Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (A) In the event that the Company and/or the Investors fail to exercise their respective rights to purchase all of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then Founder shall deliver to the Company and each Investor written notice (the "CO-SALE NOTICE") that each Investor shall have the right, exercisable upon written notice to Founder within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of the shares of Founder Stock on the same terms and conditions. Such notice from the Investor shall indicate the number of shares of Investor Stock such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each Investor 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 Founder Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the Transfer and the denominator of which is the total number of shares of Common Stock owned by Founder and all Investors at the time of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day period, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder shall concurrently therewith remit to such 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, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of the shares of Founder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by Founder with the procedures described in this Section 2.

Right of Co-Sale. Notwithstanding anything contained herein to the contrary, if at (Ai) In any time any Stockholder or group of Stockholders proposes to enter into any transaction, or series of related transactions, involving the event that Transfer of their Capital Stock and (ii) (x) at the Company and/or time of such transfer, the Series C Investors fail to exercise their respective rights to purchase own at least 50,000 shares of Series C Preferred or Series C Registrable Stock or (y) at the time of such transfer, the Series E Investors own at least the Minimum Series E Shares, then the proposed transferor shall first comply with the provisions of Section 3.3 above. If all of the shares of Founder Capital Stock subject proposed to Sections 2.2 or 2.3 be transferred are not acquired by the Investors and/or the Company pursuant to Section 3.3 hereof, following then the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then Founder proposed transferor shall deliver (i) give to the Company and each Investor written notice of the opportunity to sell or tender its Capital Stock in connection with such transactions at least fifteen days in advance of the sale or the date that such tender is required (the "CO-SALE NOTICE") that each Investor shall have the right, exercisable upon such written notice to Founder within fifteen (15) days after receipt shall contain the material terms of the Co-Sale Notice, transactions) and (ii) require the proposed transferee to participate in such Transfer purchase from each of the Investors the same proportionate number of shares of Founder Capital Stock as the proposed transferee has agreed to purchase from the proposed transferor, at the same time and on the same terms and conditions. Such notice from conditions (including price) applicable to the Investor shall indicate shares of Capital Stock to be sold by the proposed transferor to the proposed transferee; provided, however, that, to the extent the proposed transferee is unwilling to purchase the Capital Stock of the electing Investors as calculated above, then the number of shares of Investor Capital Stock such Investor wishes to sell under his or her right to participate. To the extent one or more of the electing Investors exercise such right of participation in accordance with the terms as so calculated, and conditions set forth below, the number of shares of Founder Capital Stock that Founder may sell as otherwise to be sold by the proposed transferor, each shall be correspondingly reduced. (B) Each Investor may sell all or any part of that number of shares reduced proportionately to equal to the product obtained by multiplying (i) the aggregate number of shares of Founder Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the Transfer and the denominator of which is the total number of shares of Common Capital Stock owned to be purchased by Founder and all the proposed transferee, who will thereupon offer to purchase that number of shares of Capital Stock of the electing Investors as so calculated at the same time of and on the Transfer. If not all of same terms and conditions (including price) applicable to the Investors elect to sell their shares of Common Capital Stock proposed to be transferred within said fifteen (15) day periodsold by the proposed transferor, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional as recalculated herein. An Investor may exercise its right to participate in the sale by giving written notice to the proposed transferor within fifteen days after the date of such additional shares receipt of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above notice of the transaction delivered under clause (i) above. Nothing contained in this subsection 2.4(b). The Investors Article V shall have five (5) days after receipt of such notice to notify Founder of their election confer upon any Investor a right to sell or tender Capital Stock owned by it to any proposed transferee in connection with any transaction entered into by the Company for the purpose of raising additional capital, except as provided for in Section 2.1 above. Anything herein to the contrary notwithstanding, the provisions of this Article V shall not apply: (i) to any Permitted Management Transfer; (ii) to a Transfer of Capital Stock by an Investor; (iii) any time after a QIPO; (iv) any time after the redemption of all or a portion thereof of the unsubscribed shares. Series C Preferred or of all the Series E Preferred or (Cv) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number repurchase of shares of Common Capital Stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder shall concurrently therewith remit to such 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, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of the shares of Founder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors (A) from officers, employees, directors, consultants or contractors of the Company which are subject to restricted stock agreements under which the Company has the option to repurchase such shares upon the occurrence of certain events, including, without limitation, termination of employment or (B) from the Maryland Department of Business and Economic Development pursuant to a Stock Repurchase Agreement dated February 29, 2000. In the event of any such transfer, other than pursuant to subsections (iii), (iv), (v) or (vi) above, the transferee of the Capital Stock shall require compliance by Founder hold the Capital Stock so acquired with all the procedures described in rights conferred by, and subject to all the restrictions imposed by, this Section 2Agreement.

