Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b), in the event that Zxxxx or any of his Affiliates, Family Members, or Permitted Transferees (collectively, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”), each Member (other than the Transferring Member) shall have the right to participate in such Co-Sale Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) days after the expiration of the Co-Sale Period, notify each Co-Sale Participant as to the number of Units of such Co-Sale Participant to be included in the sale pursuant to the above allocation. (e) Each Co-Sale Participant shall deliver to the Transferring Member at the closing of the Co-Sale Transfer any agreements or other documents reasonably required from such Co-Sale Participant to consummate such sale, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04.

Right of Co-Sale. (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b), in In the event that Zxxxx of a proposed Transfer of Company Shares or any of his AffiliatesBank Shares by Company One, Family Members, by Itaú Parent or its Permitted Transferees (collectively, the “"Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”Shareholder"), each Member (other than the Transferring Member) Company Two, Corp Group Parent and their Permitted Transferees shall have the right to participate in such Co-Sale the Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior 3.4. Prior to the proposed date of consummation of any such Co-Sale Transfer, the Transferring Member Shareholder shall deliver to the Company and each other Member (the “Notice Recipients”) a Corp Group Parent prompt written notice (the “"Transfer Notice”)") stating, setting forth to the extent applicable, (i) the name of the proposed Transferee, (ii) the number of Units Company Shares or Bank Shares, as the case may be, proposed to be Transferred (the “"Transferred Units”Shares"), (iii) the proposed cash purchase price therefortherefor (the "Tag-Along Price"), including a description of any non-cash consideration in sufficient detail and (iv) the any other material terms and conditions of the proposed Co-Sale Transfer, including the proposed date for entering into a definitive agreement with respect to such Transfer date(which may not be less than thirty (30) days after delivery of the Transfer Notice). Such notice The Transfer Notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred UnitsShares and copies of all transaction documents relating to the proposed Transfer. (cb) The Transferring Member On or prior to the thirtieth day following receipt of the Transfer Notice, Corp Group Parent, Company Two and their Permitted Transferees may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability elect to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer Transferee up to the proposed Transferee identified in the Transfer Notice a number of Units up to Company Shares or Bank Shares, at Corp Group Parent's option in its Co-Sale Portion (calculated sole discretion, in each case determined in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, 3.4(c) by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state Shareholder stating that such participating Notice Recipient (a “Co-Sale Participant”) Corp Group Parent elects to exercise its rights right of co-sale under this Section 12.04 3.4 and shall state the maximum number of Units Company Shares or Bank Shares, as the case may be, sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (dc) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units Shares will not be obligated to purchase a number of Units Company Shares or Bank Shares, as the case may be, exceeding that set forth in the Transfer Notice Notice, and in the event such Transferee elects to purchase less than all of the additional Units total Company Shares and/or Bank Shares sought to be Transferred by Corp Group Parent, Company Two, their Permitted Transferees and the Co-Sale ParticipantsTransferring Shareholder, Corp Group Parent, Company Two and their Permitted Transferees shall be entitled to Transfer to the proposed Transferee a number of Company Shares or Bank Shares, as applicable, equal to, in the case of Bank Shares, (i) the total number of Transferred Shares that are Bank Shares set forth in the Transfer Notice multiplied by (ii) a fraction, (A) the numerator of which is the total number of Bank Shares held collectively by Company Two, Corp Group Parent and its Permitted Transferees and (B) the denominator of which is the total number of Bank Shares held collectively by the Companies, Corp Group Parent, Itaú Parent and their Permitted Transferees, and in the case of the Company Shares, a number of Company Shares calculated on the basis of the number of Units Bank Shares underlying the Company Shares based on the applicable Exchange Ratios. In order to be Transferred by entitled to exercise its right to sell Company Shares or Bank Shares, as the case may be, to the proposed Transferee pursuant to this Section 3.4, Corp Group Parent, Company Two and their Permitted Transferees must agree to make to the proposed Transferee the same representations, warranties, covenants, indemnities and other agreements as the Transferring Member Shareholder agrees to make in connection with the proposed Transfer; provided that (i) any representations, warranties, covenants, indemnities and each such Co-Sale Participant other agreements shall be reduced on a made severally and not jointly and (ii) Corp Group Parent, Company Two and their Permitted Transferees will be responsible for their pro rata basisshare of any escrow or holdback arrangement. The Transferring Member shallShareholder and Corp Group Parent, within five (5) days after the expiration Company Two and their Permitted Transferees shall be responsible for their respective share of the Co-Sale Period, notify each Co-Sale Participant as costs of the proposed Transfer of Company Shares or Bank Shares based on the gross proceeds received or to be received in such proposed Transfer to the number of Units of such Co-Sale Participant extent not paid or reimbursed by the proposed Transferee. (d) If Corp Group Parent elects to be included in the sale Transfer Bank Shares pursuant to this Section 3.4, and such Transfer is not made through a tender offer launched by the above allocationproposed Transferee, Company Two, Corp Group Parent or their Permitted Transferees, as the case may be, shall place an order on the Xxxxxxxx Stock Exchange to sell its respective Transferred Shares, and the proposed Transferee shall place an order to buy such Transferred Shares at a price not less than the Tag-Along Price; provided that (1) any such sale of Bank Shares shall be implemented through one of the mechanisms available on the Xxxxxxxx Stock Exchange that only allows block sales (and, if both Company One, Itaú Parent and/or their Permitted Transferees, on the one hand, and Company Two, Corp Group Parent and their Permitted Transferees, on the other hand, have elected to sell Bank Shares through the Xxxxxxxx Stock Exchange, all such sales shall be combined as a single block sale) and (2) if, as a result of the competitive bidding procedures of the Xxxxxxxx Stock Exchange, the Bank Shares sold by Company Two, Corp Group Parent and/or their Permitted Transferees pursuant to this Section 3.4 are unexpectedly sold over the Xxxxxxxx Stock Exchange to a Third Party other than the proposed Transferee, then the Transferring Shareholder and proposed Transferee shall have no further obligations under this Section 3.4 with respect to the Transferred Shares held by Company Two, Corp Group Parent and/or their Permitted Transferees. (e) Each CoCorp Group Parent, if exercising its right of co-Sale Participant shall deliver sale hereunder through the sale of Company Shares, agrees to participate in the Transfer by delivering to the Transferring Member Shareholder at the closing of the Co-Sale Transfer any agreements of such Transferring Shareholder's Transferred Shares to the Transferee, certificates representing the Transferred Shares to be Transferred by Corp Group Parent, duly endorsed for Transfer or other documents reasonably required from such Co-Sale Participant to consummate such saleaccompanied by stock powers duly executed, in either case executed in blank or in favor of the applicable purchaser, or the corresponding executed traspasos, as applicable, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree Transfers to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) Permitted Transferees of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which Itaú Parent shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed co-sale to such proposed Transferee, subject to the terms and conditions of rights provided by this Section 12.043.4.

