Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (20) days after Delivery of the Transfer Notice referred to in subsection 2.1(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a1) To the extent the Company and the Holders do If any Transfer Stock subject to a Proposed Transfer is not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares purchased pursuant to Section 2.12(a) above and thereafter is to be sold to a Prospective Transferee, then each Major Investor may exercise a Right of Co-Sale by delivering to the selling Affected Holder written notice to that effect within the Investor Notice Period. (a “Selling Holder” for purposes 2) Each Major Investor who timely exercises his, her or its Right of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (20) days after Delivery of the Transfer Notice referred to in subsection 2.1(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified Co-Sale may include in the Proposed Transfer Notice. Such Selling Holder’s notice up to the Selling Stockholder shall indicate that number of shares of Capital Stock equal to the number of shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal Stock subject to the product obtained Proposed Transfer multiplied by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Capital Stock owned by the Selling Holder on the date such Major Investor immediately before consummation of the Proposed Transfer Notice and the denominator of which is the total number of Equity Securities owned shares of Capital Stock owned, in the aggregate, by all participating Major Investors immediately prior to the consummation of the Proposed Transfer plus the number of shares of Capital Stock held by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Noticeselling Affected Holder. (c3) Each Selling Holder participating Major Investor shall effect its participation in the sale Proposed Transfer by promptly delivering to the Selling Stockholder for transfer to transferring Affected Holder, no later than 15 business days after such Major Investor’s exercise of the prospective purchaser Right of Co-Sale, one or more stock certificates, properly endorsed for transfertransfer to the Prospective Transferee (or an instruction letter and other documentation as may be reasonably requested by the transfer agent if such Capital Stock is in book-entry form), which represent: representing no less than (i) the type and number of shares of capital stock of the Company Common Stock that such Selling Holder Major Investor elects to sellinclude in the Proposed Transfer; or or (ii) that the number of shares of capital stock of the Company Preferred Stock that are is at such time convertible into the number of shares of Common Stock that such Selling Holder Major Investor elects to sellinclude in the Proposed Transfer; provided, however, that if the prospective third-party purchaser Prospective Transferee objects to the delivery of shares of capital stock of the Company convertible Preferred Stock in lieu of Common Stock, such Selling Holder Major Investor shall first convert such shares of capital stock of the Company Preferred Stock into Common Stock and deliver Common Stock as provided in this Section 2.2above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser and contingent on such transferProspective Transferee. (d4) The terms and conditions of any sale pursuant to this Section 2(b) will be memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction (including without limitation appropriate representations or warranties of the Investors (and any related indemnification obligations) and any post-closing escrow that is established that applies pro rata to the Affected Holder and Major Investors participating in such sale). (5) Each stock certificate or certificates that the Selling Holder book-entry notation a Major Investor delivers to the Selling Stockholder selling Affected Holder pursuant to subsection 2.2(csubparagraph (3) shall above will be transferred to the prospective purchaser Prospective Transferee against payment therefor in consummation of the sale of the Equity Securities Transfer Stock pursuant to the terms and conditions specified in the Transfer NoticeNotice and the purchase and sale agreement, and the Selling Stockholder selling Affected Holder shall concurrently therewith remit to such Selling Holder that each participating Major Investor the portion of the sale proceeds to which such Selling Holder Major Investor is entitled by reason of its participation in such sale. To the extent that If any prospective purchaser or purchasers prohibits such assignment or otherwise Prospective Transferee refuses to purchase shares or other securities subject to the Right of Co-Sale from a Selling Holder any Major Investor exercising its rights Right of coCo-sale Sale hereunder, the Selling Stockholder shall not no Affected Holder may sell any Affected Holder Stock to such prospective purchaser Prospective Transferee or purchasers any Equity Securities transferee unless and until, simultaneously with such sale, such Affected Holder purchases all securities subject to the Selling Stockholder shall purchase such shares or other securities Right of Co-Sale from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in Major Investor. (6) If any Proposed Transfer is not consummated within 90 days after receipt of the Transfer NoticeNotice by the Company, the Affected Holder proposing the Proposed Transfer may not sell any Affected Holder’s Stock unless he, she or it first again complies in full with each provision of this Section 2. The exercise or election not to exercise any right by any Major Investor hereunder shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Section 2.