Right of Co-Sale. (Aa) In the event that the Company and/or the Investors fail to exercise their respective rights to purchase all of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then Founder shall deliver to the Company and each Investor written notice (the "CO-SALE NOTICE") that each Investor Each Seller shall have the right, as a condition to such transfer by Xxxxxxxx, exercisable upon written notice to Founder Xxxxxxxx within fifteen five (155) days after receipt of the Co-Sale Notice, to participate in such Transfer transfer of the shares of Founder Stock on the same terms and conditionsXxxxxxxx Xxxxxx. Such notice from the Investor to Xxxxxxxx shall indicate the number of shares of Investor Stock SouthPeak common stock, up to that number of shares determined under Section 1.2(b) such Investor Seller wishes to sell under his or her its right to participate. To the extent one or more both of the Investors Sellers exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Founder Stock Xxxxxxxx Shares that Founder Xxxxxxxx may sell in the transaction shall be correspondingly reducedreduced based on their pro rata ownership. (Bb) Each Investor Seller 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 Founder Stock Xxxxxxxx Shares covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned SouthPeak common stock issued as of the date hereof and held by such Investor Seller at the time of the Transfer Notice and the denominator of which is the total number of Xxxxxxxx Shares plus the number of shares of Common Stock owned SouthPeak common stock issued as of the date hereof and held by Founder and all Investors both Sellers at the time of the TransferNotice. If both Sellers do not all of the Investors elect to sell their shares of Common Stock SouthPeak common stock proposed to be transferred within said fifteen five (155) day period, then Founder Xxxxxxxx shall promptly notify in writing the Investors Seller who do does so elect and shall offer such Investors Seller the additional right to participate in the sale transfer of such additional shares of Co-Sale Stock Xxxxxxxx Shares proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(bSection 1.2(b). The Investors Sellers shall have five (5) days after receipt of such notice to notify Founder Xxxxxxxx in writing of their its election to sell all or a portion thereof of the unsubscribed shares. (Cc) Each Investor Seller who elects to participate in the Transfer transfer pursuant to this Section 2 1.2 (a "CO“Co-SALE PARTICIPANT"Sale Participant”) shall effect its participation in the Transfer transfer by promptly delivering to Founder Xxxxxxxx for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) represent the type and number of shares of Common Stock SouthPeak common stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (Dd) The stock certificate or certificates that the Co-Sale Participant delivers to Founder Xxxxxxxx pursuant to Section 2.4(c1.2(c) shall be transferred to the prospective purchaser in consummation of the sale transfer of the Common Stock SouthPeak common stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder Xxxxxxxx shall concurrently therewith remit to such 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, Founder Xxxxxxxx shall not sell to such prospective purchaser or purchasers any shares of Founder Stock Xxxxxxxx Shares unless and until, simultaneously with such sale, Founder Xxxxxxxx shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (Ee) The exercise or non-exercise of the rights of the Investors any Seller hereunder to participate in one or more Transfers transfers of Xxxxxxxx Shares shall not adversely affect their rights such Seller’s right to participate in subsequent Transfers subject to Section 2transfers of Xxxxxxxx Shares hereunder. (Ff) If none of To the Investors extent that the Sellers do not elect to participate in the sale transfer of the shares of Founder Stock Xxxxxxxx Shares subject to the Co-Sale Notice, Founder such Xxxxxxxx may, not later than sixty seventy-five (6075) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer transfer of the shares of Founder Stock such Xxxxxxxx Shares covered by the Co-Sale Notice within thirty (30) days of the date of such agreement on terms and conditions not materially more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock transfer on terms and conditions materially more favorable to the transferor than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer transfer of any shares of Founder Stock by FounderXxxxxxxx Shares, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors Sellers and shall require compliance by Founder Xxxxxxxx with the procedures described in this Section 21.2.

