Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) Subject to the above Section 4.1, if at any time a Founder Party or Haode Investment (the “Transferor”) proposes to Transfer any Equity Securities that are beneficially owned or held by the Transferor to any Person other than a Permitted Transferee, pursuant to a bona fide offer received from such third party (the “Proposed Transferee”), the Transferor shall promptly send a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating (i) the number of Shares proposed to be Transferred (the “Offered Shares”); (ii) the proposed purchase price per Share (the “Transfer Price”) in US$ in respect of such Transfer; (iii) the material terms and conditions of such Transfer. Each Holder shall have the right (but not the obligation) (the “Right of Co-Sale”) to participate in such Transfer and transfer simultaneously with the Transferor to the Proposed Transferee its Equity Securities in accordance with this Section 4.2.The Offeree may exercise its right (such exercising Offeree, the “Selling Shareholder”) under this Section 4.2 by providing a written notice (the “Co-Sale Notice”) to the Transferor within ten (10) Business Days after receipt of the Transfer Notice (the “Co-Sale Period”), and such notice delivered to the Transferor shall indicate the number of Equity Securities such Selling Shareholder wishes to sell by exercising its right under this Section 4.2.

Right of Co-Sale. (a) Subject to the above Section 4.1, if at any time a Founder Party or Haode Investment (the “Transferor”) proposes to Transfer any Equity Securities that are beneficially owned or held by the Transferor to any Person other than a Permitted Transferee, pursuant to a bona fide offer received from such third party (the “Proposed Transferee”), the Transferor shall promptly send a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating If (i) the number of Shares proposed to be Transferred (the “Offered Shares”); Transferring Shareholder is an Existing Shareholder, (ii) the proposed Other Shareholders entitled to a purchase price per Share (option under Section 8.4 do not exercise their rights of first refusal as to all of the “Transfer Price”) in US$ in respect of such Transfer; Offered Securities, and (iii) the material terms and conditions Transferring Shareholder wishes to proceed with the Transfer of such Transfer. Each Holder shall have the right (but not the obligation) number of Offered Securities net of all purchases pursuant to Section 8.4 (the “Right of Co-SaleRemaining Securities”) to participate in such Transfer and transfer simultaneously with the Transferor to the Proposed Transferee its Equity Securities on the terms and conditions set forth in accordance with this Section 4.2.The Offeree may exercise its right (such exercising Offereethe Transfer Notice, the “Selling Shareholder”) under this Section 4.2 by providing a Transferring Shareholder shall promptly give written notice (the “Co-Sale Notice”) to the Transferor Company and each Preferred Shareholder who was eligible but did not exercise its purchase option under Section 8.4, which notice shall state (x) the number of Remaining Securities on an as-converted basis to be Transferred, and (y) that such Preferred Shareholder shall have the right, exercisable within ten (10) Business Days days after receipt the Co-Sale Notice, to participate, subject to the provisions of this Section 8.5, in such Transfer of the Remaining Securities on the same terms and conditions as those set forth in the Transfer Notice Notice. Each such Preferred Shareholder electing to participate in the co-sale (the a “Co-Sale PeriodParticipant”)) shall notify the Transferring Shareholder and the Company in writing within such ten (10) day period, and such which notice delivered to the Transferor shall indicate the number of Equity Securities such Selling Shareholder up to the number of Co-Sale Securities that the Co-Sale Participant wishes to sell by exercising under its right under this Section 4.2to participate.

Right of Co-Sale. 2.4.1 (a) Subject At any time prior to the above Section 4.1consummation of the Corporation’s Qualified Public Offering, if at any time a Founder Party or Haode Investment Management Controlling Stockholder (for purposes of this Section 2.4, the “TransferorManagement Controlling Offering Stockholder”) proposes to Transfer any Equity its or his Covered Securities that are beneficially owned or held by the Transferor to any a Person other than not a Permitted TransfereeTransferee described in clauses (i) or (ii) of Section 2.2.1 in a transaction otherwise permitted under and in compliance with Sections 2.1 or 2.2.2 hereof, then each Investor shall be afforded the opportunity, pursuant to a bona fide offer received written notice from such third party Management Controlling Offering Stockholder to join in such Transfer by selling its Covered Securities in accordance with Section 2.4.3 below (the “Proposed TransfereeManagement Controlling Co-Sale Notice”). (b) At any time prior to the consummation of the Corporation’s Qualified Public Offering, if any Series D Preferred Stockholder (for purposes of this Section 2.4, the Transferor “Series D Preferred Offering Stockholder”) proposes to Transfer its or his Covered Securities to a Person not a Permitted Transferee described in clauses (i) or (ii) of Section 2.2.1 in a transaction otherwise permitted under and in compliance with Sections 2.1 or 2.2.2 hereof, then each Series E Preferred Stockholder shall promptly send be afforded the opportunity, pursuant to a written notice from such Series D Preferred Offering Stockholder to join in such Transfer by selling its Series E Preferred Stock in accordance with Section 2.4.3 below (the “Transfer Series D Preferred Co-Sale Notice”). 2.4.2 The Co-Sale Offering Stockholder shall deliver the Co-Sale Notice at least twenty (20) Business Days prior to each Holder (each an “Offeree”) stating the consummation of the Proposed Transfer and shall include: (i) the number of Shares proposed Covered Securities that the Co-Sale Offering Stockholder owns and wishes to be Transferred sell (for purposes of this Section 2.4, the “Offered Shares”); , (ii) the proposed purchase price per Share share for the Offered Shares (the “Transfer Price”) offer to purchase such shares shall be in US$ in respect of such Transfer; cash or cash equivalent only), (iii) the material terms and conditions of such Transfer. Each Holder shall have the right (but not the obligation) (the “Right of Co-Sale”) to participate in such Transfer and transfer simultaneously with the Transferor to the Proposed Transferee its Equity Securities in accordance with this Section 4.2.The Offeree may exercise its right (such exercising Offeree, the “Selling Shareholder”) under this Section 4.2 by providing a written notice (the “Co-Sale Notice”) to the Transferor within ten (10) Business Days after receipt identity of the Transfer Notice proposed transferee, (iv) written evidence that the “Co-Sale Period”)proposed transferee has made a bona fide offer for the Offered Shares and is ready, willing and such notice delivered to the Transferor shall indicate the number of Equity Securities such Selling Shareholder wishes to sell by exercising its right under this Section 4.2.Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement

