Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer.

Co-Sale Rights. (af) In Except in the event case of a Drag-Along Transaction, if VSH proposes to accept a bona fide offer from any Member Person(s), other than a Permitted Transferee, to purchase at least twenty percent (for purposes 20%) of this Section 11.15VSH's shares of Company Stock (a “Purchase Offer”), the “Selling Member”) proposes Participant shall have the right to Transfer all or any portion participate in VSH's sale of its Units (for purposes shares of this Section 11.15Company Stock, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member which shall deliver a be exercisable by delivery of written notice (the “Co-Sale Election Notice”) to each other Member VSH within fifteen (each, a 15) calendar days after receipt by the Participant of notice (the “Co-Sale OffereeSeller's Notice”) at least thirty to the Participant stating (30i) days prior VSH's bona fide intention to making sell such Transfer describing shares of Company Stock, (ii) the general number of shares of Company Stock to be purchased pursuant to the Purchase Offer (the “Sale Shares”), and (iii) the price and terms and conditions of such Purchase Offer, including, without limitation, the number of shares of Company Stock proposed to be sold or transferred, the nature of such sale or transfer, and the consideration to be paid pursuant to the specified terms and conditions of the proposed Transfer, including the purchase price for the Purchase Offer. The Co-Sale Units, Election Notice shall set forth the maximum number of Plan Shares the Participant desires to sell (subject to the limitations set forth in Section 3(b) below) and such written election shall constitute an irrevocable commitment to sell such Plan Shares contingent only upon the closing of the proposed purchaser(s), sale on the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate terms communicated in the contemplated Transfer at Seller's Notice. To the same price and on extent one or more other Participants exercises such right of participation in accordance with the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include set in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect an agreement issued to such Transferother Participant(s) under the Plan, then such period the number of Plan Shares which the Participant may sell shall be extended until a reasonable time after such approvals are obtainedcorrespondingly reduced (unless the purchaser is willing to purchase additional shares of Company Stock). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer.

Co-Sale Rights. (a) In the event any Member (for purposes Any Transfer of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant Equity Securities by an Offeror to a Permitted Transferthird party which is permitted by Section 3.3 shall be subject to the requirement that the third party transferee must also purchase up to an equivalent number, in the Selling Member shall deliver a written notice (the “Co-Sale Notice”) aggregate, of like Equity Securities from Stockholders who choose to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect exercise their right to participate in the contemplated Transfer at the same price and transaction (a "Co-Sale Right"), on the same terms and conditions which govern the Transfer of Equity Securities by delivering the Offeror. Each Stockholder that chooses to exercise a Co-Sale Right must give the Offeror written notice to the Selling Member within (a "Co-Sale Notice") of such election no later than fifteen (15) days after delivery the receipt of the Offeror's Notice of Transfer, provided that any Stockholder who has given a First Offer Notice pursuant to Section 3.3 shall not be entitled to exercise Co-Sale Rights or give a Co-Sale Notice. Each Co-Sale Notice shall set forth (a) the maximum number of Equity Securities (the "Co-Sale Bid") for which the Stockholder is willing to exercise his Co-Sale Right (which number shall not be greater than the Stockholder's Pro Rata portion of the Equity Securities described in the Notice of Transfer) and (b) such Stockholder's agreement to transfer to the third party transferee the number of like Equity Securities determined in accordance with this Section 3.4. The third party transferee shall purchase from each Stockholder that exercises a Co-Sale Right a number of like Equity Securities that is lesser of (i) such Stockholder's Co-Sale Bid and (ii) the product of (1) the number of Equity Securities Transferred by the Offeror and (2) a fraction, the numerator of which is such Stockholder's Co-Sale Bid and the denominator of which the sum of the Co-Sale Notice, which notice shall specify Bids of all the percentage of its Units Stockholders that such exercised Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferRights.