Right of Co-Sale. 7.12.1. From and after a period of three (A3) years from the Closing, should any of the Founders (in each case, the "Offeree") receive one or more bona fide offers (collectively, the "Offer"), from any person or entity (the "Offeror") to purchase from the Offeree any of the shares in the Company owned by the Offeree, which Offer the Offeree intends to accept, such Offeree shall promptly notify the holders of Preferred B Shares in writing of the name and address of the Offeror and terms and conditions of such Offer. In the event that the Company and/or holders of Preferred B Shares, or part thereof, wish to join in the Investors fail to exercise their respective rights to purchase all of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then Founder shall deliver to the Company and each Investor written notice sale (the "CO-SALE NOTICESelling Holders of Preferred Shares") that each Investor ), they shall have notify the rightOfferee thereof in writing, exercisable upon written notice with a copy to Founder the Company, within fifteen (15) business days after of receipt by them of the Co-Sale Notice, to participate in such Transfer copy of the shares of Founder Stock on Offer. If no such notice is received by the same terms and conditions. Such notice from Offeree within the Investor shall indicate the number of shares of Investor Stock such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth belowspecified time, the number of shares of Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each Investor 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 Founder Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the Transfer and the denominator of which is the total number of shares of Common Stock owned by Founder and all Investors at the time of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day period, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(cOfferee(s) shall be transferred under no restriction with respect to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder shall concurrently therewith remit to such 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, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares to the Offeror. If the Offeree receives notice from the Selling Holders of Founder Stock Preferred B Shares that they wish to join in the sale, then the Offeree shall not sell any shares to the Offeror unless the Offeror agrees to purchase from the Selling Holders of Preferred B Shares such percentage of the shares being offered under the Offer, as is equal to the Selling Holders of Preferred B Shares percentage shareholding of the issued and outstanding share capital of the Company. 7.12.2. As long as there are at least 2 directors which were nominated by the holders of the Preferred B Shares, in the event of a proposed acquisition of shares of the Company from the holders of the Preferred B Shares, the holders of the Preferred B Shares shall not sell any of the Preferred B Shares subject to said acquisition, unless such purchaser agrees to purchase concurrently from the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company holders of the Co-Sale NoticePreferred B Shares, enter into an agreement providing for the closing of the Transfer a pro rata portion of the shares of Founder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale NoticeFounders, as well as any subsequent proposed Transfer reflects the ratio between the percentage of any issued shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors held at such time by the contemplated sellers and the percentage of issued shares of the Company held by the Founders. 7.12.3. The provisions of Sections 7.11 and 7.12 shall require compliance by Founder with not derogate from any right of first refusal to purchase shares being offered for sale pursuant this Agreement or the procedures described Company's Articles of Association as may be in this Section 2effect from time to time.

Right of Co-Sale. (Aa) In the event that the Company and/or the Investors fail to exercise their respective rights to purchase all Neither of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then Founder shall deliver to the Company and each Investor written notice Stouxxxx xx Trouxxxx (the xxch a "CO-SALE NOTICE") that each Investor shall have the right, exercisable upon written notice to Founder within fifteen (15) days after receipt of the Co-Sale NoticeFounder") 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 participate in such Transfer 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 Series B, 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 transferee, shares of Founder Stock on the same terms and conditionsStock. Such notice from the Investor shall indicate the The aggregate number of shares of Investor Stock that the Series B, Series C, Series D and Series E Stockholders shall be entitled to have included in such Investor wishes sale will be that number that upon conversion into Common Stock at the applicable conversion rate would bear the same proportion to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the total number of shares of Stock proposed to be sold by such Co-Sale Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each Investor may sell all or any part of that as the total number of shares equal of Stock held by the Series B, Series C, Series D and Series E Stockholders bears to the product obtained by multiplying (i) the aggregate number of shares of Founder the Company's Common Stock covered by (calculated on a Fully Diluted Common Basis), and each Series B, Series C, Series D and Series E Stockholder shall be entitled to participate in such number pro rata on the Co-Sale Notice by (ii) a fraction the numerator basis of which is the number of shares of Common Stock owned then held by such Investor at the time him or it. Each Series B, Series C, Series D and Series E Stockholder shall have a period of the Transfer and the denominator of which is the total number of shares of Common Stock owned by Founder and all Investors at the time of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day perioddays (the "Offer Period"), then Founder shall promptly notify in writing from the Investors who do so elect and shall offer such Investors the additional right to participate in the sale date notice of such additional shares of Co-Sale Stock proposed opportunity is received