Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. At any time after the end of the Standstill Period, to the extent the Non-Selling Shareholders do not exercise their right of refusal as to all of the Offered Shares pursuant to Section 2.2 above, the Non-Selling Shareholders shall have the right to participate in the proposed Transfer, to the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), on the same terms and conditions as specified in the Transfer Notice. With respect to each Non-Selling Shareholder, the Right of Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be transferred to a prospective transferee after giving effect to the exercise of rights under Section 2.2(b) above multiplied by a fraction, the numerator of which shall equal the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Securities the Non-Selling Shareholder wishes to sell under its right to participate. To the extent that the Non-Selling Shareholders exercise such right of co-sale, the number of shares of Equity Securities that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced.

Right of Co-Sale. At any time (1) Within fifteen (15) days after the end expiration of the Standstill Period, to time for exercise by the extent the Non-Selling Shareholders do not exercise their Investors of any rights of first refusal hereunder (and any right of reallotment) in respect of the Offered Shares, the Transferor shall give written notice to each Investor which has not exercised a right of first refusal as to all in respect of the Offered Shares, which notice shall indicate the number of the Offered Shares pursuant as to Section 2.2 above, which the NonInvestors did not exercise their rights of first refusal (the “Co-Sale Shares”) and advise such Investor of its co-sale rights with respect to such Co-Sale Shares. Each such Investor (a “Selling Shareholders Investor”) that notifies the Transferor in writing within fifteen (15) days after receipt of the co-sale notice shall have the a right to participate in any sale by the proposed Transfer, to Transferor of the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), Shares on the same terms and conditions as specified in the Transfer Notice. With respect to each Non-Such Selling Shareholder, the Right of Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be transferred to a prospective transferee after giving effect Investor’s notice to the exercise of rights under Section 2.2(b) above multiplied by a fraction, the numerator of which Transferor shall equal indicate the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Securities the Non-Selling Shareholder Investor wishes to sell under its right to participate. . (2) To the extent that one or more of the Non-Selling Shareholders Investors exercise such right of co-saleparticipation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Shareholder Transferor may sell in the Transfer shall be correspondingly reduced. (3) Each Selling Investor may elect to sell up to such number of the Equity Securities in the Company held thereby equal to the product of (i) the aggregate number of Ordinary Shares covered by the co-sale notice delivered by the Transferor (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) and (ii) a fraction, the numerator of which is the number of Ordinary Shares (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by the Selling Investor on the date of the Transfer Notice, and the denominator of which is the total number of Ordinary Shares (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned (directly or indirectly through wholly-owned subsidiaries) by the Transferor and all of the Selling Investors on the date of the Transfer Notice. For the purpose of this Section 5.3(b)(3), with respect to a Transfer by Listco of any Equity Securities in Techfaith BVI, the aggregate number of Ordinary Shares covered by the Transfer Notice shall be deemed to be the product of (i) the total Ordinary Shares held by Techfaith BVI, and (ii) a ratio by which such number of Equity Securities in Techfaith BVI purported to be Transferred by Listco bear to all Equity Securities in Techfaith BVI held by Listco. (4) Each Selling Investor shall effect its participation in the sale by promptly delivering to the Transferor for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and number of Equity Securities which such Selling Investor elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Ordinary Share Equivalents in lieu of Ordinary Shares, such Selling Investor shall convert such Ordinary Share Equivalents into Ordinary Shares and deliver certificates corresponding to such Ordinary Shares. The Company agrees to make any such conversion concurrent with the actual transfer of such Ordinary Shares to the purchaser and contingent on the closing of such transfer. (5) The share certificate or certificates that a Selling Investor delivers to the Transferor pursuant to Section 5.3(b)(4) shall be transferred to the prospective purchaser in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Transferor shall concurrently therewith remit to such Selling Investor that portion of the sale proceeds to which such Selling Investor is entitled by reason of its participation in such sale. (6) To the extent that any prospective purchaser prohibits the participation of a Selling Investor exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase Equity Securities from a Selling Investor exercising its co-sale rights hereunder, the Transferor shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such Selling Investor all Equity Securities such Selling Investor elects to sell for the same consideration and on the same terms and conditions as the proposed transfer described in the Transfer Notice.