Co-Sale Rights. Except in the case of a sale pursuant to the IPA, (aA) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes If a Series A Preferred Holder wishes to Transfer sell all or any a portion of its Units (for purposes other than to a Permitted Transferee) or (B) to the extent that the right of this first refusal is not exercised by the Company or the Series A Preferred Holders as provided in Section 11.157.3 above, the each Series A Preferred Holders not exercising its rights under Section 7.3 (each such Series A Preferred Holder, a “Co-Sale UnitsRight Holder”) other than pursuant to a Permitted Transfershall have the right, the Selling Member shall deliver a exercisable upon written notice (the “Co-Sale Election Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) calendar days after receipt of the Seller’s Notice, to participate in such Selling Member’s sale of Sale Units pursuant to the specified terms and conditions of the Purchase Offer (provided that the price shall be the Relatively Equivalent Price (as defined below) if the Co-Sale Right Holder has elected to sell Units of a different series and/or class pursuant to Section 7.4(b)). The delivery of the Co-Sale NoticeElection Notice pursuant to this Section 7.4 shall set forth the maximum number, which notice shall specify the percentage class and series of its Units that such Co-Sale Offeree Right Holder desires to include sell (subject to the limitations set forth in Sections 7.4(a) and (b) below) and such written election shall constitute an irrevocable commitment to sell such Sale Units contingent only upon the closing of the proposed Transfer, provided that such percentage shall not exceed sale on the terms communicated in the Seller’s Notice. To the extent one or more of the Co-Sale Participation Percentage. If a Co-Right Holders exercises such right of participation in accordance with the terms and conditions set forth below, the number of Sale Offeree does not give Units which such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer sell shall be correspondingly reduced (unless the purchaser is willing to purchase additional Units). The right of participation of each of the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period Right Holders shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer.following terms and conditions:

Co-Sale Rights. Subject to Section 7(l) hereof, at least 15 business days prior to any sale, transfer, assignment, pledge or other disposal (aa "Transfer") In of Common Stock or of securities convertible into Common Stock by Xxxx Xxxxx or Xxxx Xxxxxx (each, a "Founder") (other than (i) pursuant to an underwritten public offering of shares of the event any Member Company registered under the 1933 Act (for purposes a "Public Offering") or (ii) sales under Rule 144 (provided that the Founders notify the Purchaser of this Section 11.15such sales not more than five days subsequent to the date thereof)), the “Founder making such Transfer (the "Selling Member”Stockholder") proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-"Sale Notice”") to each other Member (each, a “Co-Sale Offeree”the Purchaser specifying in reasonable detail the identity of the prospective transferee(s) at least thirty (30) days prior to making such Transfer describing and the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree The Purchaser may elect to participate in the contemplated Transfer by delivering written notice to the Selling Stockholder within 10 business days after delivery of the Sale Notice. If the Purchaser has elected to participate in such Transfer, the Selling Stockholder and the Purchaser shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms and conditions by delivering written notice terms, a number of shares of Common Stock equal to the Selling Member within fifteen product of (15x) days after delivery the quotient determined by dividing the number of shares of Common Stock owned by such stockholder by the Co-Sale Notice, which notice shall specify aggregate number of shares of Common Stock owned by the percentage of its Units that such Co-Sale Offeree desires to include stockholders participating in such proposed Transfer, provided that such percentage shall not exceed Transfer and (y) the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior aggregate number of shares to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth be sold in the Co-Sale Notice at any time within ninety (90) days after expiration Transfer by the other Shareholders participating in the Transfer. The Purchaser, as a condition of exercising his rights under this Section 7(i), shall enter into such documentation as is expected by the buyer of such fifteen (15)-day period for giving notice (Shares, including, without limitation, documentation comparable to that entered into by the Founders; provided, that if the Purchaser, at the time of such Transfer, is no longer an officer or director of the Company, the only representation and warranty that the Purchaser shall be required to make in connection with any governmental or other third party approval Transfer is required a warranty with respect to its ownership of the Shares to be sold by him and his ability to convey title thereto free and clear of liens, encumbrances or adverse claims. Each stockholder transferring shares pursuant to this Section 7(i) shall pay its pro rata share (based on the number of shares of Common Stock to be sold) of the expenses incurred by the stockholders in connection with such transfer and shall be obligated to join in any indemnification or other obligations that the transferor agrees to provide in connection with such Transfer, then such period provided, however, that the maximum amount of liability in respect of any indemnification obligation (including, but not limited to, attorneys' fees and expenses) shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred to an amount equal to the net proceeds actually received by the Selling Member during Purchaser from the sale of Shares in such ninety (90)-day period (as such period may be extended pursuant to transaction. Notwithstanding the immediately preceding sentencegenerality of the foregoing, the Purchaser's rights under this Section 7(i) shall again expire and be subject to of no further effect upon consummation by the provisions Company of this Section 11.15 prior to any subsequent Transferan underwritten public offering for gross proceeds of at least $7,500,000.

