Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. Except for Transfers to Permitted Transferees, no Shareholder or group of three or fewer Shareholders owning more than 10% of the Total Shares Outstanding, whether such Shareholder is acting alone or in concert with any others pursuant to a common plan, understanding or arrangement, may agree or contract to Transfer, arrange for the Transfer of or Transfer to any Person or group of Persons, directly or indirectly or through one or more intermediaries, any shares of common stock or any other equity securities of the Company (including, without limitation, warrants, options, contracts or convertible securities permitting the holder thereof to acquire any such shares upon exercise or conversion thereof), unless: (a) The number of such Shares subject to such agreement, contract, arrangement or Transfer, when taken together with (i) the number of shares of all other such equity securities (which, in the case of any such warrants, options, contracts or convertible securities, shall be deemed to be the aggregate number of such shares which could be so acquired upon such exercise, whether or not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Shares issued and outstanding at the time such agreement, contract or arrangement is entered into and at the time such sale is consummated; or (b) Effective provision is made whereby each Shareholder, Permitted Transferee and Additional Shareholder is given the opportunity to sell any portion or all of its Shares concurrently with the aforementioned sale to any such Person or group on terms (including, without limitation, the form and amount of, and the time of receipt of, consideration therefor) identical to those applicable to such aforementioned sale; or (c) A registration statement for a Public Offering has become effective or such transaction is part of such Public Offering. No opportunity shall be deemed given to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(b) above unless (i) each Shareholder or Permitted Transferee shall have been given written notice, setting forth in detail the terms of such proposed agreement, contract, arrangement or sale, and shall have been given at least 15 days after such notice is given within which to exercise its rights contained in Section 10(b) by written notice thereof given to the selling shareholder, (ii) the terms on which such selling shareholder actually sells his Shares or equity securities are no more favorable to such Shareholder than the terms set forth in the notice given by it pursuant to clause (i) of this sentence, and (iii) the Person or group to which such selling shareholder actually sells his Shares or equity securities actually purchases, at or prior to the time of purchase of such Shares, from each Shareholder, Permitted Transferee and Additional Shareholder exercising his or its rights pursuant hereto at least such number of Shares as such holder shall specify in the notice given by such holder pursuant to clause (i) of this sentence.

Right of Co-Sale. Except (a) Each Participant shall effect its participation in the sale by promptly delivering to the Selling Stockholder for Transfers transfer to Permitted Transferees, no Shareholder or group of three or fewer Shareholders owning more than 10% of the Total Shares Outstanding, whether such Shareholder is acting alone or in concert with any others pursuant to a common plan, understanding or arrangement, may agree or contract to Transfer, arrange for the Transfer of or Transfer to any Person or group of Persons, directly or indirectly or through prospective purchaser one or more intermediariescertificates, any shares of common stock or any other equity securities of the Company (includingproperly endorsed for transfer, without limitation, warrants, options, contracts or convertible securities permitting the holder thereof to acquire any such shares upon exercise or conversion thereof), unless: (a) The number of such Shares subject to such agreement, contract, arrangement or Transfer, when taken together with which represent (i) the type and number of shares of Shares or Registrable Securities, as applicable, which such Participant elects to sell; or (ii) that number of shares of Series A Preferred, Series B Preferred, Series C Preferred or Series C-1 Preferred which is at such time convertible into the number of shares of all other Common Stock which such equity securities (whichParticipant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Series A Preferred, Series B Preferred, Series C Preferred or Series C-1 Preferred in the case lieu of Common Stock, such Participant shall convert such Series A Preferred, Series B Preferred, Series C Preferred or Series C-1 Preferred into Common Stock and deliver Common Stock as provided in this paragraph. The Company agrees to make any such warrants, options, contracts or convertible securities, shall be deemed to be conversion concurrent with the aggregate number