Right of Co-Sale. At any time No later than fifteen (15) calendar days after the end its receipt of the Standstill Period, to the extent the Non-Selling Shareholders do not exercise their right of refusal as to all of the Offered Shares pursuant to Section 2.2 above, the Non-Selling Shareholders shall have the right to participate in the proposed Transfer, to the extent of their respective Right of Co-Sale Pro Rata Portion Notice, each Co-Sale Shareholder shall notify the Transferring Shareholder of such Co-Sale Shareholder’s intent to sell to the prospective purchaser of the Transferring Shareholder’s Transfer Shares all or any part of such Co-Sale Shareholder’s Co-Sale Allocation (as defined below)) pursuant to the terms the Transferring Shareholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, on the same terms and conditions as specified in the Transfer Notice. With each Co-Sale Shareholder’s "Co-Sale Allocation" with respect to each Non-Selling Shareholder, Transfer of Transfer Shares by the Right of Co-Sale Pro Rata Portion Transferring Shareholder shall mean be equal to the product obtained by multiplying (a) the total number of Offered Transfer Shares proposed to be transferred to a prospective transferee after giving effect to being Transferred by the exercise of rights under Section 2.2(bTransferring Shareholder by (b) above multiplied by a fraction, calculated in accordance with Section 2.6, the numerator of which shall equal be the total number Common Shares of Equity Securities then the Company held by a Nonsuch Co-Selling ShareholderSale Shareholder on the date of the Co-Sale Notice, and the denominator of which shall equal be the total number of Equity Securities Common Shares of the Company held by all ShareholdersCo-Sale Shareholders and the Transferring Shareholder on the date of the Co-Sale Notice. If such Co-Sale Shareholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Shareholder’s Co-Sale Allocation, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling then the Transferring Shareholder shall exercise its right assign to such Co-Sale Shareholder as much of cothe Transferring Shareholder’s interest in the agreement for the sale of the Transfer Shares as such Co-sale by delivering a written notice Sale Shareholder shall be entitled to pursuant to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Securities the Non-Selling Shareholder wishes to sell under its right to participate. To the extent that the Non-Selling Shareholders exercise such right of co-sale, the number of shares of Equity Securities that the Selling Shareholder may sell in the Transfer shall be correspondingly reducedterms hereof.

Right of Co-Sale. At any time after In the end of the Standstill Period, to the extent the Non-Selling Shareholders do not exercise their right of refusal as to event that all of the Offered First Offer Shares pursuant to are not purchased by the Company or the Offerees as provided in Section 2.2 above1.2 hereof, the NonProposed Seller (if it is not the Investor) shall deliver a notice to the Investor informing the Investor of the number of First Offer Shares not elected to be purchased by the Offerees and the number of First Offer Shares it, he or she still holds and intends to sell to the Proposed Transferee (the "Co-Selling Shareholders Sale Shares"). The Investor shall have the right right, exercisable upon written notice to the Proposed Seller within five days after the giving of such notice by the Proposed Seller, to participate in the proposed Transfer, to the extent of their respective Right Proposed Seller's sale of Co-Sale Pro Rata Portion (as defined below), Shares at the Sale Price. The delivery of the notice of election under this paragraph shall constitute an irrevocable commitment to sell such shares contingent only upon the closing of the proposed sale on the same terms communicated in the notice. To the extent the Investor exercises such right of participation in accordance with the terms and conditions as specified in the Transfer Notice. With respect to each Non-Selling Shareholderset forth below, the Right number of Securities which the Proposed Seller may sell to the Proposed Transferee shall be correspondingly reduced. The right of participation of the Investor shall be subject to the following terms and conditions: (a) The Investor may elect to sell all or any part of that number of shares of the Company held by the Investor equal to the product obtained by multiplying (i) the aggregate number of Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be transferred to a prospective transferee after giving effect to the exercise of rights under Section 2.2(bby (ii) above multiplied by a fraction, the numerator of which shall equal is the number of Equity Securities then held shares of Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities into Common Stock) at the time owned by a Non-Selling Shareholder, the Investor and the denominator of which shall equal is the combined number of Equity Securities held by all Shareholders, in each case on a fully diluted basis shares of Common Stock of the Company (assuming full conversion, conversion and exercise of convertible and exchange of all options, warrants exercisable securities into Common Stock) at the time owned by the Proposed Seller and other convertible securities. Each Nonthe Investor (the "Co-Selling Shareholder Sale Share"). (b) The Investor shall exercise its right of co-(i) effectuate the sale by promptly delivering a written notice to the Selling Shareholder and the Company prior Proposed Seller for transfer to the expiration of thirty (30) days after receipt of the Second NoticeProposed Transferee one or more certificates, indicating properly endorsed for transfer, which represent the number of shares of Equity Securities Common Stock which the Non-Selling Shareholder wishes Investor elects to sell under its right and (ii) provide a written representation and warranty to participate. To the extent Proposed Transferee that the Non-Selling Shareholders exercise such right of co-sale, the number of shares of Equity Securities capital stock represented by such certificates are free and clear of all pledges, liens and other encumbrances and that the Selling Shareholder may sell person transferring on behalf of the Investor has requisite power to do so. (d) The stock certificates which the Investor delivers to the Proposed Seller shall be transferred by the Proposed Seller to the Proposed Transferee in consummation of the sale pursuant to the terms and conditions specified in the Transfer Sellers' Notice, and the Proposed Seller shall be correspondingly reduced.instruct the Proposed Transferee to remit directly to the Investor that portion of the Sale Price to which the Investor is entitled by reason of its participation in such

Right of Co-Sale. At any time after (a) In the end of event the Standstill Period, to the extent Company and/or the Non-Selling Shareholders do not Stockholders fail to exercise their right of refusal as respective rights to purchase all of the Offered Shares pursuant Capital Stock subject to Section 2.2 aboveSections 5.2 and/or 5.3 hereof, then following the exercise or expiration of the rights of purchase set forth in Sections 5.2 and 5.3, the Non-Selling Shareholders selling Stockholder shall have the right to participate in the proposed Transfer, deliver to the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), on the same terms Company and conditions as specified in the Transfer Notice. With respect to each Non-Selling Shareholder, Stockholder written notice (the Right of “Selling Stockholder Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be transferred to a prospective transferee after giving effect to the exercise of rights under Section 2.2(bNotice”) above multiplied by a fraction, the numerator of which shall equal the number of Equity Securities then held by a that each Non-Selling ShareholderStockholder shall have the right, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a exercisable upon written notice to the Selling Shareholder and such Stockholder with a copy to the Company prior to the expiration of thirty within ten (3010) days after receipt of the Second Selling Stockholder Co-Sale Notice, indicating to participate in such Transfer of Capital Stock on the same terms and conditions. Such notice shall indicate the number of shares of Equity Securities Capital Stock up to that number of shares determined under Section 5.4(b) that the Non-Selling Shareholder Stockholder wishes to sell under its right to participate. To the extent that one or more of the Non-Selling Shareholders Stockholders exercise such right of co-saleparticipation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities Capital Stock that the Selling Shareholder selling Stockholder may sell in the Transfer transaction shall be correspondingly reduced. (b) With respect to a Transfer pursuant to Section 5.4(a), each Non-Selling Stockholder may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Capital Stock (as converted to Common Stock) covered by the Selling Stockholder Co-Sale Notice and not purchased by the Company or its assignees or Non-Selling Stockholders pursuant to Section 5.2 or 5.3 by (ii) a fraction, the numerator of which is the number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by such Non-Selling Stockholder at the time of the Notice and the denominator of which is the total number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by the selling Stockholder (excluding shares purchased by the Company and/or Non-Selling Stockholders pursuant to Sections 5.2 and/or 5.3) and the Non-Selling Stockholders at the time of the Notice. (c) In