to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which give such Co-Sale Participant elects Founder written notice of his or its desire to sell; or (II) that number of shares of Preferred Stock which is at participate in such time convertible into sale, stating in such notice the number of shares desired to be sold; and if no such notice is given within the Offer Period, such Series B, Series C, Series D or Series E Stockholder shall be deemed to have chosen not to participate. In the event that any payments (other than the amounts to be paid to a Co-Sale Founder which are equal to the fair market value of Common Stock which the consideration given by such Co-Sale Participant elects Founder pursuant to sell; provided, however, that if a non-compete or consulting agreement entered into in connection with the prospective purchaser objects transaction contemplated by this Section 6) or distributions are due and owing to the delivery of Preferred Stock in lieu of Common Stock, such one or more Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided Founders in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder shall concurrently therewith remit an amount disproportionate to such Co-Sale Participant that portion of the sale proceeds to which such Founder's or Co-Sale Participant is entitled by reason of its participation Founders' percentage ownership interest(s) in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares Company, or other securities from arrangements whereby any payments are to be received by one or more Co-Sale Founders rather than by the Stockholders on a pro rata basis, then the Co-Sale Founder(s) receiving such disproportionate payments shall be obligated to pay over a portion of such payments received by him (them) to the other Stockholders not receiving such disproportionate payments, so that the payments received by all such Stockholders shall be equivalent on a pro rata basis. (b) Notwithstanding the foregoing, the provisions of Section 6(a) shall be inapplicable to the following transactions: (i) A transfer of any or all of a Co-Sale Participant exercising its rights of co-sale hereunderFounder's shares, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in either during the Co-Sale Notice. (E) The exercise Founder's lifetime or non-exercise of the rights of the Investors hereunder on death by will or intestacy, to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company a member of the Co-Sale NoticeFounder's immediate family or to a trust, enter into an agreement providing for the closing beneficiaries of which are exclusively one or more of the Transfer group of the shares persons consisting of Founder Stock covered by the Co-Sale Notice within thirty (30) days Founder and members of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale NoticeFounder's immediate family. Any proposed Transfer "Immediate family" as used herein shall mean spouse, lineal descendant, father, mother, brother or sister of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by Founder with the procedures described in this Section 2.making such transfer;

Right of Co-Sale. If a Shareholder wishes to Transfer any shares ---------------- of Shareholder Stock (A) In the event that the Company and/or the Investors fail to exercise their respective rights to purchase all of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3other than Excluded Stock), then Founder shall deliver to the Company and each Investor written notice upon such Shareholder's receipt from a third party or third parties (the "CO-SALE NOTICEProposed Transferee(s)") that of a bona fide offer therefor, each Investor shall will have the right, exercisable upon right to participate in the Transfer of such shares in the manner set forth herein (the "Right of Co- Sale"). The Shareholder must give to each Investor a written notice setting forth the number of shares and type of Shareholder Stock proposed to Founder within fifteen (15) days after receipt be Transferred, the purchase price therefor, the identity of the Proposed Transferee(s) and other noticed terms of such proposed Transfer (the "Co-Sale Notice"). Pursuant to this Section 3, to participate in such Transfer of the shares of Founder Stock on the same terms and conditions. Such notice from the Investor shall indicate the number of shares of Investor Stock such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each each Investor may sell all or any part of that number of shares equal Transfer to the product obtained by multiplying (iProposed Transferee(s) the aggregate number of shares of Founder Stock covered by identified in the Co-Sale Notice such Investor's Pro Rata Share of the Shareholder Stock by giving written notice to the Selling Shareholder within ten (ii10) days after the Co-Sale Notice is given in accordance with the preceding sentence specifying the number of shares and type of Stock that such Investor desires to Transfer to each Proposed Transferee by exercising the Right of Co-Sale. For purposes of this Section 3, an Investor's "Pro Rata Share" will be defined as a fraction fraction, the numerator of which is the number of shares of Series B Stock, Series C Stock, Series D Stock and Common Stock issuable upon conversion of such Series B Stock, Series C Stock, and Series D Stock (on an as-converted to Common Stock basis) then owned by such Investor at the time of the Transfer Investor, and the denominator of which is the total number of shares of Series B Stock, Series C Stock, Series D Stock and Common Stock issuable upon conversion of such Series B Stock, Series C Stock and Series D Stock (on an as- converted to Common Stock basis) then owned by Founder and all Investors at the time of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day period, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares having a Right of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into hereunder plus the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder shall concurrently therewith remit to such 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, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of the shares of Founder Stock covered held by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to Selling Shareholder who proposes the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by Founder with the procedures described in this Section 2Transfer.