Co-Sale Rights. (a) In the event If any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant Holdings (the "Existing Member(s)") desires to transfer a Sale Interest to a Permitted TransferThird Party (the "Third Party Sale"), the Selling such Existing Member shall deliver a first give written notice (the “Co-a "Third Party Sale Notice”") to each other Member (eachHoldings, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed TransferHoldings may elect, including the purchase price for the Co-Sale Unitsin its sole discretion, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in such sale and sell a proportionate share (determined with respect to the contemplated Transfer at ratio of the Sale Interest to the Voting Interest or Economic Interest, as the case may be, owned by the Existing Member) of its Voting Interest or Economic Interest, as the case may be, then owned by Holdings to the same price and Third Party on the same terms and conditions as the Existing Member (the "Co-Sale Right"). Such Third Party Sale Notice shall set forth: (i) the amount of Sale Interest proposed to be transferred; (ii) the name and address of the Third Party; (iii) the proposed amount of consideration and terms and conditions of payment offered by delivering written notice to the Selling Member within fifteen Third Party; and (15iv) days after delivery that the Third Party has been informed of the Co-Sale NoticeRight provided for in this Section 10.4. Holdings shall notify the Existing Member within thirty (30) days of receipt of the notice of the Third Party Sale, which notice whether Holdings shall specify the percentage of exercise its Units that such Co-Sale Offeree desires to include in such proposed TransferRight, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree and if Holdings does not give such notice prior to the expiration of the fifteen (15)-day period for giving in a timely manner, such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required right shall expire with respect to such Transfer, then such period shall be extended until instance. Upon the consummation of a reasonable time after such approvals are obtained). Any sale by Holdings pursuant to its exercise of its Co-Sale Units not Transferred by Right in connection with a Third Party Sale, Holdings shall make available for transfer the Selling Member during certificate representing the respective Voting Interest or Economic Interest being transferred, as the case may be, and shall be entitled to receive its pro rata share of the proceeds of such ninety (90)-day period (as Third Party Sale simultaneously with such period transfer. The Co-Sale Right may be extended pursuant exercised any number of times but may not be transferred by Holdings under any circumstances. To the extent the Third Party refuses to purchase the immediately preceding sentence) Voting Interest or Economic Interest, or any part thereof, from Holdings, the Existing Member shall again not be subject permitted to transfer the provisions of this Section 11.15 prior Sale Interest to any subsequent Transfersuch Third Party.

Co-Sale Rights. (a) In the event that one or more SZ Affiliates or Handy Affiliates (the "Selling Stockholders") enter into an agreement to sell to any Member purchaser or group of purchasers (for purposes of this Section 11.15other than any other SZ Affiliate, the “Selling Member”) proposes to Transfer all Handy Affiliate or any portion of its Units (for purposes their Affiliates), in a single transaction or related series of this Section 11.15transactions, the “Co-Sale Units”) other than pursuant to a Permitted TransferPublic Sale, such number of CHI Shares as equals or exceeds more than twenty percent (20%) of the CHI Shares held by the SZ Affiliates and the Handy Affiliates in the aggregate, the Selling Member Stockholders shall deliver a written notice first notify the other Stockholders (the “Co"Tag-Sale Notice”Along Stockholders") to each other Member (eachin writing, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, identity of the proposed purchaser(s), the closing date for the sale number of CHI Shares proposed to be sold and the portion proposed purchase price and terms of sale. The Tag-Along Stockholders thereupon shall have the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect right to participate in the contemplated Transfer proposed sale at the same net price per share and on the same other terms and conditions by delivering written notice of sale as offered to the Selling Member Stockholders. In order to exercise their co-sale rights, the Tag-Along Stockholders, within fifteen ten (1510) days after delivery receiving notice from the Selling Stockholders, shall deliver to the Selling Stockholders a written election to participate in the sale to the extent allowed by this Section 7. If any Tag-Along Stockholders have elected to participate in the proposed sale, each participating Tag-Along Stockholder shall be entitled to sell in the proposed sale a number of CHI Shares equal to the product of (i) the quotient (the "Co-Sale Notice, which notice shall specify Fraction") determined by dividing the percentage of its Units that CHI Shares owned by such Coparticipating Tag-Sale Offeree desires to include in such proposed Transfer, provided that such Along Stockholder by the aggregate percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred CHI Shares owned by the Selling Member during such ninety Stockholders and the participating Tag-Along Stockholders, multiplied by (90)-day period (as such period may ii) the total number of CHI Shares to be extended sold in the proposed sale. Notwithstanding anything to the contrary in this Section 7, the sale proceeds to which any Tag-Along Stockholder would otherwise be entitled by reason of its participation in a sale pursuant to the immediately preceding sentence) this Section 7 shall again be subject reduced by an amount equal to the provisions product of this Section 11.15 prior to any subsequent Transfer.such Tag-Along Stockholder's Co-Sale