Right of Co-Sale. (a) To Except for Transfers in accordance with Section 11.5 below, to the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.111.2, then each Holder (a “Selling Holder” for purposes of this Section 2.2”) that which notifies the Selling Stockholder Transferor in writing within twenty thirty (2030) days after Delivery receipt of the Transfer Notice referred to in subsection 2.1(cSection 11.2(a), shall have the right to participate in such sale of Equity Securities the remaining Offered Shares on the same terms and conditions as specified in the Transfer Notice. . (i) Such Selling Holder’s notice to the Selling Stockholder Transferor shall indicate the number of shares of capital stock of the Company that Equity Securities the Selling Holder wishes to sell under his, her or its right to participate. . (ii) To the extent one (1) or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Transferor may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may elect to sell all or any part of that up to such number of shares of capital stock of the Company Equity Securities equal to (on a fully converted basis) the product obtained by multiplying (i) the aggregate number of shares the Offered Shares being transferred following the exercise or expiration of Equity Securities covered by the Transfer Notice that have not been subscribed for all rights of first refusal pursuant to Section 2.1 11.2 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock owned Ordinary Share Equivalents held by the Selling Holder on the date of the Transfer Notice Notice, and the denominator of which is the total number of Equity Securities owned Ordinary Shares Equivalents held by the Selling Stockholder Transferor and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect reasonably cooperate with the Transferor in connection with the transfer of its participation in the sale by promptly delivering to the Selling Stockholder for transfer Equity Securities to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if purchaser. If the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company Equity Securities in lieu of Common StockOrdinary Shares, such Selling Holder shall convert convert, such shares of capital stock of the Company Equity Securities into Common Stock Ordinary Shares and deliver Common Stock as provided in this Section 2.2certificates corresponding to such Ordinary Shares. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment the participation of a Selling Holder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale rights hereunder, the Selling Stockholder Transferor shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Transferor shall purchase such shares or other securities Equity Securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do not Subject to exercise their respective rights of any right of first refusal as to all in favor of the Offered Shares Company or the Remaining Shares pursuant Investors, each Investor shall have the right, exercisable upon written notice (“Co-Sale Notice”) to Section 2.1, then each Holder such Founder within fifteen (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (2015) days after Delivery of the Transfer Notice referred to in subsection 2.1(c)Notice, shall have the right to participate in such sale Transfer of Equity Securities Co-Sale Stock on the same terms and conditions as specified conditions. Each Investor who so elects to participate in the Transfer Notice. pursuant to this Subsection (d) shall hereinafter be referred to as a “Participant.” Such Selling Holder’s notice to the Selling Stockholder Co-Sale Notice shall indicate the number of shares of capital stock of the Company Common Stock that the Selling Holder such Participant wishes to sell under his, his or her or its right to participate. To the extent one or more of the Holders Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities Co-Sale Stock that the Selling Stockholder such Founder may sell in the Transfer transaction shall be correspondingly reduced. (bi) Each Selling Holder Participant may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number balance of shares of Equity Securities Co-Sale Stock covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 remaining after exercise of the Company’s and the Investors’ Rights of First Refusal by (ii) a fraction, the numerator of which is the number of shares of Preferred Investor Stock owned by such Participant at the Selling Holder on the date time of the Transfer Notice Transfer, and the denominator of which is the total number of Equity Securities shares of Investor Stock owned by the Selling Stockholder such Founder and all the Investors at the time of the Selling Holders on the date of the Transfer NoticeTransfer. (cii) Each Selling Holder Participant shall effect its participation in the sale Transfer by promptly delivering to the Selling Stockholder such Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i1) the type and number of shares of capital stock of the Company that Common Stock which such Selling Holder Participant elects to sell; or (ii2) that number of shares of capital stock of the Company that are Preferred Stock which is at such time convertible into the number of shares of Common Stock that which such Selling Holder Participant elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company Preferred Stock in lieu of Common Stock, such Selling Holder Participant shall convert such shares of capital stock of the Company Preferred Stock into Common Stock and deliver Common Stock as provided in this Section 2.22(d)(ii)(1) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transferprospective purchaser. (diii) The stock certificate or certificates that the Selling Holder Participant delivers to the Selling Stockholder such Founder pursuant to subsection 2.2(cSection 2(d)(ii) above shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities Common Stock pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Founder shall concurrently therewith remit to such Selling Holder Participant that portion of the sale proceeds to which such Selling Holder Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder Participant exercising its rights of co-sale hereunder, the Selling Stockholder such Founder shall not sell to such prospective purchaser or purchasers any Equity Securities Co-Sale Stock unless and until, simultaneously with such sale, the Selling Stockholder such Founder shall purchase such shares or other securities from such Selling Holder for the same consideration and Participant on the same terms and conditions as the proposed transfer described specified in the Transfer Notice.

Right of Co-Sale. (a) To the extent that (i) the Company has not exercised its right to purchase the offered shares pursuant to any right of first refusal held by the Company and (ii) the Holders do have not exercise exercised their respective rights of first refusal as to all of purchase the Offered Shares or the Remaining Shares pursuant to Section 2.13.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2subsection 3.2) that which notifies the Selling Stockholder Key Common Holder in writing within twenty thirty (2030) days after Delivery receipt of the Transfer Firm Offer Notice referred to in subsection 2.1(cSection 3.1(a), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Firm Offer Notice. Such Selling Holder’s notice to the Selling Stockholder Key Common Holder shall indicate the number of shares of capital stock of the Company that Equity Securities the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Key Common Holder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company Equity Securities equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Firm Offer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by the Selling Holder on the date of the Transfer Firm Offer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Key Common Holder and all of the Selling Holders on the date of the Transfer Firm Offer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder Key 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 capital stock of the Company that Equity Securities which such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that Equity Securities which are at such time convertible into the number of shares of Common Stock that which such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company Equity Securities in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company Equity Securities into Common Stock and deliver Common Stock as provided in this Section 2.23.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder Key Common Holder pursuant to subsection 2.2(cSection 3.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Firm Offer Notice, and the Selling Stockholder Key Common Holder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Key Common Holder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Key Common Holder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Firm Offer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do If any Investor does not exercise their respective rights of first refusal as elect to purchase all of the Offered Shares or shares of Common Stock purchasable by it to which the Remaining Shares pursuant to Notice refers as described in Section 2.14(a) hereof, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (20) days after Delivery of the Transfer Notice referred to in subsection 2.1(c), such Investor shall have the right right, exercisable upon written notice to the selling Holder (the "Tag-Along Notice") within thirty (30) days of the date of the original Notice described in Section 4(a), to participate in such sale Transfer of Equity Securities shares of Common Stock on the same terms and conditions as specified in the Transfer Noticeconditions. Such Selling Holder’s notice to the Selling Stockholder The Tag-Along Notice shall indicate the number of shares of capital stock of Common Stock the Company that the Selling Holder Investor wishes to sell Transfer under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms participate and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell Common Stock, if any, such Investor desires to purchase of any of such shares which are not subscribed, as contemplated in the Transfer shall be correspondingly reducedSection 4(b)(iii). (bi) Each Selling Holder Investor may sell all or any part of that number its Pro Rata Share of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock owned covered by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned (as reduced by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Noticeany purchases pursuant to Section 4(a)). (cii) Each Selling Holder If any Investor elects to participate in the sale pursuant to this Section 4(b), it shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into represent the number of shares of Common Stock that such Selling Holder which each Investor elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(c) shall be transferred to the prospective purchaser sell in consummation of the sale of the Equity Securities Common Stock pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder purchaser shall concurrently therewith remit to such Selling Holder each Investor that portion of the sale sales proceeds to which such Selling Holder each Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder each Investor exercising its rights of co-sale hereunder, the Selling Stockholder selling Holder shall not sell to such prospective purchaser or purchasers any Equity Securities Common Stock unless and until, simultaneously with such sale, the Selling Stockholder selling Holder shall purchase such shares or other securities from such Selling Holder for the same consideration and each Investor on the same terms and conditions specified in the Notice. (iii) To the extent that any Investor does not elect to purchase its Pro Rata Share of the Shares of Common Stock to which the Notice refers as the proposed transfer described in Section 4(a) or participate in such Transfer to the extent of its Pro Rata Share, then each other Investor shall have a right to either purchase such unsubscribed shares of Common Stock in proportion to such subscribing Investor's Pro Rata Share (calculated without regard to the non-subscribing and non-participating Investor's shares) or to participate in such Transfer Noticeto the extent of such unsubscribed shares based on such subscribing Investor's Pro Rata Share (calculated without regard to the non-subscribing and non-participating Investor's shares).