actual transfer of such shares which could be so acquired upon such exercise, whether or not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Shares issued and outstanding at the time such agreement, contract or arrangement is entered into and at the time such sale is consummated; orpurchaser. (b) Effective provision is made whereby The stock certificate or certificates that each ShareholderParticipant delivers to the Selling Stockholder pursuant to Section 3.2(a) shall be transferred to the prospective purchaser in consummation of the sale of the Shares or Registrable Securities, Permitted Transferee as applicable, pursuant to the terms and Additional Shareholder is given conditions specified in the opportunity to sell any portion or all of its Shares concurrently with the aforementioned sale to any such Person or group on terms (including, without limitation, the form and amount ofNotice, and the time of receipt of, consideration therefor) identical to those applicable Selling Stockholder shall concurrently therewith remit to such aforementioned sale; or (c) A registration statement for a Public Offering has become effective or such transaction is part Non-Selling Investor that portion of such Public Offering. No opportunity shall be deemed given to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(b) above unless (i) each Shareholder or Permitted Transferee shall have been given written notice, setting forth in detail the terms of such proposed agreement, contract, arrangement or sale, and shall have been given at least 15 days after such notice is given within which to exercise its rights contained in Section 10(b) by written notice thereof given to the selling shareholder, (ii) the terms on which such selling shareholder actually sells his Shares or equity securities are no more favorable to such Shareholder than the terms set forth in the notice given by it pursuant to clause (i) of this sentence, and (iii) the Person or group sale proceeds to which such selling shareholder actually sells his Non-Selling Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant, the Selling Stockholder shall not sell to such prospective purchaser or purchasers any Shares or equity Registrable Securities, as applicable, unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such shares or other securities actually purchases, at or prior to from such Participant on the time of purchase of such Shares, from each Shareholder, Permitted Transferee and Additional Shareholder exercising his or its rights pursuant hereto at least such number of Shares same terms as such holder shall specify described in the notice given by such holder pursuant to clause (i) of this sentenceNotice.

Right of Co-Sale. Except (i) To the extent any Investor does not exercise its rights of first refusal as provided under Section 2.2 above, such Investor shall have an option for Transfers the Option Period to Permitted Transfereeselect to participate in such sale, no Shareholder or group of three or fewer Shareholders owning more than 10% to the third party transferee identified in the Transfer Notice, of the Total Shares OutstandingOffered Share, whether such Shareholder is acting alone or on the same terms and conditions as specified in concert with any others pursuant to a common plan, understanding or arrangement, may agree or contract to Transfer, arrange for the Transfer Notice (but in no event less favorable than the terms and conditions offered to the Transferor) by notifying the Transferor in writing within the Option Period. Such notice to the Transferor shall indicate the number of or Transfer Equity Securities the Investors wish to any Person or group sell under their right to participate. (ii) The total number of Persons, directly or indirectly or through one or more intermediaries, any shares Equity Securities that an Investor may elect to sell shall be equal to the product of common stock or any other equity securities of the Company (including, without limitation, warrants, options, contracts or convertible securities permitting the holder thereof to acquire any such shares upon exercise or conversion thereof), unless: (a) The number of such Shares subject to such agreement, contract, arrangement or Transfer, when taken together with (i) the number of shares of all other such equity securities (which, in the case of any such warrants, options, contracts or convertible securities, shall be deemed to be the aggregate number of the Offered Shares being transferred to the third party transferee identified in the Transfer Notice, multiplied by (b) a fraction, the numerator of which is the number of Ordinary Shares (including Class B Ordinary Shares if applicable and Preferred Shares on an as-converted to Ordinary Share basis) owned by such shares Investor on the date of the Transfer Notice and the denominator of which could be so acquired upon such exercise, whether or not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Ordinary