Co-Sale Rights. (a) In If the event any Member (Offer described in Section 4.04 is for purposes a number of this Section 11.15Offered Securities such that, as a result of such Transfer, the “Third Party Offeror, together with any of its Affiliates (other than VIP or any of its Controlled Affiliates), would beneficially hold a Controlling Interest in the Company, and the other Shareholders do not elect to purchase in the aggregate all of the Offered Securities pursuant to Section 4.05, and either (i) the Selling Member”Shareholder does not exercise its Required Sale Right in respect of such Transfer or (ii) proposes the number of Securities of each other Shareholder, respectively, with regard to which such Selling Shareholder exercises its Required Sale Right ("Required Sale Securities") is less than all of the Securities owned, respectively, by each other Shareholder, then each other Shareholder shall have the right, exercisable by written notice to the Selling Shareholder (a "Co-Sale Notice") within sixty (60) days from delivery by the Selling Shareholder of the Offer Notice, to elect to sell in the proposed Transfer of Offered Securities to such Third Party Offeror, all or any portion of such other Shareholder's Securities free and clear of any Liens other than obligations under this Agreement (other than any Required Sale Securities); provided, however, that neither Eco -------- ------- Telecom nor its Units Permitted Transferees which are Affiliates (for purposes other than VIP or any of its Controlled Affiliates) shall have any rights under this Section 11.154.07 (but shall remain subject to all obligations hereunder) if there has been an Eco Telecom Contribution Default; provided, that if such -------- Eco Telecom Contribution Default is caused by any Specified Legislation which prevents the “Second Closing, any rights granted to Eco Telecom pursuant to this Section 4.06 shall not be suspended. The Transfer of Securities by the other Shareholders pursuant to a Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member Notice shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) be at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions set forth in the Offer Notice; provided, however, that, notwithstanding the foregoing, -------- ------- if the Third Party Offeror identified in the Offer Notice, together with any of its Affiliates (other than VIP or any of its Controlled Affiliates), beneficially holds a Controlling Interest in the Company as a result of more than one Transfer of Securities by delivering written notice to the same Selling Member within fifteen (15) days after delivery Shareholder and/or its Affiliates, then the purchase price of the Co-Sale Notice, which notice shall specify the percentage of its Units that Transferred Securities pursuant to such Co-Sale Offeree desires Notice shall be paid to include each other respective Shareholder in cash in an amount equal to the greatest of (x) the purchase price per share stated in any applicable Offer Notice, (y) the highest purchase price per share paid by the Third Party Offeror in any such proposed Transfer, provided that such percentage shall not exceed Transfer and (z) the Co-Sale Participation PercentageFair Market Value per share of the Securities as of the date of delivery of any applicable Offer Notice. If Failure of any of the other Shareholders to provide a Co-Sale Offeree does not give Notice within such notice prior to the expiration of the fifteen sixty (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (9060) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such day period shall be extended until a reasonable time after deemed an election by such approvals are obtained). Any Co-Sale Units Shareholder not Transferred by to participate in the Selling Member during such ninety (90)-day period (as such period may be extended proposed Transfer pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer4.07.

Co-Sale Rights. (a) 7.10.1 In the event that any Member Interests that are subject to Sections 7.9.1 or 7.9.2 in connection with a Transfer are not purchased pursuant to Sections 7.9.1 and 7.9.2 above and thereafter are to be Transferred to a prospective transferee (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.157.10, the “Co-Sale UnitsInterests”), each Series D Preferred Member, Series C Preferred Member and Series B Preferred Member (excluding any Preferred Offeror under Section 7.9.2, if applicable) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member proposing to Transfer such Interests (the “Transferring Member”) within fifteen (15) days after delivery of the Company declines to exercise its option to purchase pursuant to Section 7.9 above (a “Co-Sale Acceptance Notice”), which notice Co-Sale Acceptance Notice shall specify the percentage of its Series D Preferred Units, Series C Preferred Units and/or Series B Preferred Units, as the case may be, that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the percentage that the total number of Series D Preferred Units, Series C Preferred Units and/or Series B Preferred Units, respectively, held by such Co-Sale Participation PercentageOfferee represents of the sum of the total number of Series D Preferred Units, Series C Preferred Units and Series B Preferred Units, respectively, that are then outstanding. If no Co-Sale Offeree gives a Co-Sale Offeree does not give such notice Acceptance Notice prior to the expiration of the fifteen (15)-day 15) day period for giving such noticeCo-Sale Acceptance Notice, then the Selling Transferring Member may Transfer the Co-Sale Units Interests to any Person on terms and conditions that are no more favorable to the Selling Transferring Member than those set forth in the Co-Sale Offer Notice at any time within ninety seventy five (9075) days after expiration of such fifteen (15)-day 15) day period for giving notice a Co-Sale Acceptance Notice (provided, provided that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units Interests not Transferred by the Selling Transferring Member during such ninety seventy five (90)-day 75) day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 7.10 prior to any subsequent Transfer.