the event the Major Holder proposes to Transfer any shares of Capital Stock other than pursuant to the provisions of Section 6 or Section 9, then the Major Holder shall deliver to the Company and each Stockholder written notice (the “Major Holder Co-Sale Notice”) that each Stockholder shall have the right, exercisable upon written notice to the Major Holder with a copy to the Company within ten (10) days after receipt of the Major Holder Co-Sale Notice, to participate in such Transfer of Capital Stock on the same terms and conditions. Such notice shall indicate the number of shares of Capital Stock up to that number of shares determined under Section 5.4(d) that the Stockholder wishes to sell under its right to participate. To the extent that one or more of the Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Capital Stock that the Major Holder may sell in the transaction shall be correspondingly reduced. (d) With respect to a Transfer pursuant to Section 5.4(c), each Stockholder may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Capital Stock (as converted to Common Stock) covered by the Major Holder Co-Sale Notice by (ii) a fraction, the numerator of which is the number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by such Stockholder at the time of the Major Holder Co-Sale Notice and the denominator of which is the total number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by the Major Holder and the Stockholders at the time of the Major Holder Co-Sale Notice. (e) The selling Stockholder or Major Holder, as applicable, shall remit to such Stockholder who elects to participate in the Transfer subject to a Major Holder Co-Sale Notice, in each case, pursuant to this Section 5.4 (a “Co-Sale Participant”) that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, the selling Stockholder or Major Holder, as applicable, shall not sell to such prospective purchaser or purchasers any Capital Stock unless and until, simultaneously with such sale, such Stockholder or the Major Holder, as applicable, shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (f) The exercise or non-exercise of the rights of any Non-Selling Stockholder in respect of a Selling Stockholder Co-Sale Notice or any Stockholder in respect of a Major Holder Co-Sale Notice hereunder to participate in one or more Transfers of Capital Stock made by any Stockholder or the Major Holder, as applicable, shall not adversely affect its right to participate in subsequent Transfers of Capital Stock subject to Section 5.

Right of Co-Sale. At any time after (1) Prior to a Qualifying Offering and for so long as the end Investors and their Affiliates own 50% or more of the Standstill Period, Securities purchased pursuant to the extent Securities Purchase Agreement, in the Non-Selling Shareholders do not exercise their right of refusal as event that an Existing Investor desires to sell any or all of the Offered Shares pursuant shares of Common Stock (excluding shares of Common Stock issuable upon conversion of Series B Stock) owned by such Securityholder and receives a bona fide offer therefor (the "Selling Securityholder"), such Selling Securityholder shall so notify the Investors in writing. The notice to Section 2.2 abovethe Investors shall be delivered by hand, or by first-class, certified or overnight mail or courier, postage prepaid, or by telecopier (with telephonic confirmation of receipt), to their respective addresses as shown on the books of the Company, which addresses shall be provided to the Selling Securityholder by the Company. Each notice shall set forth the identity and mailing address of the prospective purchaser ("Prospective Purchaser"), the Non-Selling Shareholders shall have quantity and description of the right Common Stock proposed to participate in the proposed Transfer, to the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), on the same terms and conditions as specified in the Transfer Notice. With respect to each Non-Selling Shareholderbe sold, the Right of Co-Sale Pro Rata Portion shall mean price per share to be received therefor, the number of Offered Shares proposed shares which may be sold by each Investor as determined in accordance herewith and the address of the Selling Securityholder to which the Investors may send notices to such Selling Securityholder required hereunder. Such notice shall state the maximum number of shares of Common Stock which may be transferred to a prospective transferee after giving effect sold to the exercise Prospective Purchaser by each Investor as determined in accordance herewith. Each Investor shall thereupon be entitled for a period of rights under Section 2.2(b) above multiplied by a fraction20 days after the date of such notice to offer to sell to the Prospective Purchaser, for such price and upon such terms, the numerator of which shall equal