Shares issued (including Class B Ordinary Shares and Preferred Shares on an as-converted basis and assuming full conversion and exercise of all options and other outstanding at convertible and exercisable securities) owned by the time such agreement, contract or arrangement is entered into Transferor and at all the time such Investors exercising the right of co-sale is consummated; orhereunder. (biii) Effective provision is made whereby each ShareholderThe Investors shall effect their participation in the sale by promptly delivering to the Transferor for transfer to the prospective purchaser, Permitted Transferee before the applicable closing, one or more certificates, properly endorsed for transfer, which represent the type and Additional Shareholder is given number of Equity Securities which the opportunity Investors elect to sell any portion or all and an instrument of its transfer relating to such Equity Securities duly executed by such Investor; provided, however that if the prospective third party purchaser objects to the delivery of Ordinary Share Equivalents in lieu of Ordinary Shares, the Investors shall only deliver Ordinary Shares concurrently with the aforementioned sale to (and therefore shall convert any such Person or group on terms (including, without limitation, Ordinary Share Equivalents into Ordinary Shares) and certificates corresponding to such Ordinary Shares and an instrument of transfer relating to such Ordinary Shares duly executed by the form and amount ofInvestors, and the time Company shall effect any such conversion concurrent with the actual transfer of receipt ofsuch shares to the purchaser and contingent on such transfer. (iv) The share certificate or certificates that the Investors deliver to the Transferor pursuant to this Section 2.3 shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, consideration thereforand the purchaser shall concurrently therewith remit to the Investor that portion of the sale proceeds to which the Investor is entitled by reason of its participation in such sale. The Company shall update its register of members upon the consummation of any such Transfer. (v) identical To the extent that any prospective purchaser prohibits the participation by the Investors exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to those applicable purchase Shares from the Investors exercising their co-sale rights hereunder, the Transferor shall not sell to such aforementioned sale; or (c) A registration statement for a Public Offering has become effective or prospective purchaser any Equity Securities unless and until, simultaneously with such transaction is part of such Public Offering. No opportunity shall be deemed given to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(b) above unless (i) each Shareholder or Permitted Transferee shall have been given written notice, setting forth in detail the terms of such proposed agreement, contract, arrangement or sale, and the Transferor shall have been given at least 15 days after purchase from the Investors such notice is given within which Shares that the Investors would otherwise be entitled to exercise its rights contained in Section 10(b) by written notice thereof given sell to the selling shareholder, (ii) prospective purchaser pursuant to their respective co-sale rights for the same consideration and on the same terms on which such selling shareholder actually sells his Shares or equity securities are no more favorable to such Shareholder than and conditions as the terms set forth proposed transfer described in the notice given by it pursuant to clause (i) of this sentence, and (iii) the Person or group to which such selling shareholder actually sells his Shares or equity securities actually purchases, at or prior to the time of purchase of such Shares, from each Shareholder, Permitted Transferee and Additional Shareholder exercising his or its rights pursuant hereto at least such number of Shares as such holder shall specify in the notice given by such holder pursuant to clause (i) of this sentenceTransfer Notice.

Right of Co-Sale. Except for Transfers to Permitted Transferees, no Shareholder or group of three or fewer Shareholders owning more than 10% of the Total Shares Outstanding, whether such Shareholder is acting alone or in concert with any others pursuant to a common plan, understanding or arrangement, may agree or contract to Transfer, arrange for the Transfer of or Transfer to any Person or group of Persons, directly or indirectly or through one or more intermediaries, any shares of common stock or any other equity securities of the Company (including, without limitation, warrants, options, contracts or convertible securities permitting the holder thereof to acquire any such shares upon exercise or conversion thereof), unless: (a) The number of such Shares subject to such agreementShareholders shall not sell, contractassign, arrangement transfer, pledge, hypothecate, mortgage, encumber or Transfer, when