Right of Co-Sale. (a) Until Except in the completion case of (and other than pursuant to) an Initial Public Offering, a Drag-Along Transaction and subject to the provisions of this Agreement, if at any time to the extent the LLC and/or the remaining Members have declined to exercise their right of first refusal under Section 12.01(b), in 6.6 hereof and such Selling Member proposes to effect a Voluntary Transfer of any portion of the event that Zxxxx or any Units held by such Selling Member and each of his Affiliates, Family Members, or its Permitted Transferees (collectively, the “Transferring MemberMember Co-Sale Units”) proposes to Transfer any Person (other than to a Permitted Transferee) all or a portion of (the Units held by them to a bona fide Third Party purchaser (a “Proposed Co-Sale TransferTransaction”), each then the Selling Member (other than the Transferring Member) shall have the right to participate in may not Transfer any such Member Co-Sale Transfer Units other than in the manner set forth in compliance with this Article VI, including Section 12.046.2. (b) At least thirty (30) days prior Subject to the proposed date of consummation of such Co-Sale Transferthis Article VI, including Section 6.2, the Transferring Selling Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, by giving irrevocable written notice (the “Co-Sale Notice”) to the Company LLC and to each Holder of Units of its right to participate in the Proposed Co-Sale Transaction on a pro rata basis (including with respect to form of consideration) with the Selling Member (the “Co-Sale Option”), which Co-Sale Notice shall forward state (A) the Selling Member’s bona fide intention to effect a Voluntary Transfer of such Member Co-Sale Units, (B) the number and Class of Member Co-Sale Units to be sold or transferred, (C) the price and terms for which the Selling Member proposes to Transfer such Member Co-Sale Units, and (D) the name and address of the proposed transferee and that such proposed transferee is committed to acquire the number of Member Co-Sale Units on the stated price and terms. (c) Each Holder of Units shall have the right to exercise its Co-Sale Option by giving written notice of such intent to participate (as to each such Person, the “Co-Sale Acceptance Notice”) to the other Notice Recipients within five (5) days) and to the Transferring Selling Member within the 30‑day period thirty (30) days after the delivery receipt of the Transfer Co-Sale Notice (the “Co-Sale Election Period”). The Each Co-Sale Acceptance Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state indicate the maximum number of such Units sought subject thereto which the Holder wishes to be Transferred. For sell, including the avoidance number of doubt, a Notice Recipient shall be deemed to have waived its right such Units it would sell if one or more other eligible Members do not elect to participate in the sale on the terms and conditions stated in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale PeriodNotice. (d) Each such Holder shall have the right to sell a portion of such Units pursuant to the Proposed Co-Sale Participant shall be entitled Transaction which is equal to sell up to a or less than the product obtained by multiplying the total number of Transferred such Units equal to the product of (i) the number of Transferred Units to be Transferred available for sale to the proposed Transferee and (ii) purchaser subject to the Proposed Co-Sale Transaction by a fraction (A) fraction, the numerator of which is the number portion of Units beneficially owned by the proceeds payable to such Holder if the Proposed Co-Sale Participant Transaction were treated as a Change of the applicable Transfer date Control in accordance with Section 3.2 with respect to such Units subject to such transaction and (B) the denominator of which is the total number of Units beneficially owned by aggregate proceeds payable to all of the Members in such Proposed Co-Sale Participants and Transaction, subject to increase as hereinafter provided. In the Transferring event any eligible Member as does not elect to sell the full amount of such date Units which such Member is entitled to sell pursuant to this Section 6.7, then any other eligible Members who have elected to sell such Units shall have the right to sell, on a pro-rata basis (based on the “proportion of the proceeds payable to such Member) with any other such eligible Members and up to the maximum number of such Units stated in each such Member’s Co-Sale Portion”). The proposed Transferee of Transferred Acceptance Notice, any such Units will not elected to be obligated to purchase a number of Units exceeding that set forth in sold by such Member. (e) Within ten (10) calendar days after the Transfer Notice and in the event such Transferee elects to purchase less than all end of the additional Units sought latest to be Transferred by the expire Co-Sale ParticipantsElection Period, the Selling Member shall promptly notify each participating Member of the number of Units to be Transferred held by the Transferring such Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) days after the expiration of the Co-Sale Period, notify each Co-Sale Participant as to the number of Units of such Co-Sale Participant to that will be included in the sale pursuant to and the above allocation. (e) Each date on which the Proposed Co-Sale Participant Transaction will be consummated, which shall deliver to be no later than thirty (30) calendar days after the Transferring Member at the closing end of the latest to expire Co-Sale Transfer Election. Each participating Member may effect its participation in any agreements or other documents reasonably required from such Proposed Co-Sale Participant Transaction hereunder by delivery to consummate such salethe Selling Member for delivery to the proposed purchaser, against payment of one or more instruments or certificates, properly endorsed for transfer, representing the aggregate purchase price therefor by wire transfer of immediately available fundsUnits it elects to sell pursuant thereto. (f) In connection with a The net proceeds received upon consummation of any Proposed Co-Sale TransferTransaction shall be distributed in accordance with Section 3.2, each as if there were a Change of Control with respect to such Units which were subject to such Proposed Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale ParticipantTransaction. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04.

Right of Co-Sale. (a) Until If at any time a Stockholder proposes to Transfer all or any portion of its Shares to any third party and the completion Investor Holders, EXCO Investor, LLC, the Institutional Investors or Designated Executives do not exercise their respective rights of first refusal or the right of first offer is not consummated, as applicable, as to any portion of the Offered Shares or Subject Shares, as applicable, pursuant to Section 2.2 or Section 2.3, then each Investor Holder and Designated Executive (and other than pursuant toany Investor Holder or Designated Executive that defaulted in its obligations to the ROFO Party under any ROFO Response Notice) and each other non-selling Other Stockholder (an Initial Public Offering, and subject "Electing Holder" for purposes of this Section 2.4) shall have the opportunity to Section 12.01(b), in sell a pro rata share of the event Offered Shares or the Subject Shares that Zxxxx or any of his Affiliates, Family Members, or Permitted Transferees (collectively, the “Transferring Member”Seller(s) proposes to Transfer to such third party in accordance with the following provisions: (other than i) In the event that such right arises after a failure to a Permitted Transferee) all or a exercise rights of first refusal, an Electing Holder shall designate the portion of its pro rata share of the Units held Offered Shares that it wishes to sell and the maximum number of shares it elects to sell in excess of its pro rata share in connection with (iii) below by them delivering written notice thereof to the selling Stockholder within 30 days after receipt of the Decline Notice referred to in Section 2.2(d); (ii) In the event that such right arises after the right of first offer is not consummated, if the ROFO Party shall, within the 90 day period described in Section 2.3(d), propose to enter into a bona fide Third binding agreement to Transfer the Subject Shares, the ROFO Party purchaser shall give written notice of the price, terms and conditions of such proposed agreement to the Electing Holders (a “the "Co-Sale Transfer”Notice"). Within thirty (30) calendar days of receiving the Co-Sale Notice, each Member the Electing Holders shall designate the portion of its pro rata share of the Subject Shares that it wishes to sell and the maximum number of shares it elects to sell in excess of its pro rata share in connection with (iii) below by delivering written notice thereof to the ROFO Party. (iii) To the extent any Electing Holder elects to sell an amount less than its pro rata share, the other than Electing Holders, to the Transferring Member) extent that they have elected to sell all of their pro rata share, shall have the right opportunity to participate sell, on a pro rata basis with the other Electing Holders seeking to sell in such Co-Sale Transfer in excess of its pro rata share, the manner set forth in this Section 12.04remaining shares constituting the unelected portion of each Electing Holder's pro rata share. (b) At least If an Electing Holder elects to sell all or any of or more than its pro rata share, the selling Stockholder shall assign so much of his or its interest in the proposed sale as the Electing Holder shall be entitled to and shall request hereunder, and the Electing Holder shall be obliged to Transfer such securities in connection therewith. For purposes of this Section 2.4, the "pro rata share" which the Electing Holder shall be entitled to sell shall be an amount of Common Stock equal to the product obtained by multiplying (i) the total amount of Common Stock proposed to be sold by the selling Stockholder by (ii) a fraction, the numerator of which shall be the number of shares of Common Stock owned by an Electing Holder and the denominator shall be the total number of shares of Common Stock owned by all participating Electing Holders and the selling Stockholder. (c) If within thirty (30) days prior of receiving the Decline Notice, the Electing Holders do not notify the selling Stockholder that they desire to sell all or any of their aggregate pro rata shares of the proposed date Common Stock described in such notice for the price and on the terms and conditions set forth therein, then the selling Stockholder may, subject to Section 2.2 and 2.3 hereof, Transfer during a period of consummation ninety (90) days thereafter the Offered Shares the Electing Holders do not elect to sell. If within thirty (30) days of such receiving the Co-Sale TransferNotice, the Transferring Member shall deliver Electing Holders do not notify the ROFO Party that they desire to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name sell all or any of their aggregate pro rata shares of the proposed Transferee, (ii) Common Stock described in such notice for the number of Units proposed to be Transferred (price and on the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions set forth therein, then the ROFO Party may, subject to Section 2.2 and 2.3 hereof, Transfer during a period of ninety (90) days thereafter the proposed Subject Shares the Electing Holders do not elect to sell. Any such Transfer shall be made only to persons identified in the Purchase Offer or the Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed TransfereeNotice, as part of applicable, and at the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form price and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on upon the same terms and conditions as those set forth in the Transferring Member, by giving irrevocable written notice (Purchase Offer or the “Co-Sale Notice”, as applicable. In the event the selling Stockholder has not Transferred the Common Stock within such 90 day periods, as applicable, the Seller shall not thereafter Transfer any Common Stock without first notifying the Investor Holders, the Designated Executives and the non-selling Other Stockholders (other than the Designated Executives) in the manner provided in Section 2.2(a) or Section 2.3 above, as applicable, and such Common Stock shall continue to be subject to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery requirements of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale PeriodSection. (d) Each CoThe election by an Investor Holder, Designated Executive or any other non-Sale Participant selling Other Stockholders not to exercise its rights under this Section 2.4 in any one instance shall not affect the rights of such Investor Holder, Designated Executive or any other non-selling Other Stockholders as to any subsequent proposed Transfer. Any Transfer by any Stockholder of any of its shares of Common Stock without first giving the Investor Holders, the Designated Executives and the other non-selling Other Stockholders the rights described in this Section 2.4 shall be entitled to sell up to a number void and of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) days after the expiration of the Co-Sale Period, notify each Co-Sale Participant as to the number of Units of such Co-Sale Participant to be included in the sale pursuant to the above allocationno force or effect. (e) Each Co-Sale Participant shall deliver to the Transferring Member at the closing of the Co-Sale Transfer any agreements or other documents reasonably required from such Co-Sale Participant to consummate such sale, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04.