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder Founder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in subsection 2.1(cSection 2.1(a), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder Founder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Founder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Founder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder 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 capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder Founder pursuant to subsection Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Founder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Founder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Founder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To In the extent event that Warburg intends to Transfer shares of Common Stock which, together with any previous sales of shares of Common Stock by Warburg from and after the date of this Agreement, represent more than fifteen percent (15%) of the issued and outstanding shares of Common Stock on a cumulative basis (other than to an Affiliate of Warburg, to the Company or pursuant to a distribution of such shares to its partners), Warburg shall notify each other Investor holding shares of such class of stock, in writing, of such Transfer and its terms and conditions (the Holders do not exercise their respective rights of first refusal as to all "Proposed Sale"). Within 10 days of the Offered Shares or date of such notice, each Investor that wishes to participate in the Remaining Shares pursuant to Section 2.1, then each Holder Proposed Sale shall so notify Warburg in writing (a “Selling Holder” for purposes of this Section 2.2) that notifies "Transfer Notice"). In the Selling Stockholder in writing within twenty (20) days after Delivery of the event Warburg fails to receive a Transfer Notice referred from any Investor within such 10-day period, such Investor shall be deemed to have declined to participate in subsection 2.1(c), the Proposed Sale. Each Investor delivering a Transfer Notice shall have the right to participate in such sale of Equity Securities sell, at the same price and on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice Warburg, that number of shares of Common Stock equal to the Selling Stockholder shall indicate the number of shares of capital stock of Common Stock the Company that the Selling Holder wishes third party proposes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained purchase multiplied by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into be the number of shares of Common Stock that (other than Plan Stock) issued and owned by such Selling Holder elects to sell; provided, however, that if Investor and the prospective third-party purchaser objects to denominator of which shall be the delivery aggregate number of shares of capital stock Common Stock (other than Plan Stock) issued and owned by Warburg and each other Investor (including such Investor exercising its rights under this Section 3). Nothing contained herein shall obligate Warburg to consummate the Proposed Sale or limit Warburg's right to amend or modify the terms of the Company Proposed Sale in any respect; provided that the Investors are offered the opportunity to participate in the Proposed Sale on such amended or modified terms. (b) Notwithstanding anything contained in this Section 3, in the event that all or a portion of the consideration to be paid in the Proposed Sale consists of securities and the sale of such securities to Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any applicable state securities law, then, at the option of Warburg, the Management Investors may receive, in lieu of Common Stocksuch securities, the fair market value of such Selling Holder shall convert such securities in cash, as determined in good faith by the Board unless Management Investors holding a majority of the shares of capital stock of the Company into Common Stock and deliver Common Stock held by Management Investors shall request an appraisal, in which case the appraisal procedure set forth in Section 2(h) shall be followed as provided in this Section 2.2. The Company agrees to make any closely as practicable, with such conversion concurrent with the actual transfer Management Investors holding a majority of such shares to held by the purchaser and contingent Management Investors, on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Noticeone hand, and the Selling Stockholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunderWarburg, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as other hand, each appointing an appraiser meeting the proposed transfer described qualifications set forth in the Transfer Noticesaid Section 2(h).

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares Securities pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder Shareholder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in subsection Section 2.1(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder Shareholder shall indicate the number of shares of capital stock Equity Securities of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Shareholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock Equity Securities of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock Equity Securities owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned by the Selling Stockholder Shareholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder Shareholder 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 capital stock Equity Securities of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates evidencing the Equity Securities that the Selling Holder delivers to the Selling Stockholder Shareholder pursuant to subsection Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Shareholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Shareholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Shareholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer Transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent that (i) the Company has not exercised its right to purchase the offered shares pursuant to any right of first refusal held by the Company and (ii) the Holders do have not exercise exercised their respective rights of first refusal as to all of purchase the Offered Shares or the Remaining Shares pursuant to Section 2.13.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2subsection 3.2) that which notifies the Selling Stockholder Key Common Holder in writing within twenty thirty (2030) days after Delivery receipt of the Transfer Firm Offer Notice referred to in subsection 2.1(cSection 3.1(a), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Firm Offer Notice. Such Selling Holder’s notice to the Selling Stockholder Key Common Holder shall indicate the number of shares of capital stock of the Company that Equity Securities the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Key Common Holder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company Equity Securities equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Firm Offer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by the Selling Holder on the date of the Transfer Firm Offer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Key Common Holder and all of the Selling Holders on the date of the Transfer Firm Offer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder Key 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 capital stock of the Company that Equity Securities which such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that Equity Securities which are at such time convertible into the number of shares of Common Stock that which such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company Equity Securities in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company Equity Securities into Common Stock and deliver Common Stock as provided in this Section 2.23.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder Key Common Holder pursuant to subsection 2.2(cSection 3.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Firm Offer Notice, and the Selling Stockholder Key Common Holder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Key Common Holder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Key Common Holder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Firm Offer Notice.

