Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. Except for an Underwritten Offering or Authorized Transfers of any securities of the Company ("Securities"), if any of Ellmxx, Xxiat or an individual then holding the office of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (each a "Covered Seller") intends to sell any Securities, such Covered Seller shall deliver a written notice (the "Co-sale Notice") to each Investor, at least 30 days prior to the proposed sale, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right to participate in such sale of Securities in the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities then held by such Covered Seller and proposed to be sold), pro rata with its then current holding of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller shall be reduced by the number of Securities such Investor elects to sell. If such Investor exercises such right, it shall bear its pro rata portion of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be deemed a declination of any right to participate in such sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of such

Right of Co-Sale. Except for an Underwritten Offering If InSight or Authorized Transfers of any securities of the Company ("Securities"), if any of Ellmxxits affiliates wish to sell, Xxiat transfer, assign or an individual then holding the office otherwise dispose of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (each a "Covered SellerTransfer") intends any of their shares of Preferred Stock or any interest therein other than to sell any Securitiesan affilitate, such Covered Seller including without limitation shares of Common Stock acquired upon conversion of the Preferred Stock (a "Preferred Interest"), InSight shall deliver a give at least 40 days prior written notice (the a "Co-sale Sale Notice") to each Investor, at least 30 days prior to the proposed saleMontxxxxxx Xxxities, which notice shall specify include the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right to participate in such sale of Securities in the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller proposed Transfer including the identity of each prospective transferee. The Montxxxxxx Xxxities may, within 20 30 days after of the receipt of the Co-sale Sale Notice. There upon, give written notice (a "Tag-Along Notice") to InSight that they or either of them wish to participate in such Investor shall have proposed Transfer and specifying the right to sell Securities number of shares of Preferred Stock or Common Stock (to the extent that GMJM has sold all of its interest in the original 509,012 shares of Common Stock held by it on the date of this Agreement) they desire to include in such proposed purchaser Transfer. The number of shares which may be included by the Montxxxxxx Xxxities shall be (i) up to the initial $2,000,000 of shares proposed to be Transferred (based upon the same terms purchase and conditions as sale price specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities then held by such Covered Seller and proposed to be soldSale Notice), pro rata with its then current holding of Common Stock, on a fullyand (ii) up to one-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, third of the Covered Seller immediately prior total number of shares subject to such salethe Tag-Along Notice over and above the initial $2,000,000. The amount of Securities Notwithstanding anything herein to be sold by such Covered Seller the contrary, the $2,000,000 referred to in the preceding sentence shall be reduced by the number amount of Securities such Investor elects gross proceeds realized by the Montxxxxxx xxxities in any prior sale of Preferred Stock or Common Stock, and the aggregate amount which may be sold by the Montxxxxxx xxxities in one or more transactions pursuant to sellclause (ii) of the preceding sentence shall not exceed $3,333,333. If such Investor exercises such rightthe Montxxxxxx Xxxities fail to provide a timely Tag-Along Notice with respect to any Transfer proposed in a Co-Sale Notice, it shall bear its pro rata portion InSight may Transfer the Preferred Interest specified in the Co-Sale Notice to the proposed transferree(s) specified in the Co-Sale Notice for a period of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be deemed a declination of any right to participate in such sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on thereafter upon terms and conditions substantially similar to no more favorable than those set forth in the Co-sale Sale Notice. Failure This Section 1.3 shall then apply to meet subsequent Transfers by InSight and its affiliates to persons other than their affiliates. If the conditions Montxxxxxx Xxxities give InSight a timely Tag-Along Notice, then InSight shall include shares of Preferred Stock and Common Stock specified by the Montxxxxxx Xxxities in the proviso proposed Transfer upon at least the same terms and conditions as set forth in the immediately preceding sentence shall require a new Co-sale Sale Notice and (but substituting Common Stock for Preferred Stock on a new opportunity to exercise the rights of coshare-sale with respect to such sale. The cofor-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell share basis without any Securities other change in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchterms

Right of Co-Sale. Except Each of XxXxxx and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred to in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for an Underwritten Offering the expiration of these covenants, sell, or Authorized Transfers of agree to sell, for value any securities shares of the Company Company's capital stock owned by him or it either jointly or individually to any third party ("Securities")except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, if any and each twelve-month period thereafter, of Ellmxx, Xxiat or an individual then holding the office of Chief Executive Officer or Chief Financial Officer not more than 5% of the Company number of shares of capital stock owned by XxXxxx or Tech Ventures, as the equivalent (each a "Covered Seller") intends case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell any Securitiesup to an aggregate of 23.50% of the number of such shares owned by XxXxxx on the date of this Agreement, all such Covered Seller shall deliver a computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice (the "Co-sale Notice") in reasonable detail to each Investor, Purchaser at least 30 20 days prior to such sale or agreement to sell and affording each Purchaser the proposed saleopportunity to elect, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right within 20 days of such notice, to participate in such sale of Securities in the manner hereinafter set forth. To exercise such rightsale, an Investor shall give written notice (the "Participation Notice") of such election or agreement to such Covered Seller within 20 days after receipt of the Co-sale Notice. There uponsell, such Investor shall have the right to sell Securities to the proposed purchaser upon on a pro rata basis and on the same terms and conditions as specified those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the Co-aggregate, be entitled to participate in such sale Notice or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (which terms and conditions shall include the types and class of Securities "Purchaser Shares") then held by such Covered Seller and proposed Purchaser bears to be sold), pro rata with its then current holding the sum of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, such number of the Covered Seller immediately prior to such sale. The amount of Securities to be sold Purchaser Shares, all other Purchaser Shares held by such Covered Seller shall be reduced by other Purchasers and the number of Securities such Investor elects shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to sell. If such Investor exercises such right, it shall bear its pro rata portion the provisions of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period this Section 11.3 shall be deemed a declination made on all certificates evidencing shares of any right to participate in such saleCommon Stock owned by XxXxxx or Tech Ventures, provided either jointly or individually, and that such sale is completed within 90 days after expiration he or it will make no transfer, gift or other assignment of such 20 day period at a price and on terms and conditions substantially similar shares unless the transferee, donee or assignee agrees in writing with the Purchasers to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchthis Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children-in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3.

Right of Co-Sale. Except for an Underwritten Offering or Authorized Transfers of any securities of the Company ("Securities"), if any of Ellmxx, Xxiat or an individual then holding the office of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (each a "Covered Seller") intends If Galesi proposes to sell any Securities, such Covered Seller shall deliver Shares ("Co-Sale Shares") to a written notice party or affiliated group (the "Co-sale NoticeTransferee") in a transaction or series of transactions during the twelve month period following the Closing Date involving the sale of more than 500,000 shares or resulting in the Transferee for the first time controlling the power to each Investor, at least 30 days prior vote more than 35% of the total votes for nominees to the proposed saleCompany's board of directors, which Galesi shall first give reasonable notice shall specify in reasonable detail to the Investor in sufficient time to allow the Investor to participate in the sale on the same terms and conditions upon which as Galesi. To the proposed extent any prospective purchaser or purchasers refuses to purchase shares or other securities from the Investor exercising its rights of co-sale is intended hereunder, Galesi shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, Galesi shall purchase the offered shares or other securities from the Investor. Notwithstanding the foregoing, the provisions of Article IX shall not apply to (i) any pledge of Co-Sale Shares made pursuant to a bona fide loan transaction that creates a mere security interest; (ii) any transfer to the ancestors, descendants or spouse, employees of entities owned or controlled, or to trusts for the benefit of such persons, of Galesi; or (iii) any bona fide gift; provided that (A) Galesi shall inform the Investor of such pledgee, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Investor with a written agreement to be consummatedbound by and comply with all provisions of Article IX. Each Such transferred Co-Sale Shares will remain "Co-Sale Shares" hereunder, and such pledgee, transferee or donee shall be treated as "Galesi" for purposes of this Agreement. Notwithstanding the foregoing, the provisions of Article IX shall not apply to the sale of any Co-Sale Shares (a) on the open market, including block trades, except that Galesi shall be required to provide reasonable advance notice to the Investor of any such sales in excess of the limitations imposed by Rule 144(e) promulgated under the 33 Act whether or not such limitations then apply; or (b) to the public pursuant to a registration statement filed with, and declared effective by, the Commission, provided that the Investor shall have the right to participate include its Shares in any such sale of Securities registration statement filed in connection with an underwritten public offering (subject to any limitation placed by the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities then held by such Covered Seller and proposed to be sold), pro rata with its then current holding of Common Stock, managing underwriter on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller shall be reduced by the number of Securities such Investor elects to sell. If such Investor exercises such right, it shall bear its pro rata portion shares of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall Common Stock which may be deemed a declination of any right to participate included in such sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"registration statement), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of such.