Right of Co-Sale. (a) Until Notwithstanding the completion of (and other than pursuant to) an Initial Public Offering, and subject foregoing to Section 12.01(b)the contrary, in the event that Zxxxx or any holders of his Affiliates, Family Members, or Permitted Transferees more than fifty percent (collectively, the “Transferring Member”50%) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them (the "Selling Members") seeks to Transfer, in one or a bona fide Third Party purchaser series of related transactions, a majority of the outstanding Units of the Company to Unrelated Purchaser(s) (a “Co-Sale Transfer”), each Member (other than the Transferring Member) shall have the right to participate in such Co-Sale Transfer in the manner set forth in this Section 12.04."Disposition"): (ba) At least thirty (30) days prior to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each Each other Member (the “Notice Recipients”"Minority Unitholders") is hereby given the right and option, to be exercised in a writing delivered to the Selling Members within ten (10) business days after receiving written notice of such Transfer from the Selling Members (which notice shall contain the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number amount and class of Units proposed to be Transferred (Transferred, the “Transferred Units”)identity of the Transferee, (iii) the terms on which the Transfer is proposed cash purchase price thereforto be made, and (iv) the other material terms and conditions date of the proposed Co-Sale Transfer), including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)Unrelated Purchaser(s), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as applicable to the Transferring MemberSelling Members, such portion of their Units as the portion of the Units being Transferred by giving irrevocable the Selling Members bears to the entire number of Units owned prior thereto by the Selling Members (a "Proportionate Share"). The price per Unit at which the Minority Unitholders may participate shall take into account differences in Capital Accounts attributable to the Units and shall be determined as follows: (a) the value of the Company shall be calculated by determining the Company value necessary to provide the Selling Member an amount equal to the amount paid for the Transferred Units in the Disposition if the Company were liquidated in accordance with Article IX; and (b) each Unit shall be valued at the amount the holder of such Unit would receive attributable to such Unit if the Company was sold for the amount calculated in clause (a) and the Company was liquidated in accordance with Article IX. Notwithstanding anything contained in this Section 7.6 to the contrary, in no event shall Xxxxxxxxxxx'x Proportionate Share be less than what he would otherwise receive pursuant to a Put/Call Notice delivered pursuant to Section 7.5, above, appropriately prorated in the event less than all of Xxxxxxxxxxx'x Units are Transferred pursuant to this Section 7.6. (b) In the event any Member declines to exercise his, her or its rights as provided in Section 7.6(a), above, the Selling Members are hereby given the right and option, to be exercised by written notice (the “Co-Sale Notice”to such declining Member(s) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) business days after the expiration of the Co-Sale Periodoption set forth in Section 7.6(a), notify each Co-Sale Participant as above, to require the declining Member(s) to Transfer to the number of Units of such Co-Sale Participant to be included in Unrelated Purchaser(s), on the sale pursuant same terms and conditions as applicable to the above allocation. (e) Each Co-Sale Participant shall deliver to the Transferring Member Selling Members, a Proportionate Share at the closing of purchase price determined using the Co-Sale Transfer any agreements or other documents reasonably required from such Co-Sale Participant method set forth in Section 7.6(a), above. A failure by the Unrelated Purchaser(s) to consummate such sale, against payment Transfer of the aggregate purchase price therefor by wire transfer Units of immediately available funds. (f) In connection each of the other Members simultaneously with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received sale by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and Selling Members on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04required pursuant to the foregoing, above, shall prohibit the Selling Members from Transferring any Units to such Unrelated Purchaser(s).

Right of Co-Sale. a. If any Significant Shareholder, as defined in Section 10(h) herein (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b"Transferring Shareholder"), proposes to transfer, sell or assign in the event that Zxxxx or any of his Affiliatesa Covered Transaction, Family Membersas defined in Section 10(e) herein, or Permitted Transferees (collectively, a "Transfer") shares of Stock of the “Transferring Member”Company (the "Offered Stock") proposes to Transfer any person or persons (other than to a Permitted Transfereean Affiliate, as defined in Section 10(f) all or a portion herein), such Transferring Shareholder shall notify each of the Units held other Significant Shareholders in writing (the "Transfer Notice") of such proposed Transfer and its terms and conditions at least 20 days prior to such transfer. Upon receipt of a Transfer Notice, such other Significant Shareholders may elect to participate in the proposed Transfer by them delivering written notice to a bona fide Third Party purchaser (a “Co-Sale Transfer”), each Member (other than the Transferring Member) Shareholder within 15 days of the date of receipt of such Transfer Notice stating the number of shares of Stock that such Significant Shareholder desires to sell. b. Each such Significant Shareholder who has elected to participate in the proposed transfer shall have the right to participate in such (the "Right of Co-Sale Transfer in the manner set forth in this Section 12.04. (bSale") At least thirty (30) days prior to sell to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”transferee(s), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed as a condition to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed such Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07)Shareholder, at the same price per share of Stock and on the same terms and conditions as the Transferring Member, by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of are specified in the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubtNotice, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units shares of Stock of the Company equal to (its "Pro Rata Share") the product of (x) the number of shares of Offered Stock times (y) the quotient obtained by dividing (i) the number of Transferred Units shares of Stock (on a fully-diluted basis) owned by such Significant Shareholder, by (ii) the number of shares of Stock (on a fully-diluted basis) of the Company owned by all Significant Shareholders, including the Transferring Shareholder, who have elected to be Transferred participate in the proposed Transfer, immediately prior to the Transfer of the Offered Stock to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”transferee(s). The Transferring Shareholder will be entitled to sell in the proposed Transferee Transfer the balance of Transferred Units will the Offered Stock proposed to be so sold. If such other Significant Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of such Significant Shareholders in any proposed Transfer and shall not be obligated Transfer any shares of the capital stock of the Company to purchase a number such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of Units exceeding that set forth such Significant Shareholders on the terms specified in the Transfer Notice Notice. Any Significant Shareholder electing to participate in such proposed Transfer shall execute and deliver a definitive purchase agreement with the proposed transferee in substantially the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred form executed by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basisShareholder. The Subject to the foregoing, the Transferring Member shallShareholder may, within five (5) 45 days after the expiration of the Co15-Sale Period, notify each Co-Sale Participant as day period referred to above (provided that such time period may be extended by the number of Units days required to obtain any necessary regulatory approvals for the Transfer, but not to exceed 135 days in total), transfer the Offered Stock (reduced by the number of such Co-Sale Participant shares of Stock with respect to be included which the other Significant Shareholders have elected to participate, if any) to the transferee(s) identified in the sale pursuant to Transfer Notice at a price and on the above allocation. (e) Each Co-Sale Participant shall deliver terms no more favorable to the Transferring Member at Shareholder than specified in the closing Transfer Notice. However, if such Transfer is not consummated within such 45-day, or extended period, the