the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice proportion (rounded to the Selling Shareholder and the Company prior to the expiration nearest whole share) of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Common Stock proposed to be sold as such Holder's aggregate holding of Securities then bears to the Non-Selling Shareholder wishes to sell under its right to participate. To the extent that the Non-Selling Shareholders exercise such right aggregate amount of Securities then held by all Investors exercising their rights of co-salesale under this subsection (A). The rights granted to the Investors in this subsection (A) may be exercised in whole or in part and shall be exercised by the tender, conditioned upon receipt of the consideration for the Common Stock sold hereunder of the maximum number of shares of Equity Securities that Common Stock (or Series B Stock convertible into such number of shares of Common Stock) the Holder thereof desires to sell, endorsed and in transferable form, free and clear of liens, claims, security interests and other encumbrances, to the Company, which shall act as agent for purposes of such sale. On the first business day following the date 20 days following the date of the first notice given to the Investors, the Company shall notify the Selling Shareholder may sell Securityholder, the Investors, and the Prospective Purchaser of the amount of Securities to be sold under this subsection (A), the price to be paid for any shares of Common Stock and the price therefor. In such notice to the Prospective Purchaser, the Company shall direct the Prospective Purchaser to furnish to the Company, as agent, within 10 days of the date of such notice, the price of such tendered shares of Common Stock in the Transfer form of an official bank or certified check or checks in specified amounts. Promptly upon receipt of such check or checks, the Company shall be correspondingly reduced.(i) transmit each check (duly endorsed, if necessary) to the respective tendering Holder or Holder of Securities (ii) transfer the shares so

Right of Co-Sale. At any time after If the end of Company and the Standstill Period, Investors have waived or failed to the extent the Non-Selling Shareholders do not timely exercise their right Rights of refusal as First Refusal under paragraph 3 with respect to all any portion of the Offered Shares pursuant Stock, then, subject to Section 2.2 abovethe Investors’ Right of Co-Sale, the NonSeller may Transfer to the Transferee such remaining portion of the Offered Stock as was specified in the Seller’s Notice, by giving written notice to each Investor within five (5) days after the date of the expiration of the Investors’ Refusal Period (the “Right of Co-Selling Shareholders Sale Notice”), specifying the date of the Transfer of the Offered Stock to such Transferee which shall not occur earlier than fifteen (15) days nor later than thirty (30) days after the date of mailing or other transmission of the Right of Co-Sale Notice (the “Closing”), and the number of shares and type of Stock that the Seller desires to Transfer to the Transferee. If the Seller desires to Transfer to the Transferee such Offered Stock, each Investor shall have the right to participate in require, as a condition to such sale or transfer, that the proposed TransferTransferee agree to purchase from such Investor, to at the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), same price per share and on the same terms and conditions as specified involved in such sale or disposition by the Seller, a number of shares of such Investor’s Stock (regardless of the class and series thereof) equal to a percentage of the Offered Stock equivalent to the Investor’s Share. The amount of Offered Stock the Seller may actually Transfer Noticeto the Transferee (after the application of this Section 4) shall be reduced by the number of shares of Investors’ Stock that the Transferee purchases pursuant to this Section 4(a). With respect to each Non-Selling Shareholder, the This Right of Co-Sale Pro Rata Portion shall mean the number of not apply with respect to Offered Shares proposed Stock sold or to be transferred sold to a prospective transferee after giving effect to the exercise of rights under Section 2.2(b) above multiplied by a fraction, the numerator of which shall equal the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice to the Selling Shareholder and Investors or the Company prior to the expiration under their Right of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Securities the Non-Selling Shareholder wishes to sell under its right to participate. To the extent that the Non-Selling Shareholders exercise such right of co-sale, the number of shares of Equity Securities that the Selling Shareholder may sell in the Transfer shall be correspondingly reducedFirst Refusal.