Right of Co-Sale. (a) To the extent the Company and the Offeree Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.13.1, then each Offeree Holder (a “"Selling Holder” ," for purposes of this Section 2.2subsection 3.2) that which notifies the Selling Stockholder Transferring Holder in writing within twenty thirty (2030) days after Delivery receipt of the Additional Transfer Notice referred to in subsection 2.1(c)Notice, shall have the right to participate in such sale of Equity Registrable Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s 's notice to the Selling Stockholder Transferring Holder shall indicate the number of shares of capital stock of the Company that Registrable Securities the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Selling Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Registrable Securities that the Selling Stockholder Transferring Holder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company Registrable Securities equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Registrable Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Transferring Holder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder Transferring 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 capital stock of the Company that Registrable Securities which such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that Registrable Securities which are at such time convertible into the number of shares of Common Stock that which such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company Registrable Securities in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company Registrable Securities into Common Stock and deliver Common Stock as provided in this Section 2.23.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser transferee and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder Transferring Holder pursuant to subsection 2.2(cSection 3.2(c) shall be transferred to the prospective purchaser transferee in consummation of the sale of the Equity Registrable Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Transferring Holder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser transferee or purchasers prohibits transferees prohibit such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Transferring Holder shall not sell to such prospective purchaser or purchasers any Equity Registrable Securities unless and until, simultaneously with such sale, the Selling Stockholder Transferring Holder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent If the Company and the Holders do does not exercise their respective rights of first refusal as elect to purchase all of the Offered Shares or Noticed Securities to which the Sale Notice refers as described in Section 4(a) hereof, and Investor does not elect to purchase all of the Remaining Shares Securities, if any, pursuant to Section 2.15(a) hereof, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (20) days after Delivery of the Transfer Notice referred to in subsection 2.1(c), Investor shall have the right right, exercisable upon written notice to the selling Holder within thirty (30) days of the date of the original Sale Notice described in Section 4(a), to participate in such sale Transfer of Equity shares of Noticed Securities at the same price and on the same terms and conditions as specified in the Transfer Noticeconditions. Such Selling Holder’s notice to the Selling Stockholder shall indicate the number of shares of capital stock of Common Stock the Company that the Selling Holder Investor wishes to sell Transfer under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (bi) Each Selling Holder Investor may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (ix) the aggregate number of shares of Equity Noticed Securities covered by the Transfer Sale Notice that have not been subscribed for (as reduced by any purchases pursuant to Section 2.1 4(a) or Section 5(a) hereof) by (iiy) a fraction, the numerator of which is the number of shares of Preferred Common Stock owned by Investor at the Selling Holder on the date time of the Transfer Notice (assuming for this purpose that Investor's holdings include all shares of Common Stock underlying the Preferred Stock and Warrant or other warrants then held by Investor) and the denominator of which is the total number of Equity Securities shares of Common Stock owned by the Selling Stockholder selling Holder and all Investor at the time of the Selling Holders on the date of the Transfer NoticeTransfer. (cii) Each Selling Holder If Investor elects to participate in the sale pursuant to this Section 5(b), it shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into represent the number of shares of Common Stock that such Selling Holder which Investor elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(c) shall be transferred to the prospective purchaser sell in consummation of the sale of the Equity Securities Common Stock pursuant to the terms and conditions specified in the Transfer Sale Notice, and the Selling Stockholder purchaser shall concurrently therewith remit to such Selling Holder Investor that portion of the sale sales proceeds to which such Selling Holder Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits Holder's implied assignment of rights to participate in such assignment sale or otherwise refuses to purchase shares from Investor or other securities from a Selling Holder interferes with Investor exercising its rights of co-sale hereunder, the Selling Stockholder selling Holder shall not sell to such prospective purchaser or purchasers any Equity Securities Common Stock unless and until, simultaneously with such sale, the Selling Stockholder selling Holder shall purchase such shares or other securities from such Selling Holder for Investor at the same consideration price and on the same terms and conditions as the proposed transfer described specified in the Transfer Sale Notice.