Right of Co-Sale. If InSight or any of its affiliates wish to sell, transfer, assign or otherwise dispose of (Aeach a "Transfer") In the event that the Company and/or the Investors fail any of their shares of Preferred Stock or any interest therein other than to exercise their respective rights to purchase all an affilitate, including without limitation shares of Common Stock acquired upon conversion of the shares of Founder Preferred Stock subject to Sections 2.2 or 2.3 hereof(a "Preferred Interest"), following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then Founder InSight shall deliver to the Company and each Investor give at least 40 days prior written notice (the a "COCo-SALE NOTICESale Notice") that to the Montxxxxxx Xxxities, which notice shall include the terms and conditions of such proposed Transfer including the identity of each Investor shall have prospective transferee. The Montxxxxxx Xxxities may, within 30 days of the right, exercisable upon written notice to Founder within fifteen (15) days after receipt of the Co-Sale Notice, give written notice (a "Tag-Along Notice") to InSight that they or either of them wish to participate in such Transfer of the shares of Founder Stock on the same terms and conditions. Such notice from the Investor shall indicate the number of shares of Investor Stock such Investor wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each Investor 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 Founder Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Investor at the time of the proposed Transfer and specifying the denominator of which is the total number of shares of Common Stock owned by Founder and all Investors at the time of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day period, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into or Common Stock (to the number 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 Transfer. The number of shares which such Co-Sale Participant elects to sell; provided, however, that if may be included by the prospective purchaser objects Montxxxxxx Xxxities shall be (i) up to the delivery initial $2,000,000 of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock shares proposed to be Transferred (based upon the purchase and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions price specified in the Co-Sale Notice), and Founder shall concurrently therewith remit (ii) up to such Coone-Sale Participant that portion third of the total number of shares subject to the Tag-Along Notice over and above the initial $2,000,000. Notwithstanding anything herein to the contrary, the $2,000,000 referred to in the preceding sentence shall be reduced by the amount of gross proceeds realized by the Montxxxxxx xxxities in any prior sale proceeds 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 which such Coclause (ii) of the preceding sentence shall not exceed $3,333,333. If the Montxxxxxx Xxxities fail to provide a timely Tag-Sale Participant is entitled by reason of its participation Along Notice with respect to any Transfer proposed 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 hereunderNotice, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant on InSight may Transfer the same terms and conditions Preferred Interest specified in the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject Notice to the Co-Sale Notice, Founder may, not later than sixty (60proposed transferree(s) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of the shares of Founder Stock covered by specified in the Co-Sale Notice within thirty (30) for a period of 90 days of such agreement on thereafter upon terms and conditions not no more materially favorable to the transferor than those described set forth in the Co-Sale Notice. Any This Section 1.3 shall then apply to subsequent Transfers by InSight and its affiliates to persons other than their affiliates. If the 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 proposed Transfer of shares of Founder Stock on upon at least the same terms and conditions materially more favorable than those described as set forth in the Co-Sale Notice, as well as Notice (but substituting Common Stock for Preferred Stock on a share-for-share basis without any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by Founder with the procedures described other change in this Section 2.terms

Right of Co-Sale. (A1) In addition to the obligations set forth in Sections 2.1(b)(i) through (iii) above, in the event that the Selling Investor proposes to sell shares of Series E Preferred and the Company and/or the other Investors fail to exercise their respective rights to purchase all of the such shares of Founder Stock Series E Preferred subject to Sections 2.2 Section 2.1(b)(ii) or 2.3 (iii) hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 Sections 2.1(b)(ii) and 2.3(iii), then Founder the Selling Investor shall deliver to the Company and each other Series E Investor written notice (the "COCo-SALE NOTICESale Notice") that each Series E Investor shall have the right, exercisable upon written notice to Founder such Selling Investor with a copy to the Company, within fifteen ten (1510) days after receipt of the Co-Sale Notice, to participate in such Transfer of the shares of Founder Stock Series E Preferred on the same terms and conditions. Such notice from the Investor shall indicate the number of shares of Investor Stock Series E Preferred such Series E Investor wishes to sell (up to that number of shares determined under his Section 2.1(b)(iv)(2) under his, her or her its right to participate. To the extent one or more of the Series E Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Founder Stock Series E Preferred that Founder the Selling Investor may sell in the transaction shall be correspondingly reduced. (B2) Each Series E Investor may sell all or any part of that number of shares equal to the product obtained by multiplying (iA) the aggregate number of shares of Founder Stock Series E Preferred covered by the Co-Sale Notice by (iiB) a fraction fraction, the numerator of which is the number of shares of Common Investor Stock owned by such participating Series E Investor at the time of the Transfer and the denominator of which is the total number of shares of Common Investor Stock owned by Founder the Selling Investor (and all not purchased by the Company or the other Series E Investors) and the other Series E Investors at the time of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day period, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C3) Each Series E Investor who elects to participate in the Transfer pursuant to this Section 2 5(d) (a "COCo-SALE PARTICIPANTSale Participant") shall effect its participation in the Transfer by promptly delivering to Founder the Selling Investor for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) represent the type and number of shares of Common Preferred Stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D4) The stock certificate or certificates that the Co-Sale Participant delivers to Founder the Selling Investor pursuant to Section 2.4(c2.1(b)(iv)(3) shall be transferred to the prospective purchaser in consummation of the sale of the Common Preferred Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder the Selling Investor shall concurrently therewith remit to such 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, Founder the Selling Investor shall not sell to such prospective purchaser or purchasers any shares of Founder Investor Stock unless and until, simultaneously with such sale, Founder the Selling Investor shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of the shares of Founder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by Founder with the procedures described in this Section 2.