Right of Co-Sale. (ai) Subject In the event that the Transferor is any of the Founders, Founder Vehicles and members of the key management of the Group Companies and to the above Section 4.1, if at any time a Founder Party or Haode Investment (extent that not all of the “Transferor”) proposes to Transfer any Equity Securities that are beneficially owned or held Offered Shares have been purchased by the Transferor Preferred Shareholders in accordance with Section 6.2 above, each holder of Series A-2 Preferred Shares, Series B Preferred Shares and Series C Preferred Shares (to any Person other than a Permitted Transfereethe extent that it has not exercised the right of first refusal under Section 6.2 above) shall have the right, pursuant to a bona fide offer received from such third party (the “Proposed Transferee”), the Transferor shall promptly send exercisable upon a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating (i) the number of Shares proposed to be Transferred (the “Offered Shares”); (ii) the proposed purchase price per Share (the “Transfer Price”) in US$ in respect of such Transfer; (iii) the material terms and conditions of such Transfer. Each Holder shall have the right (but not the obligation) (the “Right of Co-Sale”) to participate in such Transfer and transfer simultaneously with the Transferor to and the Proposed Transferee its Equity Securities in accordance with this Section 4.2.The Offeree may exercise its right (such exercising Offeree, the “Selling Shareholder”) under this Section 4.2 by providing a written notice Company (the “Co-Sale Notice”) to the Transferor within ten twenty (1020) Business Days days after receipt of the Transfer First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in the Transfer of the remaining Offered Shares on the same terms and conditions as set forth in the Transfer Notice, to the Third Party Purchasers identified in the Transfer Notice (but in no event less favorable to the Transferor) (such notice delivered participating holder of Series A-2 Preferred Shares, Series B Preferred Shares or Series C Preferred Shares, a “Selling Shareholder”). The Co-Sale Notice to the Transferor shall indicate the number of Equity Securities such the relevant Selling Shareholder wishes to sell under its co-sale right, which shall not exceed such Selling Shareholder’s Co-Sale Pro Rata Portion (as defined below) or the total number of the Shares held by exercising its such Selling Shareholder immediately prior to such Transfer (as applicable). To the extent one or more Selling Shareholders exercise such co-sale right under this Section 4.2in accordance with the terms and conditions set forth below, the number of remaining Offered Shares that the Transferor may sell in the Transfer shall be correspondingly reduced proportionally.

Right of Co-Sale. (aA) Subject to the above Section 4.1, if at In respect of any time a Founder Party or Haode Investment (the “Transferor”) proposes to Transfer any Equity Offered Securities that are beneficially owned or held by the Transferor to any Person other than a Permitted Transferee, pursuant to a bona fide offer received from such third party (the “Proposed Transferee”), the Transferor shall promptly send a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating (i) the number of Shares proposed to be Transferred by the Transferor, an Investor, if it does not exercise its right of first refusal pursuant to Clause 4.3 shall, upon notifying the Transferor and the Company in writing (a "CO-SALE NOTICE") within thirty (30) days after the “Offered Shares”); (ii) receipt by the proposed purchase price per Share (Investor of the “Transfer Price”) Notice, have the right to participate in US$ in respect the sale of such Transfer; (iii) Offered Securities including, for the material avoidance of doubt, sales effected to any Exercising Party pursuant to Clause 4.3, on the same terms and conditions of such Transferas specified in the Transfer Notice. Each Holder The Co-Sale Notice shall have indicate the right (but not the obligation) class and number (the “Right of "CO-SALE EXERCISE AMOUNT"), which shall be up to the Investor's Co-Sale”Sale Proportionate Amount (as defined below), of the Equity Securities (the "CO-SALE SECURITIES") which the Investor wishes to co-sell under its right to participate in such Transfer and transfer simultaneously with hereunder. To the Transferor to extent that the Proposed Transferee Investor exercises its Equity Securities right of participation in accordance with the terms and conditions set forth in this Section 4.2.The Offeree may exercise its right (such exercising OffereeClause 4.4, the “Selling Shareholder”) under number of Offered Securities that the Transferor may sell shall be correspondingly reduced. In no event shall the Investor be allowed or required to sell more Equity Securities pursuant to this Section 4.2 by providing a written notice (Clause 4.4 than the “Co-Sale Exercise Amount as specified in its Co-Sale Notice”) to the Transferor within ten (10) Business Days after receipt of the Transfer Notice (the “Co-Sale Period”), and such notice delivered to the Transferor shall indicate the number of Equity Securities such Selling Shareholder wishes to sell by exercising its right under this Section 4.2.