Right of Co-Sale. At any time after If the end of the Standstill Period, Company and Remaining Shareholders have waived or failed to the extent the Non-Selling Shareholders do not timely exercise their right Rights of refusal as First Refusal to purchase all of the Offered Shares pursuant to Section 2.2 aboveStock, the Non-Selling Shareholders shall each Remaining Shareholder will have the right to participate in the proposed Transfersale of any Remaining Offered Stock in the manner set forth herein (the "RIGHT OF CO-SALE"). Pursuant to this Section 4, each Remaining Shareholder may transfer to the extent of their respective Right of Co-Sale Proposed Transferee(s) identified in the Selling Shareholder's Notice such Remaining Shareholder's Pro Rata Portion Share of the Remaining Offered Stock by giving written notice to the Selling Shareholder within ten (as defined below), on 10) days after the same terms date of the Shareholders' Expiration Notice; specifying the number of shares and conditions as specified in the Transfer Notice. With respect type of Stock that such Remaining Shareholder desires to transfer to each Non-Selling Shareholder, Proposed Transferee by exercising the Right of Co-Sale Sale. For purposes of this Section 4, a Remaining Shareholder's "Pro Rata Portion shall mean the number of Offered Shares proposed to Share" will be transferred to a prospective transferee after giving effect to the exercise of rights under Section 2.2(b) above multiplied by defined as a fraction, the numerator of which shall equal is the number of Equity Securities shares of Stock then held owned (or deemed to be held) by a Non-Selling such Remaining Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating is the number of shares of Equity Securities the NonStock then owned (or deemed to be held) by all Remaining Shareholders having a Right of Co-Selling Shareholder wishes to sell under its right to participate. To the extent that the Non-Selling Shareholders exercise such right of co-sale, Sale hereunder plus the number of shares of Equity Securities that Stock held by the Selling Shareholder may sell in who proposes the Transfer shall be correspondingly reducedTransfer.

Right of Co-Sale. At any time after the end of the Standstill Period, to (a) To the extent the t he Company and t he Non-Selling Shareholders Stockholders do not exercise their right respective rights of refusal as to all of the Offered Shares pursuant to Section 2.2 above2.1, the then each Non-Selling Shareholders Stockholder (a "CO-SELLING STOCKHOLDER") notifying t he Selling Stockholder in writing within thirty (30) days after receipt of the Transfer Notice referred to in Section 2.1(a), shall have the right to participate in the proposed Transfer, to the extent such sale of their respective Right of Co-Sale Pro Rata Portion (as defined below), Equity Securities on the same terms and conditions as specified in the Transfer Notice. With respect to each NonSuch Co-Selling Shareholder, the Right of Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be transferred to a prospective transferee after giving effect to the exercise of rights under Section 2.2(b) above multiplied by a fraction, the numerator of which shall equal the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written Stockholder's notice to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating Stockholder shall indicate the number of shares of Equity Securities the NonCo-Selling Shareholder Stockholder wishes to sell under his, her or its right to t o participate. To the t he extent that the one or more of t he Non-Selling Shareholders Stockholders exercise such right of co-saleparticipation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Shareholder Stockholder may sell in the Transfer shall be correspondingly reduced. (b) Each Co-Selling Stockholder may sell all or any part of t hat number of shares of Equity Securities equal to the product obtained by multiplying (i) the aggregate number of shares of Equity Securities covered by the Transfer Notice by (ii) a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) owned by the Co-Selling Stockholder on the date of the Transfer Notice and the denominator of which is the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) owned by the Selling Stockholder and all of the Co-Selling Stockholders on the date of the Transfer Notice.