Right of Co-Sale. (a) To 2.1 In the extent the Company and the Holders do not exercise their respective rights event that Magellan desires to make a disposition of first refusal as to all or any of the Offered Shares or the Remaining its Shares pursuant to Section 2.1the terms of a bona fide, then written, third party offer (the "Offer"), Magellan shall deliver written notice of such intention to each Holder of the other Shareholders (a “Selling Holder” the "Other Shareholders"). If the Offer is for purposes the purchase of this Section 2.2) that notifies Shares, Magellan shall not sell any Shares unless the Selling Stockholder party who has offered to purchase the Shares also extends the Offer in writing within twenty (20the "Offer Notice") days after Delivery to each of the Transfer Notice referred Other Shareholders to in subsection 2.1(c), shall have the right to participate in such sale purchase a proportional amount of Equity Securities their Shares on the same terms and conditions and at the same price per share as specified in the Transfer NoticeOffer, including any remuneration or other benefit paid to Magellan or any of its parents or subsidiaries, or their respective affiliates or stockholders. Such Selling Holder’s notice In the case of the Offer being made for consideration other than cash, the amount of the consideration other than cash shall be deemed to be the fair market value of such consideration as determined mutually by the Other Shareholders and the Board of Directors of the Corporation acting in good faith, as evidenced by a resolution of the Board of Directors, and the Offer Notice will be deemed to include such cash price terms. 2.2 The Other Shareholders shall have 30 days from the date of receipt of the Offer Notice to exercise the right of co-sale by delivering to the Selling Stockholder Corporation and Magellan notice of such exercise. 2.3 Magellan shall indicate have the number right to compel the Other Shareholders to sell a proportional amount of their Shares pursuant to the terms and conditions contained in the Offer, provided that Magellan notifies each of the Other Shareholders of its election to compel such sale in its Offer Notice delivered to the Other Shareholders, and also provided that the offeror is not an affiliate, subsidiary or parent of the Corporation or Magellan. 2.4 No Closing shall occur with respect to Magellan unless a Closing will also occur with respect to the Other Shareholders (if any) who have elected to participate in the Offer; provided however that in the event the Closing with respect to the Other Shareholders fails to occur due to a reason other than the breach of the offeror's duty, the Closing with respect to Magellan shall be allowed to occur, notwithstanding the failure to close with respect to the Other Shareholder(s). The Closing of the transactions pursuant to an Offer shall occur contemporaneously with respect to Magellan's and the Other Shareholder's Shares and shall be in accordance with the provisions of Section 8 hereof. 2.5 Magellan agrees that in the event that it sells, transfers, conveys or disposes of all or any of its Shares in a transaction other than as described in Section 2.1 hereof, whether or not it is part of a reorganization, recapitalization or other similar event, each of the Other Shareholders shall be entitled to receive its proportionate share, based on its percentage of the issued and outstanding shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder shall concurrently therewith remit Corporation held immediately prior to such Selling Holder that portion event, of the sale proceeds any remuneration, payment or other benefit paid to which such Selling Holder is entitled by reason Magellan or to any of its participation parents, subsidiaries, affiliates or stockholders in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously connection with such sale, the Selling Stockholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Noticetransaction.

Right of Co-Sale. (a) To the extent the Company and If the Holders do not exercise their respective rights available right of first refusal as to all of the Offered Shares or the Remaining Shares Securities pursuant to Section 2.12.2, then each Holder (a “Selling Holder” "SELLING HOLDER" for purposes of this Section 2.22.3) that which notifies the Selling Stockholder Founder in writing within twenty (20) days after Delivery the expiration of the Transfer Notice referred to in subsection 2.1(c), Period shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s 's notice to the Selling Stockholder Founder shall indicate the number of shares of capital stock of the Company that Equity Securities the Selling Holder wishes to sell under his, her or its right to participate. To the extent one (1) or more of the Holders exercise exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Offered Securities that the Selling Stockholder Founder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company Equity Securities equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Offered Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Common Stock (including, without limitation, shares of Common Stock issuable upon conversion of the Series A Stock) owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned by the Selling Stockholder and all shares of Common Stock (including, without limitation, shares of Common Stock issuable upon conversion of the Selling Holders Series A Stock) owned on the date of the Transfer NoticeNotice by the Selling Founder and the Selling Holders. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering within twenty (20) days after the expiration of the Notice Period to the Selling Stockholder Founder for transfer to the prospective purchaser one (1) or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that securities which such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that securities which are at such time convertible into the number of shares of Common Stock that which such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company securities in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company securities into Common Stock and deliver the Common Stock as provided in this Section 2.22.3. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder Founder pursuant to subsection 2.2(cSection 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Founder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Founder shall not sell to such prospective purchaser or purchasers any Equity Securities securities unless and until, simultaneously with such sale, the Selling Stockholder Founder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in subsection 2.1(cSection 2.1(a), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate, subject to the limitations set forth in Section 2.2(b) below. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then the Selling Founder shall deliver to the Company and each Holder written notice (the “Co-Sale Notice”) and each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder Founder in writing within twenty (20) days after Delivery of the Transfer Co-Sale Notice referred to in subsection 2.1(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder Founder shall indicate the number of shares of capital stock of the Company Comps y that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Founder may sell in the Transfer shall be correspondingly reduced. (ba) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by y the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number n tuber of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Founder and all of the Selling Holders on the date of the Transfer Notice. (cb) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder 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 capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares shines of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (dc) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder Founder pursuant to subsection this Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Founder shall concurrently therewith promptly thereafter remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Founder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Founder shall purchase such shares xxxxxx or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.22.2 and Section 2.6) that notifies the Selling Stockholder Common Holder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in subsection Section 2.1(c), ) shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder Common Holder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes desires to sell under his, her or its right to participatesell. To the extent one or more of the Selling Holders exercise such right of participation in accordance with the terms and conditions set forth belowof this Section 2.2, the number of shares of Equity Securities that the Selling Stockholder Common Holder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of Common Stock (or capital stock of the Company convertible into such number of shares of Common Stock) equal in the aggregate to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by the such Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Common Holder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder 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 capital stock of the Company Common Stock