taken together with (i) the number of shares dispose of all or any of their Shares except to the other such equity securities (whichShareholders, in to the case of any such warrants, options, contracts or convertible securities, shall be deemed to be the aggregate number of such shares which could be so acquired upon such exercise, whether or not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith Company or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Shares issued and outstanding at the time such agreement, contract or arrangement is entered into and at the time such sale is consummated; orexpressly provided in this Agreement. (b) Effective provision is made whereby Notwithstanding the foregoing paragraph (a), each Shareholder, Permitted Transferee and Additional Shareholder is given the opportunity to sell may transfer all or any portion or all of its Shares concurrently with the aforementioned sale to any such Person on one or group on terms (including, without limitation, the form and amount of, and the time of receipt of, consideration therefor) identical to those applicable to such aforementioned sale; or (c) A registration statement for a Public Offering has become effective or such transaction is part of such Public Offering. No opportunity shall be deemed given to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(b) above unless more occasions (i) each Shareholder by way of gift to any member(s) of his family or Permitted Transferee to any trust or custodianship for the benefit of any such family member(s) or the Shareholder, provided that any such transferee shall have been given written noticeagree in writing with the Company and the Shareholders, setting forth in detail as a condition to such transfer, to be bound by all of the terms provisions of such proposed agreement, contract, arrangement or sale, and shall have been given at least 15 days after such notice is given within which to exercise its rights contained in Section 10(b) by written notice thereof given this Agreement to the selling shareholdersame extent as if such transferee were a Shareholder (unless such transferee is a transferee of HomeCom not entitled to rights as a HomeCom Holder pursuant to Section 1(a)), (ii) by will or the terms on laws of descent and distribution, in which event each such selling shareholder actually sells his transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were a Shareholder (unless such transferee is a transferee of HomeCom not entitled to rights as a HomeCom Holder pursuant to Section 1(a)), or (iii) by pledge of the Shares to any lender or equity securities are no more favorable to such Shareholder than creditor, provided that the terms restrictions set forth in Section 3 hereof shall apply in connection with any sale of such Shares upon foreclosure or acceptance of such Shares in lieu of foreclosure, or (iv) if the notice given transferring Shareholder is a HomeCom Holder, by it pursuant transfer of any or all of such HomeCom Holder's Shares on one or more occasions to clause (i) a person that is, or upon completion of such transfer will be, a HomeCom Holder, provided that each HomeCom Holder shall be bound by all the provisions of this sentenceAgreement. As used herein, and the word "family" shall include any spouse, lineal ancestor or descendant (iii) the Person natural or group to which such selling shareholder actually sells his Shares adopted), brother or equity securities actually purchasessister, at or prior to the time of purchase of such Shares, from each Shareholder, Permitted Transferee and Additional Shareholder exercising his or its rights pursuant hereto at least such number of Shares as such holder shall specify in the notice given by such holder pursuant to clause (i) of this sentencetheir spouses.

Right of Co-Sale. Except Each Founding Shareholder severally agrees not to sell, transfer or otherwise dispose of any Capital Stock without permitting XOX to participate as a seller in such transaction, subject to the sentence appearing below, pro rata (according to the Shares then held by XOX) with the Founding Shareholder(s); provided, however, that transfers of Capital Stock to a spouse, children or other members of the Founding Shareholder's immediate family (or trusts for Transfers their benefit) so long as the transferee agrees to Permitted Transferees, no Shareholder or group the restrictions and co-sale rights contained in this Agreement shall not be covered by this right of three or fewer Shareholders owning co-sale. In connection with the sale of more than 10% fifty percent (50%) in the aggregate of the Total Shares Outstandingvoting power of the issued and outstanding shares of the Company's Capital Stock, whether such Shareholder is acting alone or in concert with XOX's right to participate shall not entitle XOX to receive any others pursuant to a common plan, understanding or arrangement, may agree or contract to Transfer, arrange for premium over