Right of Co-Sale. (a) Subject to 8.1To the extent that any Right of First Refusal Holder has not exercised its Right of First Refusal set forth in Section 7 above Section 4.1, if at any time a Founder Party or Haode Investment (the “Transferor”) proposes to Transfer any Equity Securities that are beneficially owned or held by the Transferor to any Person other than a Permitted Transferee, pursuant to a bona fide offer received from such third party (the “Proposed TransfereeCo-Sale Right Holder”), the Transferor shall promptly send a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating (i) the number of Shares proposed to be Transferred (the “Offered Shares”); (ii) the proposed purchase price per Share (the “Transfer Price”) in US$ in respect of such Transfer; (iii) the material terms and conditions of such Transfer. Each Co-Sale Right Holder shall have the right (but not the obligation) to transfer its Shares to the Transferee together with the Transferor on substantially the same terms and conditions as set forth in the Transfer Notice. Each Co-Sale Right Holder electing to exercise its co-sale right (the “Right of Co-SaleSale Participating Holder”) to participate in such Transfer and transfer simultaneously with the Transferor to the Proposed Transferee its Equity Securities in accordance with this Section 4.2.The Offeree may exercise its right (such exercising Offeree, the “Selling Shareholder”) under this Section 4.2 by providing shall issue a written notice to the Transferor and the Company (the “Co-Sale Notice”) to the Transferor within ten five (105) Business Days days after receipt of the Transfer Notice (the “Co-Sale Right Period”), and such notice delivered to the Transferor which shall indicate set forth the number of Equity Securities that such Selling Shareholder Co-Sale Participating Holder wishes to include in such sale or transfer. The number of Shares that may be transferred by a Co-Sale Participating Holder shall be calculated as follows: S=P*A/B, where: S: means the number of Shares that the Co-Sale Participating Holder may sell by when exercising its right under this Section 4.2.Right of Co-Sale; P: means the number of Transferred Shares;

Right of Co-Sale. If Meridian proposes to sell any Shares (a"Co-Sale Shares") Subject to a xxxxx or affiliated group (the "transferee"), Meridian shall first give reasonable notice in reasonable detail to each Investor in sufficient time to allow each Investor to participate in the sale on the same terms and conditions as Meridian; provided that if the sale involves a sale by Meridian of fewer than 50% of its present share ownership, such Investor shall be entitled to sell only that proportion of its Shares which is equal to the above proportion of Shares being sold by Meridian. To the extent any prospective purchaser or purchasers refuses to purchase shares from an Investor exercising its rights of co-sale hereunder, Meridian shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, Meridian shall purchase the offered shares from the Investor. Notwithstanding the foregoing, the provisions of Section 4.1, if at 2 shall not apply to (i) any time a Founder Party or Haode Investment (the “Transferor”) proposes to Transfer any Equity Securities that are beneficially owned or held by the Transferor to any Person other than a Permitted Transferee, pledge of Co-Sale Shares made pursuant to a bona fide offer received from tide loan transaction that creates a mere security interest, provided that (A) Meridian shall inform the Investors of such third party pledge prior to effecting it and (B) the “Proposed Transferee”), pledgee shall furnish the Transferor shall promptly send Investors with a written notice (the “Transfer Notice”) to each Holder (each an “Offeree”) stating (i) the number of Shares proposed agreement to be Transferred (the “Offered Shares”); bound by and comply with all provisions of Section 2, (ii) the proposed purchase price per Share sale of any Co-Sale Shares to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Transfer Price”) in US$ in respect of such Transfer"Securities Act"); or (iii) the material terms and conditions sale of such Transfer. Each Holder shall have the right (but not the obligation) (the “Right of Co-Sale”) to participate in such Transfer and transfer simultaneously with the Transferor to the Proposed Transferee its Equity Securities in accordance with this Section 4.2.The Offeree may exercise its right (such exercising Offeree, the “Selling Shareholder”) under this Section 4.2 by providing a written notice (the “any Co-Sale Notice”) Shares to the Transferor within ten (10) Business Days after receipt of the Transfer Notice (the “Co-Sale Period”), and such notice delivered to the Transferor shall indicate the number of Equity Securities such Selling Shareholder wishes to sell by exercising its right under this Section 4.2Company.