Transferring Shareholder shall not Transfer any shares of the Co-Sale Offered Stock as have not been purchased within such period without again complying with all of the provisions of this Section 10. Notwithstanding the foregoing and irrespective of whether a Transfer Notice has been delivered to other Significant Shareholders, a Transferring Shareholder shall have no obligation to consummate a proposed Transfer, it being understood that any agreements such decision shall be made by the Transferring Shareholder in its sole discretion, subject to the other Significant Shareholders' right to participate in any Transfer the Transferring Shareholder elects to consummate, to the extent provided herein. c. Any attempt by a Transferring Shareholder to transfer shares of Stock in violation of this Section 10 shall be void and the Company agrees that it will (a) not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Stock, or (b) treat as owner of such Stock, or accord the right to vote or pay dividends to any such transferee to whom Stock may have been so transferred, without the unanimous consent of the other documents reasonably required Significant Shareholders. d. If a Transferring Shareholder transfers any Stock in contravention of this Section 10 (a "Prohibited Transfer"), or if the Company has effected such Transfer and is treating the transferee as a Shareholder, the relevant Significant Shareholder may, if it delivers a Put Notice as provided below, require such Transferring Shareholder to purchase from such Co-Sale Participant Significant Shareholder, for cash or such other consideration as the Transferring Shareholder received in the Prohibited Transfer, that number of shares of Stock having a purchase price equal to consummate such sale, against payment of the aggregate purchase price therefor by wire transfer such Significant Shareholder would have received in the closing of immediately available funds. (f) In connection with a such Prohibited Transfer if such Significant Shareholder had exercised and been able to consummate such Significant Shareholder's Right of Co-Sale Transfer, each Co-Sale Participant with respect thereto (the Significant Shareholder's "Put Right"). A Significant Shareholder may exercise such Significant Shareholder's Put Right by delivery of written notice to the Transferring Shareholder and the Company (a "Put Notice") within the earlier of (i) shall agree to ten days after such Significant Shareholder becomes aware of the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and Prohibited Transfer or (ii) shall bear only its pro rata portion (based on 24 months after the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Prohibited Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) . The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate Transferring Shareholder under such sale shall be treated as a violation Significant Shareholder's Put Right will occur within seven days after the date of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04Significant Shareholder's Put Notice.

Right of Co-Sale. (a) Until If the completion Company and/or the Eligible Members do not purchase all of (and other than the Transfer Units pursuant to) an Initial Public Offering, and subject to Section 12.01(b)10.3, in the event that Zxxxx or any of his Affiliates, Family Members, or Permitted Transferees (collectively, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”), each Member (other than the Transferring Member) shall have the right to participate in such Co-Sale Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) days after the expiration of the Eligible Member Acceptance Period, shall deliver to each Eligible Member, with a copy to the Company, a written notice (the “Co-Sale Period, notify Notice”) that each such Eligible Member shall have the right (the “Co-Sale Participant as Right”), in accordance with the terms and conditions set forth in this Agreement, to participate with the Transferring Member in the Transfer of the Remaining Transfer Units not purchased by the Eligible Members pursuant to the provisions of Section 10.3 hereof (the “Available Units”) on the terms and conditions set forth in the Transfer Notice described above and in accordance with this Section 10.4. The Co-Sale Notice shall set forth the date of closing of the proposed sale of the Available Units by the Transferring Member to the Proposed Transferee, which date shall not be earlier than ten (10) days and not later than thirty (30) days following the date on which the Co-Sale Notice is given. To the extent one or more of the Eligible Members exercise their Co-Sale Right, the number of Available Units that the Transferring Member may sell to the Proposed Transferee shall be correspondingly reduced. (b) If an Eligible Member desires to exercise its Co-Sale Right, such Eligible Member shall give written notice (the “Inclusion Notice”) to the Transferring Member, with a copy to the Company, within five (5) days after the Co-Sale Notice is given (the “Co-Sale Election Period”). The Inclusion Notice shall indicate the number of Units such Eligible Member wishes to sell under its Co-Sale Right up to the number of Available Units. The maximum number of Units of such that each Eligible Member may sell under its Co-Sale Participant Right shall be equal to be included in the product obtained by multiplying (i) the aggregate number of Available Units covered by the Co-Sale Notice by (ii) a fraction, the numerator of which is the number of outstanding Units owned by such Eligible Member on the Transfer Notice Date and the denominator of which is the total number of outstanding Units owned by the Transferring Member and all other Eligible Members (such Units with respect to each Eligible Member, the “Co-Sale Right Units”). Any Eligible Member that delivers an Inclusion Notice to the Transferring Member, with a copy to the Company, within the Co-Sale Election Period is referred to hereinafter as a “Co-Sale Participant.” (c) At the closing of the sale pursuant of Available Units by the Transferring Member to the above allocation. (e) Each Proposed Transferee, each Co-Sale Participant shall deliver to the Transferring Member at Proposed Transferee satisfactory evidence from the closing of the Co-Sale Transfer any agreements or other documents reasonably required from Company and such Co-Sale Participant to consummate such sale, against payment in accordance with the provisions of this Agreement of the aggregate number of Co-Sale Right Units which such Co-Sale Participant has elected to sell. Upon receipt of such evidence, and concurrently with the purchase price therefor of Available Units from the Transferring Member, the Proposed Transferee shall remit to each Co-Sale Participant, by wire transfer of immediately available funds. funds (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature other means acceptable to such Co-Sale Participant. (g) The closing of ), the total Transfer Purchase Price with respect to the Co-Sale Right Units (which total Transfer Purchase Price, with respect to each Co-Sale Participant, shall be held equal to the product of the number of Co-Sale Right Units that such Co-Sale Participant has elected to sell and the Transfer Purchase Price Per Unit). To the extent that any Proposed Transferee refuses to purchase Co-Sale Right Unite from a Co-Sale Participant, the Transferring Member shall not sell to such Proposed Transferee any Available Units unless and until, simultaneously at with such place sale, such Transferring Member purchases the Co-Sale Right Units from the Co-Sale Participant on the same terms and conditions specified in the Transfer Notice. (d) In the event that no Eligible Member exercises its Co-Sale Right, then the Transferring Member may Transfer all of the Available Units to the Proposed Transferee on such date as determined the terms and conditions set forth in the Transfer Notice. Any proposed Transfer on terms and conditions materially more favorable to the Proposed Transferee than those described in the Transfer Notice shall again be subject to the rights of first refusal and co-sale described herein and shall require compliance by a Transferring Member with the procedures described herein in connection therewith. (e) Neither the Transfer of Available Units by the Transferring Member and nor the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration Transfer of the Co-Sale Period. If within sixty (60) days (or Right Units by an Eligible Member shall be effective unless, contemporaneously with such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale PeriodTransfer, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewithProposed Transferee executes a counterpart to this Agreement, the sale thereby agreeing to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to bound by all the terms and conditions of this Agreement. (f) As a condition precedent to any Transfer pursuant to this Section 12.0410.04, the Proposed Transferee shall become a party to this Agreement as a Member by executing a Joinder Agreement hereto in form and substance satisfactory to the Company.