Right of Co-Sale. Except for an Underwritten Offering (a) In addition to the restrictions set forth in Section 9.02, except as provided in Section 9.03(d) below, no Member shall Transfer any Securities now owned or Authorized Transfers of any securities hereafter acquired by such Member (such Member, the “Selling Member”) until such Selling Member notifies each other Member (a “Co-Sale Member”) of the Company ("Securities"), if any of Ellmxx, Xxiat or an individual then holding the office of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (proposed transaction and gives each a "Covered Seller") intends to sell any Securities, such Covered Seller shall deliver a written notice (the "Co-Sale Member the opportunity to include Units in the sale Notice") to each Investor, at least 30 days prior to the proposed saletransferee, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right to participate in such sale of Securities in the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as specified in offered to the Selling Member by such transferee. The number of Units that the Selling Member and each Co-Sale Member shall be entitled to have included in such sale Notice (which terms and conditions shall include will be a number determined by multiplying the types and class number of Securities then held by such Covered Seller and Units initially proposed to be sold), pro rata with its then current holding of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller shall be reduced the Selling Member by a fraction, the numerator of which is the total number of Securities such Investor elects to sell. If such Investor exercises such right, it shall bear its pro rata portion of expenses incident to such sale. Failure Common Unit Equivalents owned by such Investor Selling Member or Co-Sale Member, as the case may be, and the denominator of which is the total number of Common Unit Equivalents then owned by all Members. Each Co-Sale Member shall have a period of fifteen (15) days (the “Co-Sale Offer Period”) from the date notice of such opportunity is received to exercise such right within such 20 day period shall be deemed a declination give the Selling Member written notice of any right its desire to participate in such sale, provided that stating in such sale notice the number of Units such Co-Sale Member wishes to sell; and if no such notice is completed given within 90 days after expiration of such 20 day period at a price and on terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Sale Offer Period, such Co-sale Notice and Sale Member shall be deemed to have chosen not to participate. If during the Co-Sale Offer Period, any Co-Sale Member chooses not to participate in such a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities , in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer")whole or in part, the Investors, in addition to Selling Member shall promptly notify all other participating Co-Sale Members and such other remedies as may be available at law, in equity or hereunder, Co-Sale Members (the “Fully Participating Co-Sale Members”) shall have the put option provided hereinright, and for a period of five (5) days beginning on the Covered Seller first day after the expiration of the Co-Sale Offer Period, to increase the number of Units they may sell pursuant to this Section 9.03, in an aggregate amount of up to the total number of Units that such partially participating or non-participating Co-Sale Members would have been entitled to sell had they participated in full, less the total number of Units that such partially participating or non-participating Co-Sale Member is selling, pro rata, which, if necessary, shall be bound apportioned on the basis of the proportion that the number of Common Unit Equivalents held by each Fully Participating Co-Sale Member that is increasing the applicable provisions number of suchUnits it proposes to sell bears to the number of Common Unit Equivalents held by all Fully Participating Co-Sale Member that are increasing the number of Units they propose to sell.