the Transfer fair market value of or Transfer to the Capital Stock received by any Person or group of Persons, directly or indirectly or through one or more intermediaries, any shares of common stock or any other equity securities of the Company Founding Shareholders, where the premium is reasonably related to the sale of a controlling interest in the Company. Each Founding Shareholder shall give prompt notice to XOX in the event that he has a present intention to sell, transfer or otherwise dispose of Capital Stock in a transaction subject to these rights of co-sale, and XOX hereby agrees to notify the applicable Founding Shareholder(s) within ten (including, without limitation, warrants, options, contracts or convertible securities permitting the holder thereof to acquire any such shares upon exercise or conversion thereof), unless: (a10) The number days of receipt of such Shares subject notice as to whether he wishes to participate in such agreementtransaction and bear a pro rata portion of the expenses incident thereto, contract, arrangement or Transfer, when taken together with all negotiations leading to the consummation of such transaction to be conducted thereafter under the joint control of all sellers. Failure to response within such ten (10) day period shall be deemed a declination of any right to participate in such transaction provided that: (i) the number of shares of all other such equity securities (which, in the case of any such warrants, options, contracts or convertible securities, shall be deemed to be the aggregate number of such shares which could be so acquired upon such exercise, whether or not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Shares issued and outstanding at the time such agreement, contract or arrangement is entered into and at the time such sale is consummated; or (b) Effective provision is made whereby each Shareholder, Permitted Transferee and Additional Shareholder is given the opportunity to sell any portion or all of its Shares concurrently with the aforementioned sale to any such Person or group on terms (including, without limitation, the form and amount of, and the time of receipt of, consideration therefor) identical to those applicable to such aforementioned sale; or (c) A registration statement for a Public Offering has become effective or such transaction is part fully closed and consummated within ninety (90) days of the expiration of such Public Offering. No opportunity shall be deemed given to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(bten (10) above unless (i) each Shareholder or Permitted Transferee shall have been given written notice, setting forth in detail the terms of such proposed agreement, contract, arrangement or sale, and shall have been given at least 15 days after such notice is given within which to exercise its rights contained in Section 10(b) by written notice thereof given to the selling shareholder, day period; (ii) the terms on which such selling shareholder actually sells his Shares of the actual transaction include no fewer or equity securities are no more favorable to such Shareholder greater shares than the terms those set forth in the notice given by it pursuant to clause (i) of this sentence, hereunder; and (iii) the Person no purchasers or group to which such selling shareholder actually sells his Shares ultimate legal or equity securities actually purchases, at or prior to the time of purchase beneficial holders of such Shares, from each Shareholder, Permitted Transferee and Additional Shareholder exercising his or its rights pursuant hereto at least such number of Shares as such holder shall specify Capital Stock are involved in the notice given by transaction in addition to those disclosed in any such holder pursuant notice. Failure to clause (i) meet any of the foregoing conditions shall require a new notification and right of co-sale with regard to such transaction under this sentenceSection 2.

Right of Co-Sale. Except for Transfers If at any time any Restricted Person wishes to Permitted Transfereessell, no Shareholder assign, transfer or group otherwise dispose of three any or fewer Shareholders owning more than 10% all of his, her or its Offered Shares to any person (the "Purchaser") in a transaction which is subject to the provisions of Section 3.1 hereof and subject to the exercise of rights under such Section 3.1, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from said Investor at the same effective price per share of Common Stock and on the same terms and conditions as involved in such sale or disposition by the Restricted Person that number of Shares owned (and deemed to be beneficially owned under Rule 13d-3) by such Investor as is equal to the product of the Total number of Offered Shares Outstandingthat the Restricted Person wishes to sell, whether assign, transfer or dispose to the Purchaser of multiplied by a fraction, the numerator of which is the number of issued and outstanding Shares