Right of Co-Sale. (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b), in In the event that Zxxxx of a proposed Transfer of Company Shares or any of his AffiliatesBank Shares by Company One, Family Members, by Itaú Parent or its Permitted Transferees (collectively, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale TransferShareholder”), each Member (other than the Transferring Member) Company Two, Corp Group Parent and their Permitted Transferees shall have the right to participate in such Co-Sale the Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior 3.4. Prior to the proposed date of consummation of any such Co-Sale Transfer, the Transferring Member Shareholder shall deliver to the Company and each other Member (the “Notice Recipients”) a Corp Group Parent prompt written notice (the “Transfer Notice”)) stating, setting forth to the extent applicable, (i) the name of the proposed Transferee, (ii) the number of Units Company Shares or Bank Shares, as the case may be, proposed to be Transferred (the “Transferred UnitsShares”), (iii) the proposed cash purchase price therefortherefor (the “Tag-Along Price”), including a description of any non-cash consideration in sufficient detail and (iv) the any other material terms and conditions of the proposed Co-Sale Transfer, including the proposed date for entering into a definitive agreement with respect to such Transfer date(which may not be less than thirty (30) days after delivery of the Transfer Notice). Such notice The Transfer Notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred UnitsShares and copies of all transaction documents relating to the proposed Transfer. (cb) The Transferring Member On or prior to the thirtieth day following receipt of the Transfer Notice, Corp Group Parent, Company Two and their Permitted Transferees may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability elect to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer Transferee up to the proposed Transferee identified in the Transfer Notice a number of Units up to Company Shares or Bank Shares, at Corp Group Parent’s option in its Co-Sale Portion (calculated sole discretion, in each case determined in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, 3.4(c) by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state Shareholder stating that such participating Notice Recipient (a “Co-Sale Participant”) Corp Group Parent elects to exercise its rights right of co-sale under this Section 12.04 3.4 and shall state the maximum number of Units Company Shares or Bank Shares, as the case may be, sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (dc) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units Shares will not be obligated to purchase a number of Units Company Shares or Bank Shares, as the case may be, exceeding that set forth in the Transfer Notice Notice, and in the event such Transferee elects to purchase less than all of the additional Units total Company Shares and/or Bank Shares sought to be Transferred by Corp Group Parent, Company Two, their Permitted Transferees and the Co-Sale ParticipantsTransferring Shareholder, Corp Group Parent, Company Two and their Permitted Transferees shall be entitled to Transfer to the proposed Transferee a number of Company Shares or Bank Shares, as applicable, equal to, in the case of Bank Shares, (i) the total number of Transferred Shares that are Bank Shares set forth in the Transfer Notice multiplied by (ii) a fraction, (A) the numerator of which is the total number of Bank Shares held collectively by Company Two, Corp Group Parent and its Permitted Transferees and (B) the denominator of which is the total number of Bank Shares held collectively by the Companies, Corp Group Parent, Itaú Parent and their Permitted Transferees, and in the case of the Company Shares, a number of Company Shares calculated on the basis of the number of Units Bank Shares underlying the Company Shares based on the applicable Exchange Ratios. In order to be Transferred by entitled to exercise its right to sell Company Shares or Bank Shares, as the case may be, to the proposed Transferee pursuant to this Section 3.4, Corp Group Parent, Company Two and their Permitted Transferees must agree to make to the proposed Transferee the same representations, warranties, covenants, indemnities and other agreements as the Transferring Member Shareholder agrees to make in connection with the proposed Transfer; provided that (i) any representations, warranties, covenants, indemnities and each such Co-Sale Participant other agreements shall be reduced on a made severally and not jointly and (ii) Corp Group Parent, Company Two and their Permitted Transferees will be responsible for their pro rata basisshare of any escrow or holdback arrangement. The Transferring Member shallShareholder and Corp Group Parent, within five (5) days after the expiration Company Two and their Permitted Transferees shall be responsible for their respective share of the Co-Sale Period, notify each Co-Sale Participant as costs of the proposed Transfer of Company Shares or Bank Shares based on the gross proceeds received or to be received in such proposed Transfer to the number of Units of such Co-Sale Participant extent not paid or reimbursed by the proposed Transferee. (d) If Corp Group Parent elects to be included in the sale Transfer Bank Shares pursuant to this Section 3.4, and such Transfer is not made through a tender offer launched by the above allocationproposed Transferee, Company Two, Corp Group Parent or their Permitted Transferees, as the case may be, shall place an order on the Xxxxxxxx Stock Exchange to sell its respective Transferred Shares, and the proposed Transferee shall place an order to buy such Transferred Shares at a price not less than the Tag-Along Price; provided that (1) any such sale of Bank Shares shall be implemented through one of the mechanisms available on the Xxxxxxxx Stock Exchange that only allows block sales (and, if both Company One, Itaú Parent and/or their Permitted Transferees, on the one hand, and Company Two, Corp Group Parent and their Permitted Transferees, on the other hand, have elected to sell Bank Shares through the Xxxxxxxx Stock Exchange, all such sales shall be combined as a single block sale) and (2) if, as a result of the competitive bidding procedures of the Xxxxxxxx Stock Exchange, the Bank Shares sold by Company Two, Corp Group Parent and/or their Permitted Transferees pursuant to this Section 3.4 are unexpectedly sold over the Xxxxxxxx Stock Exchange to a Third Party other than the proposed Transferee, then the Transferring Shareholder and proposed Transferee shall have no further obligations under this Section 3.4 with respect to the Transferred Shares held by Company Two, Corp Group Parent and/or their Permitted Transferees. (e) Each CoCorp Group Parent, if exercising its right of co-Sale Participant shall deliver sale hereunder through the sale of Company Shares, agrees to participate in the Transfer by delivering to the Transferring Member Shareholder at the closing of the Co-Sale Transfer any agreements of such Transferring Shareholder’s Transferred Shares to the Transferee, certificates representing the Transferred Shares to be Transferred by Corp Group Parent, duly endorsed for Transfer or other documents reasonably required from such Co-Sale Participant to consummate such saleaccompanied by stock powers duly executed, in either case executed in blank or in favor of the applicable purchaser, or the corresponding executed traspasos, as applicable, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree Transfers to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) Permitted Transferees of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which Itaú Parent shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed co-sale to such proposed Transferee, subject to the terms and conditions of rights provided by this Section 12.043.4.