Right of Co-Sale. Except for an Underwritten Offering or Authorized Transfers (a) In the event that Warburg intends to Transfer (i) shares of Common Stock which, together with any securities previous sales of shares of Common Stock by Warburg, represent more than fifteen percent (15%) of the Company issued and outstanding shares of Common Stock on a cumulative basis or ("Securities"ii) shares of Preferred Stock which, together with any previous sales of shares of Preferred Stock by Warburg, represent more than fifteen percent (15%) of the issued and outstanding shares of Preferred Stock on a cumulative basis (in each case other than to an Affiliate of Warburg or pursuant to a distribution of such shares to its partners), if any Warburg shall notify each other Investor holding shares of Ellmxxsuch class of stock, Xxiat or an individual then holding the office in writing, of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (each a "Covered Seller") intends to sell any Securities, such Covered Seller shall deliver a written notice Transfer and its terms and conditions (the "Co-sale Proposed Sale"). Within 10 days of the date of such notice, each Investor that wishes to participate in the Proposed Sale shall so notify Warburg in writing (a "Transfer Notice") ). In the event Warburg fails to each Investorreceive a Transfer Notice from any Investor within such 10-day period, at least 30 days prior such Investor shall be deemed to have declined to participate in the proposed sale, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummatedProposed Sale. Each Investor delivering a Transfer Notice shall have the right to participate in such sale of Securities in sell, at the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities to the proposed purchaser upon same price and on the same terms and conditions as specified in the Co-sale Notice (which terms and conditions shall include the types and class Warburg, that number of Securities then held by such Covered Seller and proposed to be sold), pro rata with its then current holding shares of Common Stock or Preferred Stock, on a fully-converted basisas the case may be, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller immediately prior equal to such sale. The amount of Securities to be sold by such Covered Seller shall be reduced by the number of Securities such Investor elects shares of Common Stock or Preferred Stock, as the case may be, the third party proposes to sell. If such Investor exercises such rightpurchase multiplied by a fraction, it the numerator of which shall bear its pro rata portion be the number of expenses incident to such sale. Failure shares of Common Stock or Preferred Stock (other than Plan Stock), as the case may be, issued and owned by such Investor to exercise such right within such 20 day period and the denominator of which shall be deemed a declination the aggregate number of shares of Common Stock or Preferred Stock (other than Plan Stock), as the case may be, issued and owned by Warburg and each other Investor (including such Investor exercising its rights under this Section 3). Nothing contained herein shall obligate Warburg to consummate the Proposed Sale or limit Warburg's right to amend or modify the terms of the Proposed Sale in any right respect; provided that the Investors are offered the opportunity to participate in the Proposed Sale on such sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity amended or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchmodified terms.

Right of Co-Sale. Except for an Underwritten Offering (a) Subject to Section 6, and notwithstanding anything to the contrary set forth in Section 4(f), no Lightyear Stockholder or Authorized Transfers any of its Permitted Transferees may transfer any (i) Securities that neither the Company (in the case of the Class A Common Stock, the Warrants or the Convertible Common Notes), CFSL Acquisition (in the case of the Series A Preferred Stock or the Preferred Convertible Notes) nor the Investors have elected to purchase pursuant to Section 4 or (ii) other securities of the Company, CFSL Acquisition or any other Subsidiary of the Company ("Securities"whether or not such other class of securities is authorized or issued as of the date hereof), if any of Ellmxxin each case, Xxiat or an individual then holding until each Investor has been given the office of Chief Executive Officer or Chief Financial Officer opportunity, exercisable within twenty (20) days from the date of the Company Investors' Notice, or, if the proposed transfer is not subject to Section 4, twenty (20) days after the date of a notice that the Lightyear Stockholder or the equivalent (its Permitted Transferee shall deliver to each a "Covered Seller") intends Investor pursuant to this Section 5(a), to sell any Securities, such Covered Seller shall deliver a written notice (to the "Co-sale Notice") to each InvestorProposed Transferee, at least 30 days prior to the proposed salesame price, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right to participate in such sale of Securities in the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as specified in offered to the Lightyear Stockholder or its Permitted Transferee, up to such Investor's Co-sale Notice (which terms and conditions shall include Sale Pro Rata Share of the types and class of Securities then held by such Covered Seller and Class A Common Stock, Convertible Common Notes, Series A Preferred Stock, Convertible Preferred Notes, Warrants or other securities, as the case may be, proposed to be sold). If the Company, pro rata CFSL Acquisition, any other Subsidiary of the Company or any Investor exercises its purchase rights under Section 4 or otherwise with respect to a transfer of securities by Lightyear or its then current holding Permitted Transferees, each other Investor shall have the right under this Section 5 to sell such Investor's Co-Sale Pro Rata Share of the Class A Common Stock, on a fully-converted basisConvertible Common Notes, vis-a-vis the holding of Common Warrants, Series A Preferred Stock, on a fully-converted basisConvertible Preferred Notes or other securities, inclusive of Securities purchasable upon as the exercise of then-exercisable optionscase may be, in connection with such sale, in which case the Company , CFSL Acquisition, such Subsidiary or any Investor, as the case may be, shall purchase such securities together with all of the Covered Seller immediately prior to such sale. The amount of Securities securities proposed to be sold by such Covered Seller shall be reduced by the number of Securities such Investor elects Lightyear Stockholder, at the same price, and subject to sell. If such Investor exercises such right, it shall bear its pro rata portion of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be deemed a declination of any right to participate in such sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on the same terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchconditions.