Right of Co-Sale. At any time after (a) After receiving the end of the Standstill Period, to the extent the Non-Selling Shareholders do not exercise their right of refusal as to all of the Offered Shares Offer delivered pursuant to Section 2.2 5.2(a) above, the NonInvestors (each a “Co-Selling Shareholders shall Sale Participant”) may, in lieu of exercising any rights of first refusal they may have the right under Section 5.2, elect to participate in the proposed Transfer, contemplated Transfer by delivering written notice to the extent Transferring Stockholder within twenty (20) days after delivery of their respective Right of the Offer. Each Co-Sale Pro Rata Portion (as defined below)Participant shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms terms, a number of shares of Common Stock or other issued and conditions as specified in outstanding shares of capital stock of the Transfer Notice. With respect Company (on an as-if-converted and as-if-exercised basis) equal to each Nonthe product of (i) the quotient determined by dividing (A) the number of outstanding shares of Common Stock (calculated on an as-Selling Shareholder, the Right of if-converted and as-if-exercised basis) owned by such Co-Sale Pro Rata Portion shall mean Participant by (B) the aggregate number of outstanding shares of Common Stock of the Company owned or held by the Transferring Stockholder and the Co-Sale Participants (calculated on an as-if-converted and as-if-exercised basis) and (ii) the number of Offered Shares proposed (on an as-if-converted and as-if-exercised basis) to be transferred sold in the contemplated Transfer. (b) The provisions of Section 5.3(a) shall not apply to (i) a Transfer to a prospective Family Member of a Restricted Stockholder for estate planning purposes or (ii) a Transfer by testamentary or intestate disposition. (c) The rights granted pursuant to this Section 5.3 shall terminate immediately upon a Termination Event. (d) In connection with any sale pursuant to this Section 5.3, the transferee after giving effect shall hold such Common Shares or other equity securities of the Company subject to the exercise of rights under Section 2.2(b) above multiplied by a fraction, the numerator of which shall equal the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice same restrictions applicable to the Selling Shareholder Restricted Stockholders and shall agree to be bound by the Company prior to the expiration terms of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Securities the Non-Selling Shareholder wishes to sell under its right to participate. To the extent that the Non-Selling Shareholders exercise such right of co-sale, the number of shares of Equity Securities that the Selling Shareholder may sell in the Transfer shall be correspondingly reducedthis Agreement.

Right of Co-Sale. At any time (1) Within fifteen (15) days after the end expiration of the Standstill Period, to time for exercise by the extent the Non-Selling Shareholders do not exercise their Investors of any rights of first refusal hereunder (and any right of reallotment) in respect of the Offered Shares, the Transferor shall give written notice to each Investor which has not exercised a right of first refusal as to all in respect of the Offered Shares, which notice shall indicate the number of the Offered Shares pursuant as to Section 2.2 above, which the NonInvestors did not exercise their rights of first refusal (the “Co-Sale Shares”) and advise such Investor of its co-sale rights with respect to such Co-Sale Shares. Each such Investor (a “Selling Shareholders Investor”) that notifies the Transferor in writing within fifteen (15) days after receipt of the co-sale notice shall have the a right to participate in any sale by the proposed Transfer, to Transferor of the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), Shares on the same terms and conditions as specified in the Transfer Notice. With respect to each Non-Such Selling Shareholder, the Right of Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be transferred to a prospective transferee after giving effect Investor’s notice to the exercise of rights under Section 2.2(b) above multiplied by a fraction, the numerator of which Transferor shall equal indicate the number of Equity Securities then held by a Non-Selling Shareholder, and the denominator of which shall equal the number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Equity Securities the Non-Selling Shareholder Investor wishes to sell under its right to participate. (2) To the extent that one or more of the Non-Selling Shareholders Investors exercise such right of co-saleparticipation in accordance with the terms and conditions set forth below, the number of shares of Equity Securities that the Selling Shareholder Transferor may sell in the Transfer shall be correspondingly reduced. (3) Each Selling Investor may elect to sell up to such number of the Equity Securities in the Company held thereby equal to the product of (i) the aggregate number of Ordinary Shares covered by the co-sale notice delivered by the Transferor (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) and (ii) a fraction, the numerator of which is the number of Ordinary Shares (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by the Selling Investor on the date of the Transfer Notice, and the denominator of which is the total number of Ordinary Shares (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned (directly or indirectly through wholly-owned subsidiaries) by the Transferor and all of the Selling Investors on the date of the Transfer Notice. For the purpose of this Section 5.3(b)(3), with respect to a Transfer by Listco of any Equity Securities in Techfaith BVI, the aggregate number of Ordinary Shares covered by the Transfer Notice shall be deemed to be the product of (i) the total Ordinary Shares held by Techfaith BVI, and (ii) a ratio by which such number of Equity Securities in Techfaith BVI purported to be Transferred by Listco bear to all Equity Securities in Techfaith BVI held by Listco.