of Common Stock then owned by such Shareholder Restricted Person or such participating Investor (including any Shares deemed to be owned under Rule 13d-3) and the denominator of which is acting alone or in concert with the aggregate number of issued and outstanding Shares of Common Stock held by (including any others Shares deemed to be held pursuant to a common planRule 13d-3 by) the Restricted Person and all of the participating Investors (assuming, understanding in each case, full conversion and exchange of all the then outstanding Shares convertible into or arrangementexchangeable for Common Stock). Each Investor wishing so to participate in any such sale, may agree assignment, transfer or contract disposition shall notify the selling Restricted Person of such intention as soon as practicable after receipt of the Offer made pursuant to TransferSection 3.1, arrange for and in all events within twenty (20) calendar days after receipt thereof. In the Transfer event that an Investor shall elect to participate in such sale, assignment, transfer or disposition, said Investor shall individually communicate such election to the selling Restricted Person in accordance with Section 4.5. The Restricted Person and/or each participating Investor shall sell to the Purchaser all, or at the option of or Transfer to any Person or group of Persons, directly or indirectly or through one or more intermediariesthe Purchaser, any shares of common stock or any other equity securities part of the Company (includingOffered Shares proposed to be sold by them at not less than the price and upon other terms and conditions, without limitationif any, warrantsnot more favorable to the Purchaser than those originally offered; provided, optionshowever, contracts or convertible securities permitting the holder thereof to acquire that any such shares upon exercise or conversion thereof), unless: (a) The number purchase of less than all of such Shares subject by the Purchaser shall be made from the Restricted Person and/or each participating Investor on a pro rata basis based upon the foregoing calculation. The selling Restricted Person or Investor shall use his, her or its reasonable efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated sale, and shall not sell any Shares to such agreement, contract, arrangement or Transfer, when taken together with (i) Purchaser if such Purchaser declines to permit the number participating Investors to participate pursuant to the terms of shares this Section 3. The provisions of all other such equity securities (which, in this Section 3.2 shall not apply to the case sale of any such warrantsShares by a Restricted Person to the Company or an Investor pursuant to Section 3.1. If any Investor does not deliver to the Restricted Person within the foregoing 20-calendar day period written notice that it has elected to exercise its rights under this Section 3.2, options, contracts or convertible securities, the Investor shall be deemed to be the aggregate number of such shares which could be so acquired upon such exercise, whether or have elected not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Shares issued and outstanding at the time such agreement, contract or arrangement is entered into and at the time such sale is consummated; or (b) Effective provision is made whereby each Shareholder, Permitted Transferee and Additional Shareholder is given the opportunity to sell any portion or all of its Shares concurrently with the aforementioned sale to any such Person or group on terms (including, without limitation, the form and amount of, and the time of receipt of, consideration therefor) identical to those applicable to such aforementioned sale; or (c) A registration statement for a Public Offering has become effective or such transaction is part of such Public Offering. No opportunity shall be deemed given to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(b) above unless (i) each Shareholder or Permitted Transferee shall have been given written notice, setting forth in detail the terms of such proposed agreement, contract, arrangement or sale, and shall have been given at least 15 days after such notice is given within which to exercise its rights contained in Section 10(b) by written notice thereof given to the selling shareholder, (ii) the terms on which such selling shareholder actually sells his Shares or equity securities are no more favorable to such Shareholder than the terms set forth in the notice given by it pursuant to clause (i) of this sentence, and (iii) the Person or group to which such selling shareholder actually sells his Shares or equity securities actually purchases, at or prior to the time of purchase of such Shares, from each Shareholder, Permitted Transferee and Additional Shareholder exercising his or its rights pursuant hereto at least such number of Shares as such holder shall specify in the notice given by such holder pursuant to clause (i) of this sentencerights.