Right of Co-Sale. (Aa) In addition to the event that the Company and/or the Investors fail to exercise their respective rights to purchase all of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase restrictions set forth in Section 2.2 and 2.39.02, then Founder except as provided in Section 9.03(d) below, no Member shall deliver to Transfer any Securities now owned or hereafter acquired by such Member (such Member, the Company and “Selling Member”) until such Selling Member notifies each Investor written notice other Member (the "CO-SALE NOTICE") that each Investor shall have the right, exercisable upon written notice to Founder within fifteen (15) days after receipt of the a “Co-Sale Notice, to participate in such Transfer Member”) of the shares of Founder Stock on proposed transaction and gives each Co-Sale Member the opportunity to include Units in the sale to the proposed transferee, upon the same terms and conditionsconditions offered to the Selling Member by such transferee. Such notice from The number of Units that the Investor Selling Member and each Co-Sale Member shall indicate be entitled to have included in such sale will be a number determined by multiplying the number of shares of Investor Stock such Investor wishes Units initially proposed to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each Investor 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 Founder Stock covered sold by the Co-Sale Notice Selling Member by (ii) a fraction fraction, the numerator of which is the total number of shares of Common Stock Unit Equivalents owned by such Investor at Selling Member or Co-Sale Member, as the time of the Transfer case may be, and the denominator of which is the total number of shares of Common Stock Unit Equivalents then owned by Founder and all Investors at the time Members. Each Co-Sale Member shall have a period of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day perioddays (the “Co-Sale Offer Period”) from the date notice of such opportunity is received to give the Selling Member written notice of its desire to participate in such sale, then Founder stating in such notice the number of Units such Co-Sale Member wishes to sell; and if no such notice is given within the Co-Sale Offer Period, such Co-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 sale, in whole or in part, the Selling Member shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of all other participating Co-Sale Stock proposed to be transferred on Members and such other Co-Sale Members (the same percentage basis as set forth above in this subsection 2.4(b). The Investors “Fully Participating Co-Sale Members”) shall have the right, for a period of five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which such Co-Sale Participant elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder shall concurrently therewith remit to such 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, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant beginning on the same terms and conditions specified in first day after the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company expiration of the Co-Sale NoticeOffer Period, enter into to increase the number of Units they may sell pursuant to this Section 9.03, in an agreement providing for aggregate amount of up to the closing 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 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 number of Units 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. (b) Each Member agrees that no Transfer of Units may be made pursuant to Section 9.03(a) unless the shares of Founder Stock covered by proposed transferee has agreed to purchase Units from the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable Members to the transferor than those described in extent required by Section 9.03(a). If any Transfer of Units is made by a Selling Member (or transferee of a Selling Member) contrary to the provisions of this Section 9.03, the Co-Sale Notice. Any proposed Transfer Members shall have the right to require the Selling Member to buy from them (in accordance with the formula specified in Section 9.03(a)) that number of shares of Founder Stock on terms and conditions materially more favorable than those described in Units which the Co-Sale Notice, as well as any subsequent proposed Transfer Members would have been able to sell at the price which the Co-Sale Members would have received if the Selling Member had complied with the provisions of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights Section 9.03(a). (c) The closing of the Company and/or Investors purchase and shall require compliance by Founder with the procedures described in sale of Units under this Section 29.03 shall take place on a date agreed upon by the Selling Member and the Fully Participating Co-Sale Members, within seventy-five (75) days following the expiration of the Co-Sale Offer Period, at the principal office of the Company.