Right of Co-Sale. (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b), in In the event that Zxxxx of a proposed Transfer of Company Shares or any of his AffiliatesBank Shares by Company One, Family Members, by Itaú Parent or its Permitted Transferees (collectively, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale TransferShareholder”), each Member (other than the Transferring Member) Company Two, Corp Group Parent and its Permitted Transferees shall have the right to participate in such Co-Sale the Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior 3.4. Prior to the proposed date of consummation of any such Co-Sale Transfer, the Transferring Member Shareholder shall deliver to the Company and each other Member (the “Notice Recipients”) a Corp Group Parent prompt written notice (the “Transfer Notice”)) stating, setting forth to the extent applicable, (i) the name of the proposed Transferee, (ii) the number of Units Company Shares or Bank Shares, as the case may be, proposed to be Transferred (the “Transferred UnitsShares”), (iii) the proposed cash purchase price therefortherefor (the “Tag-Along Price”), including a description of any non-cash consideration in sufficient detail and (iv) the any other material terms and conditions of the proposed Co-Sale Transfer, including the proposed date for entering into a definitive agreement with respect to such Transfer date(which may not be less than thirty (30) days after delivery of the Transfer Notice). Such notice The Transfer Notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred UnitsShares and copies of all transaction documents relating to the proposed Transfer. (cb) The Transferring Member On or prior to the thirtieth day following receipt of the Transfer Notice, Corp Group Parent, Company Two and their Permitted Transferees may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability elect to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer Transferee up to the proposed Transferee identified in the Transfer Notice a number of Units up to Company Shares or Bank Shares, at Corp Group Parent’s option in its Co-Sale Portion (calculated sole discretion, in each case determined in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, 3.4(c) by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state Shareholder stating that such participating Notice Recipient (a “Co-Sale Participant”) Corp Group Parent elects to exercise its rights right of co-sale under this Section 12.04 3.4 and shall state the maximum number of Units Company Shares or Bank Shares, as the case may be, sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (dc) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units Shares will not be obligated to purchase a number of Units Company Shares or Bank Shares, as the case may be, exceeding that set forth in the Transfer Notice Notice, and in the event such Transferee elects to purchase less than all of the additional Units total Company Shares and/or Bank Shares sought to be Transferred by Corp Group Parent, Company Two, their Permitted Transferees and the Co-Sale ParticipantsTransferring Shareholder, Corp Group Parent, Company Two and their Permitted Transferees shall be entitled to Transfer to the proposed Transferee a number of Company Shares or Bank Shares, as applicable, equal to, in the case of Bank Shares, (i) the total number of Transferred Shares that are Bank Shares set forth in the Transfer Notice multiplied by (ii) a fraction, (A) the numerator of which is the total number of Bank Shares held by Company Two, and (B) the denominator of which is the total number of Bank Shares held by the Companies, and in the case of the Company Shares, a number of Company Shares calculated on the basis of the number of Units Bank Shares underlying the Company Shares based on the applicable Exchange Ratios. In order to be Transferred by entitled to exercise its right to sell Company Shares or Bank Shares, as the case may be, to the proposed Transferee pursuant to this Section 3.4, Corp Group Parent, Company Two and their Permitted Transferees must agree to make to the proposed Transferee the same representations, warranties, covenants, indemnities and other agreements as the Transferring Member Shareholder agrees to make in connection with the proposed Transfer; provided that (i) any representations, warranties, covenants, indemnities and each such Co-Sale Participant other agreements shall be reduced on a made severally and not jointly and (ii) Corp Group Parent, Company Two and their Permitted Transferees will be responsible for their pro rata basisshare of any escrow or holdback arrangement. The Transferring Member shallShareholder and Corp Group Parent, within five (5) days after the expiration Company Two and their Permitted Transferees shall be responsible for their respective share of the Co-Sale Period, notify each Co-Sale Participant as costs of the proposed Transfer of Company Shares or Bank Shares based on the gross proceeds received or to be received in such proposed Transfer to the number of Units of such Co-Sale Participant extent not paid or reimbursed by the proposed Transferee. (d) If Corp Group Parent elects to be included in the sale Transfer Bank Shares pursuant to this Section 3.4, and such Transfer is not made through a tender offer launched by the above allocationproposed Transferee, Company Two shall place an order on the Sxxxxxxx Stock Exchange to sell its respective Transferred Shares, and the proposed Transferee shall place an order to buy such Transferred Shares at a price not less than the Tag-Along Price; provided that (1) any such sale of Bank Shares shall be implemented through one of the mechanisms available on the Sxxxxxxx Stock Exchange that only allows block sales (and, if both Company One and Company Two have elected to sell Bank Shares through the Sxxxxxxx Stock Exchange, all such sales shall be combined as a single block sale) and (2) if, as a result of the competitive bidding procedures of the Sxxxxxxx Stock Exchange, the Bank Shares sold by Company Two pursuant to this Section 3.4 are unexpectedly sold over the Sxxxxxxx Stock Exchange to a Third Party other than the proposed Transferee, then the Transferring Shareholder and proposed Transferee shall have no further obligations under this Section 3.4 with respect to the Transferred Shares held by Company Two. (e) Each CoCorp Group Parent, if exercising its right of co-Sale Participant shall deliver sale hereunder through the sale of Company Shares, agrees to participate in the Transfer by delivering to the Transferring Member Shareholder at the closing of the Co-Sale Transfer any agreements of such Transferring Shareholder’s Transferred Shares to the Transferee, certificates representing the Transferred Shares to be Transferred by Corp Group Parent, duly endorsed for Transfer or other documents reasonably required from such Co-Sale Participant to consummate such saleaccompanied by stock powers duly executed, in either case executed in blank or in favor of the applicable purchaser, or the corresponding executed traspasos, as applicable, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree Transfers to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) Permitted Transferees of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which Itaú Parent shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed co-sale to such proposed Transferee, subject to the terms and conditions of rights provided by this Section 12.043.4.

Right of Co-Sale. (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b), in the event that Zxxxx or If there is any of his Affiliates, Family Members, or Permitted Transferees (collectivelyRemaining Interest, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”), each Member (other than the Transferring Member) shall have the right to participate in such Co-Sale Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member transferring Person shall, within five (5) days after following its receipt of the expiration Remaining Interest Notice, confirm in writing to the LLC and to each of the Qualified Holders the transferring Person’s bona fide intention to sell or transfer the Remaining Interest to the third- party described in the Transfer Notice (the “Reconfirmation Notice”). Each Qualified Holder may give notice in writing to the transferring Person within ten (IO) days following the giving of the Reconfirmation Notice that it will sell a pro rata portion of Units to such third party (such Qualified Holder being a “Co-Seller”). In the event a Co- Seller exercises its right of co-sale hereunder, the transferring Person shall assign so much of its interest in the proposed agreement of sale as the Co-Sale PeriodSeller shall be entitled to and shall request hereunder, notify and the Co-Seller shall assume such part of the obligations of the Selling Unitholder under such agreement as shall relate to the sale of Units by the Co-Seller. The transferring Person and each Co-Sale Participant Seller shall be entitled to sell to the third-person a number of Units as is equal to the product of (X) the number of Units in the Remaining Interest and (Y) a fraction, the numerator of which shall be the number of Units owned by the transferring Person or such Co-Sale Participant to Seller (as the case may be) and the denominator of which shall be included in the sale pursuant to the above allocation. (e) Each Co-Sale Participant shall deliver to the Transferring Member at the closing of the Co-Sale Transfer any agreements or other documents reasonably required from such Co-Sale Participant to consummate such sale, against payment of the aggregate purchase price therefor by wire transfer number of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received Units then held by the Transferring Member transferring Person and all Co-Sale Participants) of (A) Sellers. A failure by a Qualified Holder to give any notice within the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer applicable period shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary deemed to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration be a notice of the Conon-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04exercise.