Right of Co-Sale. Except for an Underwritten Offering or Authorized Transfers of any securities of the Company ("Securities"), if any of Ellmxx, Xxiat or an individual then holding the office of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (each a "Covered Seller") intends to sell any Securities, such Covered Coveted Seller shall deliver a written notice (the "Co-sale Notice") to each Investor, at least 30 days prior to the proposed sale, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right to participate in such sale of Securities in the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There uponThereupon, such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities then held by such Covered Seller and proposed to be sold), pro rata with its then current holding of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller covered seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller shall be reduced by the number of Securities such Investor elects to sell. If such Investor exercises such right, it shall bear its pro rata portion of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be deemed a declination of any right to participate in such 30 34 sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPOQualified Public Offering. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchsuch option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Covered Seller the type and number of shares of stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of this Section 9. Such sale shall be made on the following terms and conditions:

Right of Co-Sale. Except Each of XxXxxx and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred to in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for an Underwritten Offering the expiration of these covenants, sell, or Authorized Transfers of agree to sell, for value any securities shares of the Company Company's capital stock owned by him or it either jointly or individually to any third party ("Securities")except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, if any and each twelve-month period thereafter, of Ellmxx, Xxiat or an individual then holding the office of Chief Executive Officer or Chief Financial Officer not more than 5% of the Company number of shares of capital stock owned by XxXxxx or Tech Ventures, as the equivalent (each a "Covered Seller") intends case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell any Securitiesup to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such Covered Seller shall deliver a computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice (the "Co-sale Notice") in reasonable detail to each Investor, Purchaser at least 30 20 days prior to such sale or agreement to sell and affording each Purchaser the proposed saleopportunity to elect, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right within 20 days of such notice, to participate in such sale of Securities in the manner hereinafter set forth. To exercise such rightsale, an Investor shall give written notice (the "Participation Notice") of such election or agreement to such Covered Seller within 20 days after receipt of the Co-sale Notice. There uponsell, such Investor shall have the right to sell Securities to the proposed purchaser upon on a pro rata basis and on the same terms and conditions as specified those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the Co-aggregate, be entitled to participate in such sale Notice or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (which terms and conditions shall include the types and class of Securities "Purchaser Shares") then held by such Covered Seller and proposed Purchaser bears to be sold), pro rata with its then current holding the sum of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, such number of the Covered Seller immediately prior to such sale. The amount of Securities to be sold Purchaser Shares, all other Purchaser Shares held by such Covered Seller shall be reduced by other Purchasers and the number of Securities such Investor elects shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to sell. If such Investor exercises such right, it shall bear its pro rata portion the provisions of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period this Section 11.3 shall be deemed a declination made on all certificates evidencing shares of any right to participate in such saleCommon Stock owned by XxXxxx or Tech Ventures, provided either jointly or individually, and that such sale is completed within 90 days after expiration he or it will make no transfer, gift or other assignment of such 20 day period at a price and on terms and conditions substantially similar shares unless the transferee, donee or assignee agrees in writing with the Purchasers to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchthis Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3.