Right of Co-Sale. 11.1 Prior to a Qualified IPO, if (Ax) In YY is the event that Transferor and (y) the Company and/or the Investors fail to exercise their respective rights to purchase all Transfer will cause a change of Control of the shares of Founder Stock subject to Sections 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3Group, then Founder (a) YY shall deliver to the Company and each Investor holder of Series A Preferred Shares a written notice (the "CO“Co-SALE NOTICE"Sale Notice”) specifying (1) a description of the Offered Shares, including the number of the Offered Shares (the “Co-Sale Shares”) and the maximum number of Series A Preferred Shares that such holder of Series A Preferred Shares may participate in sale, (2) the identity and address of the prospective transferee, and (3) the consideration and the material terms and conditions upon which the proposed Transfer is to be made, and (b) each Investor holder of Series A Preferred Shares shall have be entitled to, and may elect to, participate in the rightTransfer by YY to the prospective transferee identified in the Co-Sale Notice of the Offered Shares on the same terms and conditions as specified in the Co-Sale Notice, exercisable upon written notice by delivering to Founder YY, within fifteen ten (1510) days after receipt following delivery of the Co-Sale Notice, to participate in such Transfer of the shares of Founder Stock on the same terms and conditions. Such a written notice from the Investor shall indicate indicating the number of shares of Investor Stock such Investor Series A Preferred Shares that the holder wishes to sell under his or her its right to participate. To , provided that, if Tencent is the extent one or more transferee pursuant to Tencent’s exercise of the Investors exercise such its purchase right of participation in accordance with the terms Section 8.9, any Series A-1 Preferred Shares Transferred to Tencent pursuant to this Section 11 shall, automatically and conditions set forth belowimmediately upon and after such Transfer, the convert into an equal number of shares Series A-2 Preferred Shares. 11.2 The maximum number of Founder Stock Series A Preferred Shares that Founder each holder thereof may elect to sell under its right to participate shall be correspondingly reduced. (B) Each Investor may sell all or any part of that number of shares equal to the product obtained by multiplying of (i) the aggregate number of shares of Founder Stock covered by the Co-Sale Notice Shares (on an as-converted basis) being transferred to the prospective transferee identified in the Co-Sale Notice, multiplied by (ii) a fraction fraction, the numerator of which is the number of shares of Common Stock Series A Preferred Shares (on an as-converted basis) owned by such Investor at the time of the Transfer holder and the denominator of which is the sum of (x) the total number of shares of Common Stock Series A Preferred Shares (on an as-converted basis) owned by Founder all holders thereof, and all Investors at (y) the time total number of Shares (on an as-converted basis) owned by YY, in each case on the date of the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed to be transferred within said fifteen (15) day period, then Founder shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed sharesNotice. (C) 11.3 Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") holder of Series A Preferred Shares shall effect its participation in the Transfer sale of the Co-Sale Shares by promptly delivering to Founder YY for transfer to the prospective purchaser transferee, before the applicable closing, one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) represent the type and number of shares of Common Stock which Series A Preferred Shares that such Co-Sale Participant holder elects to sell; or (II) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. (D) 11.4 The stock share certificate or certificates that the Co-Sale Participant a holder of Series A Preferred Shares delivers to Founder YY pursuant to Section 2.4(c) 11.3 shall be transferred to the prospective purchaser transferee in consummation of the sale of the Common Stock Co-Sale Shares pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder YY shall concurrently therewith remit to such Co-Sale Participant holder of Series A Preferred Shares that portion of the sale proceeds to which such Co-Sale Participant holder is entitled by reason of its participation in such sale. The Company will update its register of members upon the consummation of any such Transfer. 11.5 To the extent that any prospective purchaser or purchasers transferee prohibits such assignment the participation by, or otherwise refuses to purchase shares or other securities from a Co-Sale Participant Series A Preferred Shares from, any holder of Series A Preferred Shares exercising its rights of co-sale rights hereunder, Founder YY shall not sell to such prospective purchaser or purchasers transferee any shares of Founder Stock Shares unless and until, simultaneously with such sale, Founder YY shall purchase such shares or other securities from such Coholder such Series A Preferred Shares that such holder would otherwise be entitled to sell to the prospective transferee pursuant to its co-Sale Participant sale rights hereunder for the same consideration and on the same terms and conditions specified in as the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Co-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of the proposed Transfer of the shares of Founder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by Founder with the procedures described in this Section 2.Shareholders Agreement 30