that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of other than Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the each Selling Holder delivers to the Selling Stockholder Common Holder pursuant to subsection Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the such Selling Stockholder Common Holder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Common Holder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Common Holder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders Stockholders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.12.2, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that the Investor, if it so notifies the Selling Stockholder in writing within twenty thirty (2030) days after Delivery receipt of the Transfer Notice referred to in subsection 2.1(cSection 2.2(a), shall have the right to participate in such sale of Equity Securities equity securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s Investor's notice to the Selling Stockholder shall indicate the number of shares of capital stock of equity securities the Company that the Selling Holder Investor wishes to sell under his, her or its right to participate. To the extent one or more of the Holders exercise Investor exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities equity securities that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder The Investor may sell sell, at its discretion, all or any part of (i) that number of shares of capital stock of the Company equity securities equal to the product obtained by multiplying (ia) the aggregate number of shares of Equity Securities equity securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (iib) a fraction, the numerator of which is the number of shares of Preferred Common Stock (including shares of Common Stock issuable upon conversion of Shares) owned by the Selling Holder Investor on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Shares) owned by the Selling Stockholder and all of the Selling Holders Investor on the date of the Transfer NoticeNotice or (ii) an equivalent number of shares to that being sold by the Selling Stockholder. (c) Each Selling Holder The Investor shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of equity securities which the Company that such Selling Holder Investor elects to sell; or (ii) that number of shares of capital stock of the Company that equities securities which are at such time convertible into the number of shares of Common Stock that such Selling Holder which the Investor elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company equity securities in lieu of Common Stock, such Selling Holder the Investor shall convert such shares of capital stock of the Company equity securities into Common Stock and deliver Common Stock as provided in this Section 2.22.3. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder Investor delivers to the Selling Stockholder pursuant to subsection 2.2(cSection 2.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities equity securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder shall concurrently therewith remit to such Selling Holder the Investor that portion of the sale proceeds to which such Selling Holder the Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder the Investor exercising its rights of co-sale hereunder, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities equity securities unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such shares or other securities from such Selling Holder the Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. The Investor shall retain all rights with respect to the Shares until receipt of payment of the purchase price therefor. (e) The Investor participating in a Transfer pursuant to this subsection 2.3 shall pay its pro rata share (based on the total number of shares to be sold) of the expenses incurred in connection with such sale and shall be obligated to join on a pro rata basis (based on the total number of shares to be sold) in any indemnification or other obligations that the Selling Stockholder originating the sale agrees to provide in connection with such sale (other than any such obligations that relate specifically to a particular Selling Stockholder such as indemnification with respect to representations and warranties given by a Selling Stockholder regarding its title to and ownership of the shares being sold), provided, however, that the Investor shall not be obligated in connection with such sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to the Investor in connection with such sale. Notwithstanding the foregoing, the Investor may elect, if it is dissatisfied with the definitive documentation relating to its right of co-sale, to withdraw its participation under this subsection 2.3.

Right of Co-Sale. (a) To the extent the Company and the Holders Significant Stockholders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.15.01, then each Holder Significant Stockholder (other than the Selling Stockholder) (a “Selling Holder” for purposes of this Section 2.25.02) that notifies the Selling Stockholder in writing within twenty fifteen (2015) days Business Days after Delivery delivery of the Additional Transfer Notice referred to in subsection 2.1(c), Section 5.01(a) shall have the right to participate in such sale of Equity Securities Shares on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders Significant Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities Shares that the Selling Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities Shares covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 5.01 by (ii) a fraction, the numerator of which is the number of shares of Preferred Common Stock (including shares issuable upon exercise or conversion of outstanding securities) owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares issuable upon exercise or conversion of outstanding securities) owned by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.25.02. The Company agrees to make any such conversion concurrent with the actual transfer Transfer of such shares to the purchaser and contingent on such transferTransfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(cSection 5.02(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities Shares unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (ai) To the extent the Company and the Holders Investors do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1Shares, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder in writing within twenty (20) days after Delivery of the Transfer Notice referred to in subsection 2.1(c), Investor shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Notice by notifying the Transferor in writing within twenty (20) days after receipt of the Transfer Notice (such Investor, a “Selling Investor”). (a) Such Selling HolderInvestor’s notice to the Selling Stockholder Transferor shall indicate the number of shares of capital stock of the Company that Equity Securities the Selling Holder Investor wishes to sell under his, her or its right to participate. . (b) To the extent one or more of the Holders Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Transferor may sell in the Transfer shall be correspondingly reduced. (bii) Each Selling Holder Investor may elect to sell all or any part of that up to such number of shares of capital stock of the Company Equity Securities 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 Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 all rights of first refusal hereof by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock Common Shares owned by the Selling Holder Investor on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities Common Shares owned by all Selling Investors and the Selling Stockholder and all of the Selling Holders Transferor on the date of the Transfer Notice. (ciii) Each Selling Holder Investor shall effect its participation in the sale by promptly delivering to the Selling Stockholder 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 capital stock of the Company that Equity Securities which such Selling Holder Investor elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (div) The stock share certificate or certificates that the a Selling Holder Investor delivers to the Selling Stockholder pursuant to subsection 2.2(c) Transferor shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Transferor shall concurrently therewith remit to such Selling Holder Investor that portion of the sale proceeds to which such Selling Holder Investor is entitled by reason of its participation in such sale. . (v) To the extent that any prospective purchaser or purchasers prohibits such assignment the participation of a Selling Investor exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase shares or other securities from a Selling Holder Investor exercising its rights of co-sale rights hereunder, the Selling Stockholder Transferor shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Transferor shall purchase from such Selling Investor such shares or other securities from that such Selling Holder Investor would otherwise be entitled to sell to the prospective purchaser pursuant to its co-sale rights for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company Company, the Non-Selling Common Holders and the Preferred Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Preferred Holder and Non-Selling Common Holder (each such