Right of Co-Sale. Except for Transfers to Permitted Transferees, no (a) If any Shareholder or group of three or fewer Shareholders owning more than 10% of the Total Shares Outstanding, whether such Shareholder is acting alone or in concert with any others pursuant Company proposes to a common plan, understanding or arrangement, may agree or contract to Transfer, arrange for the Transfer of or Transfer to any Person or group of Persons, directly or indirectly or through one or more intermediaries, sell any shares of common stock or any other equity securities Stock of the Company Company, then such Shareholder (including, without limitation, warrants, options, contracts or convertible securities permitting the holder thereof "Selling Shareholder") shall promptly give written notice (the "Notice") to acquire any such shares upon exercise or conversion thereof), unless: the other Shareholders (athe "Non-Selling Shareholders") The number at least twenty (20) days prior to the closing of such Shares subject to such agreement, contract, arrangement sale or Transfer, when taken together with (i) transfer. The Notice shall describe in reasonable detail the number of shares of all other such equity securities (which, in the case of any such warrants, options, contracts proposed sale or convertible securities, shall be deemed to be the aggregate number of such shares which could be so acquired upon such exercise, whether or not such exercise may be effected presently) and (ii) all other shares subject to any such agreement, contract, arrangement or Transfer effected or entered into in connection therewith or as part of such common plan, understanding or arrangement, is less than 5% of the total number of Shares issued and outstanding at the time such agreement, contract or arrangement is entered into and at the time such sale is consummated; or (b) Effective provision is made whereby each Shareholder, Permitted Transferee and Additional Shareholder is given the opportunity to sell any portion or all of its Shares concurrently with the aforementioned sale to any such Person or group on terms (transfer including, without limitation, the form number and amount ofclass of shares of Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the time name and address of each prospective purchaser or transferee. (b) Each Non-Selling Shareholder shall have the right, exercisable upon written notice to the Selling Shareholder within ten (10) days after receipt ofof the Notice, consideration therefor) identical to those applicable to participate in such aforementioned sale; orsale of Stock on the same terms and conditions set forth in the Notice. (c) A registration statement for a Public Offering has become effective Each Non-Selling Shareholder may sell all or such transaction is any part of such Public Offering. No opportunity shall be deemed given that number of shares of Stock equal to any Shareholder, Permitted Transferee and Additional Shareholder for purposes of Section 10(b) above unless the product obtained by multiplying (i) each Shareholder or Permitted Transferee shall have been given written notice, setting forth in detail the terms aggregate number of such proposed agreement, contract, arrangement or sale, and shall have been given at least 15 days after such notice is given within which to exercise its rights contained in Section 10(b) shares of Stock covered by written notice thereof given to the selling shareholder, Notice by (ii) a fraction the numerator of which is the number of shares of Stock owned by such Non-Selling Shareholder at the time of the sale or transfer and the denominator of which is the total number of shares of Stock owned by the Selling Shareholder and the Non-Selling Shareholders at the time of the sale or transfer (treating all shares of Preferred Stock as if they had been converted into Common Stock). (d) If any Non-Selling Shareholder elects to participate in the Selling Shareholder's sale pursuant to this Section 2, the Non-Selling Shareholder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and number of shares of Stock which the Non-Selling Shareholder elects to sell. (e) The stock certificate or certificates that the Non-Selling Shareholder delivers to the Selling Shareholder pursuant to paragraph 2(d) shall be transferred to the prospective purchaser in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Notice, and the Selling Shareholder shall concurrently therewith remit to the Non-Selling Shareholder that portion of the sale proceeds to which the Non-Selling Shareholder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from the Non-Selling Shareholder, the Selling Shareholder shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such shares or other securities from the Non-Selling Shareholder for the same consideration and on which such selling shareholder actually sells his Shares the same terms and conditions as the proposed transfer described in the Notice. (f) The exercise or equity securities are no non-exercise of the rights of the Shareholders hereunder to participate in one or more sales of Stock made by a Shareholder shall not adversely affect their rights to participate in subsequent sales of Stock subject to paragraph 2(a). (g) If any Non-Selling Shareholder does not elect to participate in the sale of the Stock subject to the Notice, the Selling Shareholder may, not later than thirty (30) days following delivery to the Company and the Non-Selling Shareholders of the Notice, conclude a transfer of not less than all of the Stock covered by the Notice on terms and conditions not more favorable to such Shareholder the transferor than the terms set forth those described in the notice given Notice. Any proposed transfer on terms and conditions more favorable than those described in the Notice, as well as any subsequent proposed transfer of any of the Stock by it pursuant to clause (i) of this sentencea Shareholder, and (iii) the Person or group to which such selling shareholder actually sells his Shares or equity securities actually purchases, at or prior shall again be subject to the time co-sale rights of purchase of such Shares, from each Shareholder, Permitted Transferee the Shareholders and Additional Shareholder exercising his or its rights pursuant hereto at least such number of Shares as such holder shall specify require compliance by the Shareholders with the procedures described in the notice given by such holder pursuant to clause (i) of this sentenceSection 2.