Right of Co-Sale. Each of XxXxxx and Tech Ventures agrees that ---------------- he or it (A) In the event that the Company and/or the Investors fail to exercise and their respective rights donees, transferees or assignees referred to purchase all in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree to sell, for value any shares of the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, and each twelve-month period thereafter, of not more than 5% of the number of shares of Founder Stock subject capital stock owned by XxXxxx or Tech Ventures, as the 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 Sections 2.2 the number of shares so determined on the basis of 5% per annum, sell or 2.3 hereof, following the exercise or expiration agree to sell up to an aggregate of 16.25% of the rights number of purchase set forth such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in Section 2.2 and 2.3, then Founder shall deliver to the Company and each Investor case of capital stock which is not Common Stock) without first giving written notice (in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the "CO-SALE NOTICE") that each Investor shall have the rightopportunity to elect, exercisable upon written notice to Founder within fifteen (15) 20 days after receipt of the Co-Sale Noticesuch notice, to participate in such Transfer of the shares of Founder Stock sale, or agreement to sell, on a pro rata basis and on the same terms and conditionsconditions as those applicable to XxXxxx and Tech Ventures. Such notice from For purposes of this Section 11.3, the Investor term "pro rata basis" shall indicate mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Investor Common Stock such Investor wishes to sell under his issued or her right to participate. To the extent one or more issuable upon conversion of the Investors exercise 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 (the "Purchaser Shares") then held by such right Purchaser bears to the sum of participation in accordance with the terms and conditions set forth below, the such number of shares of Founder Stock that Founder may sell shall be correspondingly reduced. (B) Each Investor may sell the Purchaser Shares, all or any part of that number of shares equal to the product obtained other Purchaser Shares held by multiplying (i) the aggregate number of shares of Founder Stock covered by the Co-Sale Notice by (ii) a fraction the numerator of which is other Purchasers and the number of 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 such Investor at XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the time provisions of the Transfer and the denominator of which is the total number of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by Founder XxXxxx or Tech Ventures, either jointly or individually, and all Investors at that he or it will make no transfer, gift or other assignment of such shares unless the time of transferee, donee or assignee agrees in writing with the Transfer. If not all of the Investors elect to sell their shares of Common Stock proposed Purchasers to be transferred within said fifteen (15) day periodbound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, then Founder as the case may be. Nothing contained in this Section 11.3 shall promptly notify in writing the Investors who do so elect and shall offer such Investors the additional right to participate in the sale of such additional shares of Co-Sale Stock proposed to be transferred alter any restrictions on the same percentage basis as set forth above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such notice to notify Founder of their election to sell all or a portion thereof of the unsubscribed shares. (C) Each Investor who elects to participate in the Transfer pursuant to this Section 2 (a "CO-SALE PARTICIPANT") shall effect its participation in the Transfer by promptly delivering to Founder for transfer to the prospective purchaser one or more certificates, free and clear of any liens, claims or encumbrances and properly endorsed for transfer, which represent: (I) the type and number of shares of Common Stock which such Coheld 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-Sale Participant elects to sellin-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; or (IIii) that number a trust or partnership set up for the benefit of shares one or more of Preferred Stock which is at such time convertible into the number persons set forth in (i); or (iii) an heir, legatee or legal representative of shares of Common Stock which such Co-Sale Participant elects to sellXxXxxx; provided, however, that if the prospective purchaser objects any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the delivery of Preferred Stock in lieu of Common Stock, transfer that such Co-Sale Participant shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of person is acquiring such shares to the purchaser. (D) The stock certificate or certificates that the Co-Sale Participant delivers to Founder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Founder shall concurrently therewith remit to such 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, Founder shall not sell to such prospective purchaser or purchasers any shares of Founder Stock unless and until, simultaneously with such sale, Founder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (E) The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers shall not adversely affect their rights to participate in subsequent Transfers subject to Section 2. (F) If none of the Investors elect to participate in the sale of the shares of Founder Stock subject to the Coprovisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-Sale Notice, Founder may, not later than sixty (60) days following delivery to the Company of the Co-Sale Notice, enter into an agreement providing month periods provided for the closing of the Transfer of the shares of Founder Stock covered by the Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Co-Sale Notice. Any proposed Transfer of shares of Founder Stock on terms and conditions materially more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any shares of Founder Stock by Founder, shall again be subject to the first refusal and co-sale rights of the Company and/or Investors and shall require compliance by Founder with the procedures described above in this Section 211.3.