Preferred Holder or Non-Selling Common Holder, a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder Shareholder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in subsection Section 2.1(c), shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer NoticeNotice but with no obligation other than to transfer the shares and make customary representations and warranties; provided that the indemnification amount in connection with a breach of such representations and warranties shall be limited to the purchase price received. Such Selling Holder’s notice to the Selling Stockholder Shareholder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more of the Preferred Holders or Non-Selling Common Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Shareholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares Common Shares (including Common Shares issuable upon conversion of Preferred Stock Shares) owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities Common Shares (including Common Shares issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Shareholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock Shares that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of such shares of capital stock of the Company in lieu of Common StockShares, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock Shares and deliver Common Stock Shares as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock share certificate or certificates that the Selling Holder delivers to the Selling Stockholder Shareholder pursuant to subsection Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Shareholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Shareholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Shareholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1APS, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies upon notifying in writing the Selling Stockholder Preferred Holders identified in writing the Transfer Notice within twenty ten (2010) business days after Delivery receipt of the Transfer Notice referred to in subsection 2.1(c)Notice, shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s APS's notice to the Selling Stockholder Preferred Holders shall indicate the number of shares of capital stock of the Company Equity Securities that the Selling Holder APS wishes to sell (subject to subsection (b) below) under his, her or its right to participate. To the extent one or more of the Holders exercise such APS exercises its right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Stockholder Preferred Holders may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder APS may sell all or any part of that number of shares of capital stock of the Company Equity Securities equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Common Stock owned by the Selling Holder APS on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) owned by the Selling Stockholder Preferred Holders and all of the Selling Holders APS on the date of the Transfer Notice. (c) Each Selling Holder APS shall effect its participation in the sale by promptly delivering to the Selling Stockholder Preferred Holders 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 capital stock of the Company that such Selling Holder Common Stock which APS elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder APS delivers to the Selling Stockholder Preferred Holders pursuant to subsection 2.2(cSection 3.2(c) shall be transferred to the prospective purchaser in upon the consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Preferred Holders shall concurrently therewith remit cause to such Selling Holder be remitted to APS that portion of the sale proceeds to which such Selling Holder APS is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunderAPS, the Selling Stockholder Preferred Holders shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Preferred Holders shall purchase such shares or other securities from such Selling Holder APS for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Each Participating Co-Sale Stockholder in writing within twenty (20) days after Delivery of the Transfer Notice referred to in subsection 2.1(c), shall will have the right to participate in the Transfer of any Equity, other than Equity sold pursuant to Section 3.1(a) or 3.1(b), in the manner set forth herein (the “Right of Co-Sale”). Transferring Co-Sale Stockholder shall give written notice to each of the Participating Co-Sale Stockholders not less than fifteen (15) days before it proposes to Transfer such sale Equity to a specified Transferee (“Stockholder’s Sale Notice”). Such Stockholder’s Sale Notice shall contain the terms, in reasonable detail, of the proposed Transfer, including the Offered Price and the identity of any Transferee from whom Transferring Co-Sale Stockholder has received an offer to purchase the Transfer Securities or to whom Transferring Co-Sale Stockholder proposes to sell the Equity. Pursuant to this Section 4, each Participating Co-Sale Stockholder may elect to Transfer to any Transferee(s) identified in the Stockholder’s Sale Notice up to that amount of Equity Securities on owned by such Participating Co-Sale Stockholder that is equal to the same terms and conditions as specified in Participating Co-Sale Stockholder’s Pro Rata Share of the Transfer Notice. Such Selling Holder’s Remaining Equity by giving written notice to Transferring Co-Sale Stockholder within fifteen (15) days after the Selling Stockholder shall indicate date of Stockholder’s Sale Notice, specifying the number of shares and type of capital stock Equity that such Participating Co-Sale Stockholder desires to transfer to each Transferee by exercising the Right of Co-Sale. For purposes of this Section 4, a Participating Co-Sale Stockholder’s “Pro Rata Share” will be defined as the Company proportion that the Selling Holder wishes to sell under his, her or its right to participate. To the extent one or more Capital Holdings of the Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Participating Co-Sale Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of capital stock of the Company equal bear to the product obtained by multiplying (i) the aggregate number total Capital Holdings of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Stock owned by the Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities owned by the Selling Stockholder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder delivers to the Selling Stockholder pursuant to subsection 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation Stockholders participating in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer NoticeTransfer.

Right of Co-Sale. (a) To the extent the Company and the Holders Other Shareholders do not exercise their respective rights of first refusal purchase options as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1Sections 1.1 and 1.2, then each Holder Other Shareholder (each a “"Selling Holder” Shareholder" for purposes of this Section 2.2subsection 1.3) that which notifies the Selling Stockholder Offering Shareholder in writing within twenty thirty (2030) days after Delivery receipt of the Transfer Notice referred to in subsection 2.1(c)Section 1.2, shall have the right to participate in such sale of Equity Securities Shares on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s Shareholder's notice to the Selling Stockholder Offering Shareholder shall indicate the number of shares of capital stock of the Company that Shares the Selling Holder Shareholder wishes to sell under his, her his or its right to participate. To the extent one or more of the Holders Other Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities Shares that the Selling Stockholder Offering Shareholder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder Shareholder may sell all or any part of that number of shares of capital stock of the Company Shares equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities Shares covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares Shares of Preferred Common Stock owned by the Selling Holder Shareholder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities Shares owned by the Selling Stockholder Offering Shareholder and all of the Selling Holders Shareholders on the date of the Transfer Notice. (c) Each Selling Holder Shareholder shall effect its participation in the sale by promptly delivering to the Selling Stockholder Offering Shareholder 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 capital stock of the Company that Shares which such Selling Holder Shareholder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the Selling Holder Shareholder delivers to the Selling Stockholder Offering Shareholder pursuant to subsection 2.2(cSection 1.