Right of Co-Sale. Except for an Underwritten Offering Each Principal Shareholder agrees that it will not enter into any transaction or Authorized Transfers series of transactions that would result in the sale by him of more than 50% of the Common Stock of the Company held by him at any time (or any securities convertible into such Common Stock), unless prior to such sale he (the "Selling Shareholder") shall give at least ten (10) business days written notice to each of the Investors. Such notice shall set forth (i) the amount and types of securities to be sold, (ii) the principal terms of the sale, (iii) the percentage such securities would constitute of the Common Stock of the Company then held by the Selling Shareholder if all securities of the Company Selling Shareholder exercisable for or convertible into Common Stock were so exercised and converted (the "SecuritiesSale Portion"), if any of Ellmxx(iv) an offer to cause to be included in the sale, Xxiat or an individual then holding on the office of Chief Executive Officer or Chief Financial Officer same terms and conditions, that percentage of the Company or shares of Common Stock then held by each of the equivalent Investors (including shares of Common Stock into which each a "Covered Seller"of the Investors may convert other securities held by them) intends equal to sell any Securitiesthe Sale Portion, such Covered Seller and (v) the date by which the Investor must respond, which shall deliver a written be no less than ten (10) business days following the date of notice (the "Co-sale NoticeCutoff Date") to each Investor, at least 30 days prior to the proposed sale, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated). Each Investor shall have electing to exercise its right of co-sale must notify the right Selling Shareholder in writing before the close of business on the Cutoff Date, stating its intention to participate in such the sale of Securities in the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities then held by such Covered Seller and proposed to be sold), pro rata with its then current holding of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller shall be reduced by the number of Securities such Investor elects shares it desires to sell, if less than its Sale Portion. If such Investor exercises such rightSubject to the right of first refusal contained in Section 5 below, it shall bear its pro rata portion of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period the Selling Shareholder shall be deemed free for a declination period of any right to participate in such sale, provided that such sale is completed within 90 sixty (60) days after expiration of such 20 day period at a price and the Cutoff Date to sell on the terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet offer the conditions amount of securities described in the proviso in offer, less the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise amount of securities sold by the rights of Investors exercising their co-sale with respect rights. If Capital Stock of the Company is sold pursuant to such sale. The co-sale rights granted under this Section 9 4 to any purchaser who is not a party to this Agreement, the purchaser of such shares shall expire upon consummation execute a counterpart to this Agreement as a precondition of the purchase of such shares in the event such purchaser becomes a QIPOholder of more than five percent (5%) of the outstanding Capital Stock as a result of such purchase. In the event a Covered Seller should sell any Securities in contravention that Capital Stock covered by the Notice is not disposed of within sixty (60) days following the lapse of the ten (10) business day offer period set forth herein, then such Capital Stock shall once again be subject to the co-sale rights of the Investors under set forth in this Section 9 (a "Prohibited Transfer"), 3. The parties acknowledge that the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchthis Section 4 may prevent a Selling Shareholder from selling the amount of securities it originally intended to sell. The provisions of this Section 4 shall not apply to any sale by a Selling Shareholder in an underwritten public offering under an effective registration statement under the Act of 1933, as amended.

Right of Co-Sale. Except for an Underwritten Offering or Authorized Transfers (a) Neither of any securities of the Company Stouxxxx xx Trouxxxx ("Securities"), if any of Ellmxx, Xxiat or an individual then holding the office of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (each xxch a "Covered Seller") intends to sell any Securities, such Covered Seller shall deliver a written notice (the "Co-sale NoticeSale Founder") shall sell, assign or transfer, in any one or more transactions, any shares of Stock now or hereafter held by him, other than as provided in this Section 6, until (a) he first complies with Section 3(d), relating to a right of first refusal inuring to the benefit of the Series B, Series C, Series D and Series E Stockholders, and (b) thereafter, he notifies each InvestorSeries B, at least 30 days prior Series C, Series D and Series E Stockholder of the proposed transaction and gives such Series B, Series C, Series D and Series E Stockholders the opportunity to include in the sale to the proposed saletransferee, which notice shares of Stock. The aggregate number of shares of Stock that the Series B, Series C, Series D and Series E Stockholders shall specify the terms and conditions upon which the proposed sale is intended be entitled to be consummated. Each Investor shall have the right to participate included in such sale of Securities in will be that number that upon conversion into Common Stock at the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (applicable conversion rate would bear the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities same proportion to the total number of shares of Stock proposed purchaser upon the same terms and conditions as specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities then held by such Covered Seller and proposed to be sold), pro rata with its then current holding