Right of Co-Sale. (a) Until the completion of (and other than pursuant to) an Initial Public Offering, and subject to Section 12.01(b), in In the event that Zxxxx or any of his Affiliates, Family Members, or Permitted Transferees (collectively, the “Transferring Member”) proposes a proposed Transfer of an Interest to Transfer (other than to a Person who is not a Permitted Transferee) all or a portion , to the extent the Interest proposed to be transferred is not purchased by the LLC pursuant to its right of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”)first refusal described in Section 7.7, each other Member (other than the Transferring Member) shall have the right to participate in such Co-Sale the Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement7.8. Each Notice Recipient such nontransferring Member may Transfer to the proposed Transferee transferee identified in the Transfer Notice a number pro rata share (defined below) of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring such nontransferring Member, 's Interest by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) Manager and to the Transferring transferring Member within the 30‑day thirty (30) day period after the delivery of the Transfer Notice (the “Co-Sale Period”specified in Section 7.7(f). The Co-Sale Notice , which notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) the Member elects to exercise its rights of co-sale under this Section 12.04 7.8. A notice of exercise of a Member's right of first refusal under Section 7.7(f) and a notice of exercise of a Member's rights of co-sale hereunder shall state be mutually exclusive and the maximum number of Units sought to first such notice given shall be Transferredbinding and irrevocable. For the avoidance of doubt, a Notice Recipient Each nontransferring Member shall be deemed to have waived its right to participate in the Coof co-Sale Transfer sale hereunder either if it fails to deliver a Co-Sale Notice before give notice within the expiration prescribed time period or if such Member gives notice exercising its right of first refusal pursuant to Section 7.7(f). A nontransferring Member's pro rata share for this purpose shall equal that portion of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a nontransferring Member's Interest represented by that number of Transferred Units equal to the product of (i) obtained by multiplying the number of Transferred Units to be Transferred to that are the subject of the proposed Transferee and (ii) a fraction (A) Transfer by fraction, the numerator of which is the number of Units beneficially owned then held by such Co-Sale Participant as of the applicable Transfer date nontransferring Member, and (B) the denominator of which is the total number of Units beneficially owned then held by all persons entitled to this right of co-sale plus the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that set forth in represented by the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought Interests proposed to be Transferred by the Cotransferring Member. Insofar as possible this right of co-Sale Participants, the number of sale shall apply to Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) days after the expiration of the Co-Sale Period, notify each Co-Sale Participant same class or classes as the Units subject to the Transfer Notice. If any Member desiring to exercise its rights of co-sale hereunder does not have a sufficient number of Units of the same class as the Units subject to the Transfer Notice, such CoMember may substitute Units of another class so long as such class ranks senior in liquidation to the class of Units subject to the Transfer Notice. In the event the proposed Transfer is of Class B Units and a Person wishing to exercise its rights of co-Sale Participant to be included sale hereunder does not have sufficient Class B Units, but has Class A Units, such Person may convert a sufficient portion of such Class A Units into Class B Units on the same basis as in the case of a Common Stock Corporate Conversion so as to enable such Person to exercise its rights of co-sale pursuant to the above allocation. (e) Each Co-Sale Participant shall deliver to the Transferring Member at the closing without surrendering such Person's accrued Preferred Return as of the Co-Sale Transfer any agreements date of such conversion or other documents reasonably required from such Co-Sale Participant to consummate such sale, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (Preferred Return which shall not exceed the proceeds received by accrue on such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause Person's remaining Class A Units (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Lawremaining accrued Preferred Return) after the expiration exercise of the Corights of co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04sale.

Right of Co-Sale. SALE BY P. CXXX - XALE OF 10% MINORITY INTEREST. (1) In the event (a) Until P. Cxxx xxxhes to sell Equity Securities representing in the completion aggregate in any transaction or series of transactions with the same or related parties during the term of this Agreement, either directly or indirectly, greater than five percent (and other 5%) of the Equity Securities then held by P. Cxxx xx (b) any Shareholder wishes to sell a number of Equity Securities representing more than 10% of the Equity Securities then outstanding (P. Cxxx xx such Shareholder, as the case may be, for the purposes of this Section, the "OFFEROR") pursuant toto an offer (for the purposes of this Section, an "OFFER") an Initial Public Offering, and subject from any person (whether or not a party to Section 12.01(bthis Agreement) (the "PURCHASER"), then, in addition to any other rights an Investor may have under this Agreement, each of the event that Zxxxx or any other Investors (for the purposes of his Affiliates, Family Members, or Permitted Transferees (collectivelythis Section, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”), each Member (other than the Transferring Member"OFFEREES") shall have the right to participate in sell all or a portion of their Equity Securities, upon the same such Co-Sale Transfer in terms and at the manner same price to the Purchaser on the terms set forth in this Section 12.045.8. (b2) At least thirty (30) days prior The Offeror shall give to the proposed date Offerees notice in writing (for the purposes of consummation of such Co-Sale Transferthis Section, the Transferring Member shall deliver to the Company "NOTICE OF OFFER") setting out and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name certifying all of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the Offer (including without limitation the credit terms, if any, provided that where credit is involved, a cash equivalent alternative shall also be specified), the Equity Securities which are the subject of the Offer (for the purposes of this Section, the "OFFERED SECURITIES"), the identity of the Purchaser and a representation, warranty and covenant that no compensation other than as stated in the Notice of Offer will be received, directly or indirectly, by the Offeror or its affiliates and/or associates by reason of the transaction or series of transactions represented by the Notice of Offer. (3) Each of the Offerees shall have 15 days following the giving of the Notice of Offer to give the Offeror written notice (the "COATTAIL NOTICE") specifying the number of Equity Securities held by such Offeree it wishes to sell pursuant to the Offer. (4) The Offeror shall then use his best efforts to induce the Purchaser to purchase, in addition to the Equity Securities of the Offeror proposed Co-Sale Transferto be sold, including all of the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer Equity Securities specified in the Coattail Notice(s) which are received within 15 days from the proposed Transferee date of the Notice of Offer. (5) If the Purchaser agrees to purchase the Transferred UnitsEquity Securities specified in the Coattail Notice(s) received within 15 days from the date of the Notice of Offer in the Offer, then the Offer shall be deemed to include the Equity Securities specified in the Coattail Notice(s) and the Equity Securities specified in the Coattail Notice(s) may be sold under such Offer, provided that the Offeror has not received a Notice pursuant to Section 5.4(3) or 5.6 for all of the Offered Securities. If the Offeror has received a Notice for all of the Offered Securities pursuant to Section 5.4(3) or 5.6, then the Coattail Notices shall be null and void. (c6) The Transferring Member may If the Purchaser does not consummate such Co-Sale Transfer without providing wish to purchase all of the Equity Securities made available by the Offeror and the Offerees, then each Offeree and the Offeror shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice Recipient of Offer, a portion of the ability to Transfer Equity Securities being sold to the proposed TransfereePurchaser, in the same proportion as such Offeror or Offeree's ownership of Equity Securities bears to the aggregate number of Equity Securities owned by the Offeror and the Offerees. (7) If the Offerees do not elect to sell the full number of Equity Securities which they are entitled to sell pursuant to this Section 5.8, the Offeror shall be entitled to sell to the Purchaser, according to the terms set forth in the Notice of Offer, that number of Equity Securities which equals the difference between the number of Equity Securities desired to be purchased by the Purchaser and the number of Equity Securities the Offerees are entitled to sell pursuant to Section 5.8(6). If the Offeror wishes to transfer any Equity Securities at a price per share or upon other terms which differ from those set forth in the Notice of Offer or more than 45 days after the expiration of the 15-day coattail period, then, as part of the same transaction with the Transferring Membera condition precedent to such transaction, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer Equity Securities must first be offered to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and Investors on the same terms and conditions as given the Transferring MemberOfferor, by giving irrevocable written notice (and in accordance with the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) procedures and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that time periods set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) days after the expiration of the Co-Sale Period, notify each Co-Sale Participant as to the number of Units of such Co-Sale Participant to be included in the sale pursuant to the above allocationabove. (e) Each Co-Sale Participant shall deliver to the Transferring Member at the closing of the Co-Sale Transfer any agreements or other documents reasonably required from such Co-Sale Participant to consummate such sale, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Co-Sale Participant. (g) The closing of the Co-Sale Transfer shall be held simultaneously at such place and on such date as determined by the Transferring Member and the proposed Transferee, but in no event later than sixty (60) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration of the Co-Sale Period. If within sixty (60) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration of the Co-Sale Period, the Transferring Member has not completed the disposition of its Units and those of the Co-Sale Participants in accordance herewith, the sale to the proposed Transferee shall be prohibited and any attempt to consummate such sale shall be treated as a violation of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04.