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Stockholder Offering Shareholder shall concurrently therewith remit to such Selling Holder Shareholder that portion of the sale proceeds to which such Selling Holder Shareholders is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares Shares or other securities from a Selling Holder Shareholder exercising its rights of co-sale hereunder, the Selling Stockholder Offering Shareholder shall not sell to such prospective purchaser or purchasers any Equity Securities Shares unless and until, simultaneously with such sale, the Selling Stockholder Offering Shareholder shall purchase such shares Shares or other securities from such Selling Holder Shareholder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (aA) To the extent the Company and the Holders other Stockholders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.11.2 and the transferring Shareholder intends to sell at least 60% of its Shares, then each Holder non-exercising Stockholder (a “"Selling Holder” Stockholder" for purposes of this Section 2.21.3) that which notifies the Selling transferring Stockholder in writing within twenty thirty (2030) days after Delivery receipt of the Transfer Notice referred to in subsection 2.1(cSection 1.2(a), shall have the right to participate in such sale of Equity Securities Shares on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s Stockholder's notice to the Selling transferring Stockholder shall indicate the number of shares of capital stock of the Company that Shares the Selling Holder Stockholder wishes to sell under his, her or its right to participate. To the extent one or more of the Holders Selling Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities Shares that the Selling transferring Stockholder may sell in the Transfer shall be correspondingly reduced. (bB) Each Selling Holder Stockholder may sell all or any part of that number of shares of capital stock of the Company Shares equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities Shares covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Preferred Common Stock owned by the Selling Holder Stockholder on the date of the Transfer Notice and the denominator of which is the sum of total number of Equity Securities shares of Common Stock owned by the Selling transferring Stockholder and the total number of shares of Common Stock owned by all of the Selling Holders Stockholders on the date of the Transfer Notice. (cC) Each Selling Holder Stockholder shall effect its participation in the sale by promptly delivering to the Selling transferring Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (iI) the type and number of shares of capital stock of the Company that Shares which such Selling Holder Stockholder elects to sell; or (iiII) that number of shares of capital stock of the Company that Equities Securities which are at such time convertible into the number of shares of Common Stock that which such Selling Holder Stockholder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company Shares in lieu of Common Stock, such Selling Holder Stockholder shall convert such shares of capital stock of the Company Shares into Common Stock and deliver Common Stock as provided in this Section 2.21.3. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (dD) The stock certificate or certificates that the Selling Holder Stockholder delivers to the Selling transferring Stockholder pursuant to subsection 2.2(cSection 1.3(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling transferring Stockholder shall concurrently therewith remit to such Selling Holder Stockholder that portion of the sale proceeds to which such Selling Holder Stockholder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits prohibit such assignment or otherwise refuses refuse to purchase shares or other securities from a Selling Holder Stockholder exercising its rights of co-sale hereunder, the Selling transferring Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities Shares unless and until, simultaneously with such sale, the Selling transferring Stockholder shall purchase such shares or other securities from such Selling Holder Stockholder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice. (E) Each Selling Stockholder participating in a Transfer pursuant to this Section 1.3 shall pay its pro rata share (based on the total number of shares to be sold) of the expenses incurred in connection with such sale and shall be obligated to join on a pro rata basis (based on the total number of shares to be sold) in any indemnification or other obligations that the transferring Stockholder originating the sale agrees to provide in connection with such sale (other than any such obligations that relate specifically to a particular transferring Stockholder such as indemnification with respect to representations and warranties given by the transferring Stockholder regarding the transferring Stockholder's title to and ownership of the shares being sold), provided, however, that the no Selling Stockholder shall be obligated in connection with such sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such Selling Stockholder in connection with such sale.

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder Common Holder in writing within twenty (20) days after Delivery of the Additional Transfer Notice referred to in subsection Section 2.1(c), ) shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder Common Holder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes desires to sell under his, her or its right to participatesell. To the extent one or more of the Selling Holders exercise such right of participation in accordance with the terms and conditions set forth belowof this Section 2.2, the number of shares of Equity Securities that the Selling Stockholder Common Holder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of Common Stock (or capital stock of the Company convertible into such number of shares of Common Stock) equal in the aggregate to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Shares) owned by the such Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by the Selling Stockholder Common Holder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder 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 capital stock of the Company Common Stock that such Selling Holder elects to sell; or (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of other than Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the each Selling Holder delivers to the Selling Stockholder Common Holder pursuant to subsection Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the such Selling Stockholder Common Holder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Common Holder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Selling Stockholder Common Holder shall purchase such shares or other securities from such Selling Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. (a) To the extent the Company and the Holders do not exercise their respective rights of first refusal as to all of the Offered Shares or the Remaining Shares pursuant to Section 2.1, then each Holder (a “Selling Holder” for purposes of this Section 2.2) that notifies the Selling Stockholder Holder in writing within twenty (20) business days after Delivery of the Additional Transfer Notice referred to in subsection Section 2.1(c), ) shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice. Such Selling Holder’s notice to the Selling Stockholder Holder shall indicate the number of shares of capital stock of the Company that the Selling Holder wishes desires to sell under his, her or its right to participatesell. To the extent one or more of the Selling Holders exercise such right of participation in accordance with the terms and conditions set forth belowof this Section 2.2, the number of shares of Equity Securities that the Selling Stockholder Holder may sell in the Transfer shall be correspondingly reduced. (b) Each Selling Holder may sell all or any part of that number of shares of Common Stock (or capital stock of the Company convertible into such number of shares of Common Stock) equal in the aggregate to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice that have not been subscribed for pursuant to Section 2.1 by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock Stock) owned by the such Selling Holder on the date of the Transfer Notice and the denominator of which is the total number of Equity Securities shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) owned by the Selling Stockholder Holder and all of the Selling Holders on the date of the Transfer Notice. (c) Each Selling Holder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of capital stock of the Company Common Stock that such Selling Holder elects to sell; orand (ii) that number of shares of capital stock of the Company that are at such time convertible into the number of shares of Common Stock that such Selling Holder elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of shares of capital stock of the Company in lieu of other than Common Stock, such Selling Holder shall convert such shares of capital stock of the Company into Common Stock and deliver Common Stock as provided in this Section 2.2. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The stock certificate or certificates that the each Selling Holder delivers to the Selling Stockholder pursuant to subsection Section 2.2(c) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the such Selling Stockholder Holder shall concurrently therewith remit to such Selling Holder that portion of the sale proceeds to which such Selling Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Selling Holder exercising its rights of co-sale hereunder, the Selling Stockholder Holder shall not sell Transfer to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such saleTransfer, the Selling Stockholder Holder shall purchase such shares or other securities from such Selling Holder exercising its rights of co-sale hereunder for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.