of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller Co-Sale Founder as the total number of shares of Stock held by the Series B, Series C, Series D and Series E Stockholders bears to the aggregate number of shares of the Company's Common Stock (calculated on a Fully Diluted Common Basis), and each Series B, Series C, Series D and Series E Stockholder shall be reduced by entitled to participate in such number pro rata on the basis of the number of Securities shares of Stock then held by him or it. Each Series B, Series C, Series D and Series E Stockholder shall have a period of fifteen (15) days (the "Offer Period"), from the date notice of such Investor elects opportunity is received to sell. If give such Investor exercises such right, it shall bear Co-Sale Founder written notice of his or its pro rata portion of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be deemed a declination of any right desire to participate in such sale, provided that stating in such sale notice the number of shares desired to be sold; and if no such notice is completed given within 90 days after expiration of the Offer Period, such 20 day period at a price and on terms and conditions substantially similar Series B, Series C, Series D or Series E Stockholder shall be deemed to those set forth in the Co-sale Notice. Failure have chosen not to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a QIPOparticipate. In the event that any payments (other than the amounts to be paid to a Covered Seller should sell any Securities in contravention Co-Sale Founder which are equal to the fair market value of the coconsideration given by such Co-sale rights of Sale Founder pursuant to a non-compete or consulting agreement entered into in connection with the Investors under transaction contemplated by this Section 9 (a "Prohibited Transfer"), the Investors, 6) or distributions are due and owing to one or more Co-Sale Founders in addition an amount disproportionate to such Co-Sale Founder's or Co-Sale Founders' percentage ownership interest(s) in the Company, or other remedies as may arrangements whereby any payments are to be available at lawreceived by one or more Co-Sale Founders rather than by the Stockholders on a pro rata basis, in equity or hereunder, shall have then the put option provided herein, and the Covered Seller Co-Sale Founder(s) receiving such disproportionate payments shall be bound obligated to pay over a portion of such payments received by him (them) to the applicable provisions of suchother Stockholders not receiving such disproportionate payments, so that the payments received by all such Stockholders shall be equivalent on a pro rata basis.

Right of Co-Sale. Except for an Underwritten Offering (a) In the event a Management Shareholder proposes to sell or Authorized Transfers otherwise transfer any of any securities his shares of the Company Company's Common Shares (or equity securities issued in exchange therefor or as a dividend thereon), the Management Shareholder will notify each Purchaser, provided such Purchaser is then a current holder of shares of the Preferred or other equity securities issued in exchange for or upon conversion of such Preferred (a "SecuritiesCo-Selling Party"), if any in writing at least thirty (30) days in advance of Ellmxxsuch proposed sale (specifying the number of shares or equity securities to be sold, Xxiat or an individual then holding the office date of Chief Executive Officer or Chief Financial Officer sale, the sales price, the proposed purchaser and other terms of the Company or the equivalent (sale) and will permit each a "Covered Seller") intends to sell any Securities, such Covered Seller shall deliver a written notice (the "Co-sale Notice"Selling Party (at such Co-Selling Party's option) to each Investor, at least 30 days prior to the proposed sale, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right to participate in such sale and to sell the number of Securities shares or equity securities each Co-Selling Party desires to sell together with the number of shares and equity securities of the Company which the Management Shareholder desires to sell, subject to the following limitations. If the total number of shares or equity securities to be sold in such transaction does not allow the manner hereinafter set forth. To exercise Management Shareholder and each Co-Selling Party to sell all the shares and equity securities each such rightparty desires to sell, an Investor shall give written notice then each participating Co-Selling Party (the "Participation NoticeParticipating Co-Selling Party") shall be entitled to sell his or its pro rata share of the total number of shares or equity securities to be sold, and the Management Shareholder will be entitled to sell only the number of shares or equity securities of such election total which are not to such Covered Seller within 20 days after receipt be sold by the Participating Co-Selling Parties. A pro rata share for purposes of this right of Co-Sale is the ratio that the sum of the Co-sale Notice. There upon, such Investor shall have number of shares of Common Shares then held by each Purchaser and the right to sell Securities to number of shares of Common Shares issuable upon conversion of the proposed purchaser upon the same terms and conditions as specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities Preferred then held by such Covered Seller and proposed Purchaser bears to be sold), pro rata with its then current holding the sum of the total number of shares of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the Covered Seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller shall be reduced by Shares then outstanding and the number of Securities such Investor elects to sell. If such Investor exercises such right, it shall bear its pro rata portion shares of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be deemed a declination of any right to participate in such sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire Common Shares issuable upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention conversion of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of suchthen outstanding Preferred.