Right of Co-Sale. (a) Until If the completion Company and/or the Members do not purchase all of (and other than the Transfer Units pursuant to) an Initial Public Offering, and subject to Section 12.01(b)10.1, in the event that Zxxxx or any of his Affiliates, Family Members, or Permitted Transferees (collectively, the “Transferring Member”) proposes to Transfer (other than to a Permitted Transferee) all or a portion of the Units held by them to a bona fide Third Party purchaser (a “Co-Sale Transfer”), each Member (other than the Transferring Member) shall have the right to participate in such Co-Sale Transfer in the manner set forth in this Section 12.04. (b) At least thirty (30) days prior to the proposed date of consummation of such Co-Sale Transfer, the Transferring Member shall deliver to the Company and each other Member (the “Notice Recipients”) a written notice (the “Transfer Notice”), setting forth (i) the name of the proposed Transferee, (ii) the number of Units proposed to be Transferred (the “Transferred Units”), (iii) the proposed cash purchase price therefor, and (iv) the other material terms and conditions of the proposed Co-Sale Transfer, including the proposed Transfer date. Such notice shall be accompanied by a written bona fide offer from the proposed Transferee to purchase the Transferred Units. (c) The Transferring Member may not consummate such Co-Sale Transfer without providing to each Notice Recipient the ability to Transfer to the proposed Transferee, as part of the same transaction with the Transferring Member, the Units held by each such Notice Recipient in accordance with the terms of this Agreement. Each Notice Recipient may Transfer to the proposed Transferee identified in the Transfer Notice a number of Units up to its Co-Sale Portion (calculated in accordance with Section 12.04(d)), for the same form and amount of consideration per Unit to be received by the Transferring Member (subject to Section 12.07), and on the same terms and conditions as the Transferring Member, by giving irrevocable written notice (the “Co-Sale Notice”) to the Company (which shall forward such notice to the other Notice Recipients within five (5) days) and to the Transferring Member within the 30‑day period after the delivery of the Transfer Notice (the “Co-Sale Period”). The Co-Sale Notice shall state that such participating Notice Recipient (a “Co-Sale Participant”) elects to exercise its rights of co-sale under this Section 12.04 and shall state the maximum number of Units sought to be Transferred. For the avoidance of doubt, a Notice Recipient shall be deemed to have waived its right to participate in the Co-Sale Transfer if it fails to deliver a Co-Sale Notice before the expiration of the Co-Sale Period. (d) Each Co-Sale Participant shall be entitled to sell up to a number of Transferred Units equal to the product of (i) the number of Transferred Units to be Transferred to the proposed Transferee and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Co-Sale Participant as of the applicable Transfer date and (B) the denominator of which is the total number of Units beneficially owned by all of the Co-Sale Participants and the Transferring Member as of such date (the “Co-Sale Portion”). The proposed Transferee of Transferred Units will not be obligated to purchase a number of Units exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Units sought to be Transferred by the Co-Sale Participants, the number of Units to be Transferred by the Transferring Member and each such Co-Sale Participant shall be reduced on a pro rata basis. The Transferring Member shall, within five (5) days after the expiration of the Member Acceptance Period, shall deliver to each Member, with a copy to the Company, a written notice (the “Co- Sale Notice”) that each such Member shall have the right (the “Co-Sale PeriodRight”), notify each in accordance with the terms and conditions set forth in this Agreement, to participate with the Transferring Member in the Transfer of the Remaining Transfer Units not purchased by the Members pursuant to the provisions of Section 10.1 hereof (the “Available Units”) on the terms and conditions set forth in the Transfer Notice described above and in accordance with this Section 10.2. The Co-Sale Participant as Notice shall set forth the date of closing of the proposed sale of the Available Units by the Transferring Member to the number of Units of such Proposed Transferee, which date shall not be earlier than ten (10) days and not later than thirty (30) days following the date on which the Co-Sale Participant to be included in Notice is given. To the sale pursuant extent one or more of the Members exercise their Co-Sale Right, the amount of Available Units that the Transferring Member may sell to the above allocationProposed Transferee shall be correspondingly reduced. (eb) Each If a Member desires to exercise its Co-Sale Right, such Member shall give written notice (the “Inclusion Notice”) to the Transferring Member, with a copy to the Company, within five (5) days after the Co-Sale Notice is given (the “Co-Sale Election Period”). The Inclusion Notice shall indicate the Units such Member wishes to sell under its Co-Sale Right. The maximum Units such Member may sell under its Co-Sale Right shall be equal to the product obtained by multiplying (i) the aggregate Available Units covered by the Co-Sale Notice by (ii) a fraction, the numerator of which is the Units owned by such Member on the Transfer Notice Date and the denominator of which the total Units owned by the Transferring Member and all other Members (such Units with respect to each Member, the “Co-Sale Right Units”). Any Member that delivers an Inclusion Notice to the Transferring Member, with a copy to the Company, within the Co-Sale Election Period is referred to hereinafter as a “Co-Sale Participant.” The remaining Available Units for sale by the Transferring Member after any Members have delivered Inclusion Notices are referred to herein as “Sellable Units.” (c) The Transferring Member shall close the sale of any Sellable Units within twenty (20) days of the end of the Co-Sale Election Period. At such closing, each Co-Sale Participant shall deliver to the Transferring Member at the closing Proposed Transferee reasonably satisfactory evidence of the Co-Sale Transfer any agreements or other documents reasonably required Right Units which such Co- Sale Participant has elected to sell. Upon receipt of such evidence, and concurrently with the purchase of Available Units from such the Transferring Member, the Proposed Transferee shall remit to each Co-Sale Participant to consummate such saleParticipant, against payment of the aggregate purchase price therefor by wire transfer of immediately available funds. funds (f) In connection with a Co-Sale Transfer, each Co-Sale Participant (i) shall agree to the same representations, warranties, covenants, indemnities and agreements as the Transferring Member, and (ii) shall bear only its pro rata portion (based on the proceeds received by such Co-Sale Participant in the Co-Sale Transfer as compared to the proceeds received by the Transferring Member and all Co-Sale Participants) of (A) the fees and expenses incurred by the Company and the Transferring Member in connection with the Co-Sale Transfer, and (B) any indemnification obligations with respect to representations, warranties and covenants of the Company (which shall not exceed the proceeds received by such Co-Sale Participant in the Co-Sale Transfer); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature other means acceptable to such Co-Sale Participant. ), the total purchase price with respect to the Co-Sale Right Units (g) The closing which total purchase price, with respect to each Co-Sale Participant, shall be equal to the product of the Co-Sale Right Units that such Co-Sale Participant has elected to sell and the Transfer shall be held simultaneously at such place and on such date as determined by Purchase Price). To the extent that any Proposed Transferee refuses to purchase Co-Sale Right Units from a Co-Sale Participant, the Transferring Member shall not sell to such Proposed Transferee any Available Units unless and until, simultaneously with such sale, such Transferring Member purchases the proposed TransfereeCo-Sale Right Units from the Co-Sale Participant on the same terms and conditions specified in the Transfer Notice. (d) In the event that no Member exercises its Co-Sale Right, but then subject to Article 9, the Transferring Member may Transfer all of the Available Units to the Proposed Transferee on the terms and conditions set forth in no event later than sixty the Transfer Notice within twenty (6020) days (with such period being automatically extended as necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after expiration the end of the Co-Sale Election Period. If within sixty Any proposed Transfer more than twenty (6020) days (or such longer period as may be necessary to obtain all required approvals from any Governmental Authorities under applicable Law) after the expiration end of the Co-Sale Period, Election Period or on terms and conditions materially more favorable to the Proposed Transferee than those described in the Transfer Notice shall again be subject to the rights of first refusal and co-sale described herein and shall require compliance by a Transferring Member with the procedures described herein in connection therewith. (e) Neither the Transfer of Available Units by the Transferring Member has not completed nor the disposition Transfer of its Units and those of the Co-Sale Participants in accordance herewithRight Units by a Member shall be effective unless, contemporaneously with such Transfer, the sale Proposed Transferee executes a counterpart to the proposed Transferee shall this Agreement, thereby agreeing to be prohibited and any attempt to consummate such sale shall be treated as a violation bound by all of Section 12.01 and shall be subject to Section 12.02; provided, however, that nothing shall prevent the Transferring Member from seeking to consummate another proposed sale to such proposed Transferee, subject to the terms and conditions of this Section 12.04Agreement.