sale, such Key Employee Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor the Major Investors hereunder to participate in one or more Transfers of Key Employee Holder Stock made by any such Key Employee Holder shall not adversely affect his right their rights to participate in subsequent Transfers of Key Employee Holder Stock subject to this Section 2. (f) To the extent that the Major Investors do not elect to participate in the sale of the Key Employee Holder Stock subject to the Co-Sale Notice, such Key Employee Holder may, not later than sixty ninety (6090) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Holder Stock by a Key EmployeeHolder, shall again be subject to the first refusal and co-sale rights of the Major Investors and/or the Company and/or Investors and shall require compliance by a Key Employee Holder with the procedures described in this Section 2.

Right of Co-Sale. (a) In the event Foundation, the Company or its assignee(s) and the Investors fail to timely exercise its right their respective rights to purchase all of the Key Employee Holder Stock subject to Section 2.2 Sections 2.2, 2.3 and 2.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee Holder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.5(b) that such Investor wishes may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by Foundation, the Company or its assignees or the Investors pursuant to Section 2.2 2.2, 2.3 or 2.4 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Holder (excluding shares purchased by Foundation, the Company and/or its assignee(s) the Investors pursuant to Section Sections 2.2, 2.3 and 2.4) and plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share shares of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee Holder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Holder Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b2.5(b); provided, however, that any issued or issuable shares held by Investors who are not Co-Sale Participants shall not be included in the denominator of such fraction. The Investors shall have five (5) days after receipt of such notice to notify the Key Employee Holder in writing, writing with a copy to the Company, Company of its election to sell all or a portion thereof of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer pursuant to this Section 2 2.5 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.5(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Holder pursuant to Section 2.3(c2.5(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Holder shall not sell to such prospective purchaser or purchasers any Key Employee Holder Stock unless and until, simultaneously with such sale, such Key Employee Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Holder Stock made by any Key Employee Holder shall not adversely affect his right to participate in subsequent Transfers of Key Employee Holder Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Holder Stock subject to the Co-Sale Notice, such Key Employee Holder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Holder Stock by a Key EmployeeHolder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee Holder with the procedures described in this Section 2. (g) The Key Holder hereby agrees that, in the event that any of the holders of Common Stock listed on Schedule I attached hereto (each, a “Seed Investor) who have previously been granted co-sale rights, wishes to exercise such right, any such additional shares of Common Stock held by such Seed Investors will solely reduce the aggregate number of shares of Key Holder Stock that the Key Holder may sell after the participation of the Investors as set forth in this Section 2. For the avoidance of doubt, the number of shares of Common Stock issued or issuable upon the conversion or exercise of the Preferred Stock held by Co-Sale Participants shall not be reduced as a result of the inclusion of such Seed Investors in the Transfer.

Right of Co-Sale. (a) In the event Foundation, USV, the Company or its assignee(s) and the Investors fail to timely exercise its right their respective rights to purchase all of the Key Employee Holder Stock subject pursuant to Section 2.2 Sections 2.2, 2.3 and 2.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, then the Key Employee Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Employee Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Employee Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 2.3(b2.5(b) that such Investor wishes may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Employee Holder Stock that such Key Employee Holder may sell in the transaction shall be correspondingly reduced. (b) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Key Employee Holder Stock covered by the Co-Sale Notice and not purchased by Foundation, USV, the Company or its assignees or the Investors pursuant to Section 2.2 2.2, 2.3 or 2.4 by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by such Investor at the time of the Co-Sale Notice and the denominator of which is the total number of shares of Common Stock, in the aggregate, owned Stock held by such Key Employee Holder (excluding shares purchased by Foundation, USV, the Company and/or its assignee(s) the Investors pursuant to Section Sections 2.2, 2.3 and 2.4) and plus the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Investors at the time of the Co-Sale Notice. If not all of the Investors elect to sell their share shares of Common Stock proposed to be transferred within said fifteen (15) day period, then the Key Employee Holder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Key Employee Holder Stock proposed to be transferred on the same percentage basis as set forth above in this Section 2.3(b2.5(b); provided, however, that any issued or issuable shares held by Investors who are not Co-Sale Participants shall not be included in the denominator of such fraction. The Investors shall have five (5) days after receipt of such notice to notify the Key Employee Holder in writing, writing with a copy to the Company, Company of its election to sell all or a portion thereof of the unsubscribed shares. (c) Each Investor that who elects to participate in the Transfer pursuant to this Section 2 2.5 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to such Key Employee Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.3(c)(i2.5(c)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. (d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key Employee Holder pursuant to Section 2.3(c2.5(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and the Key Employee Holder shall 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 participation in such sale. To the extent that any prospective purchaser or purchasers prohibit prohibits such assignment or otherwise refuse refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Key Employee Holder shall not sell to such prospective purchaser or purchasers any Key Employee Holder Stock unless and until, simultaneously with such sale, such Key Employee Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one or more Transfers of Key Employee Holder Stock made by any Key Employee Holder shall not adversely affect his right to participate in subsequent Transfers of Key Employee Holder Stock subject to this Section 2. (f) To the extent that the Investors do not elect to participate in the sale of the Key Employee Holder Stock subject to the Co-Sale Notice, such Key Employee Holder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Key Employee Holder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Employee Holder Stock by a Key EmployeeHolder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by a Key Employee Holder with the procedures described in this Section 2. (g) Each Key Holder and holder of Common Stock listed on Schedule I attached hereto (each, a “Seed Investor”) hereby agrees that, in the event that any Seed Investor who has previously been granted co-sale rights, wishes to exercise such rights, any such additional shares of Common Stock held by such Seed Investor will solely reduce the aggregate number of shares of Key Holder Stock that a Key Holder may sell after the participation of the Investors as set forth in this Section 2. For the avoidance of doubt, the number of shares of Common Stock issued or issuable upon the conversion or exercise of the Preferred Stock held by Co-Sale Participants shall not be reduced as a result of the inclusion of such Seed Investors in the Transfer.