Co-Sale Rights. (a) In the event If Heritage determines to transfer, ------------ -------------- including without limitation any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than transfer pursuant to a Permitted Transfermerger, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each consolidation or other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions business combination of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(sCompany or any subsidiary with another person or entity (except pursuant to a Public Offering), the closing date for the sale and the all or a portion of the Selling Member’s Units Common Stock held by it (any such transfer being referred to herein as a "Heritage -------- Transfer Event"), Heritage shall give prior notice thereof (the "Transfer Event -------------- -------------- Notice") to the other Qualified Stockholders, indicating the overall value of ------ the Company implied by the transfer, the Securities to be Transferred (transferred and the “Co-Sale Participation Percentage”)value of such Securities in the proposed transfer, which value will be determined by taking the overall Company value stated in the notice and allocating that value among the Company's outstanding Securities in accordance with the liquidation provisions of the Certificate of Incorporation. Each Co-Sale Offeree may elect other Qualified Stockholder shall have the right, by giving notice thereof to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member Heritage within fifteen (15) 20 days after delivery receipt of the Co-Sale Transfer Event Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that transfer the same proportion of its holdings of each class of Securities as Heritage transfers of its holdings of Common Stock in such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (transaction; provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period each holder of Preferred Stock shall be extended until entitled to include all of such holder's shares of Preferred Stock in any such transfer that constitutes a reasonable time after such approvals are obtained)Trigger Event. Any Co-Sale Units Except as provided below, Heritage will not Transferred transfer any Securities in a transaction covered by this Section 5.01 unless the transferee also acquires any Securities requested by the Selling Member during such ninety (90)-day period (as such period may be extended other Qualified Stockholders pursuant to the immediately preceding sentencesentence to be included in such transfer, at the applicable values determined in accordance with the preceding paragraph (except as provided in Section 5.04 below) and terms specified in the Transfer Event Notice and in the same form of consideration received by Heritage, and as to which the other Qualified Stockholders comply with the following paragraph. In the event that more Securities are requested to be included in any transfer under this Section 5.01 than the transferee is willing to purchase, the Securities to be transferred by Heritage and the other Qualified Stockholders to such transferee shall again be reduced pro rata among Heritage and such other Qualified Stockholders based on the number of Securities requested to be included in such transfer (and subject to the provisions prior rights of holders of Preferred Stock to transfer their shares in a Trigger Event). Heritage shall have 150 days after the close of the 20-day period specified above to transfer the Securities described in the Transfer Event Notice at the price (except as provided in Section 5.04 below) and on the terms specified therein, together with any additional Securities to be included in such transfer pursuant to the preceding paragraph. Any Qualified Stockholder whose Securities are being transferred pursuant hereto, in order to be entitled to have such Securities transferred, shall deliver on no less than five business days notice from Heritage, at the time and place specified by Heritage, certificates representing the Securities to be transferred, duly endorsed for transfer to the transferee designated by Heritage, free and clear of all liens, restrictions, claims and encumbrances, except as provided in this Agreement and under applicable securities laws. Notwithstanding the foregoing, (a) this Section 11.15 prior shall not apply to transfers by Heritage to its partners which are required by its Agreement of Limited Partnership, as amended, if such partners become parties to this Agreement, and (b) no shares of Series B Common Stock may be included in any subsequent Transfertransfer covered by this Section unless the transfer constitutes a Trigger Event.

Co-Sale Rights. (a) In Brothers Capital hereby grants to each of the event Investors, and each of the Investors hereby grants to Brothers Capital, a right of co-sale (the "Co-Sale Right") with respect to sales during the Restricted Period by such granting Shareholder (a "Proposed Transferor") of Shares now owned or hereafter acquired by it. During the Restricted Period, if any Member (for purposes of this Section 11.15, the “Selling Member”) Proposed Transferor proposes to Transfer any Shares now owned or hereafter acquired by it to any Proposed Transferee in any transaction after complying with Section 3.2, to the extent the Offeree Shareholders do not exercise their Rights of First Refusal as to all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than Shares offered pursuant to a Permitted TransferSection 3.2, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) each Shareholder entitled to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred Right (the “a "Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect Seller") shall have the right to participate in sell to the contemplated Transfer Proposed Transferee, at the same price per Share and on upon the same terms and conditions as the Transfer by delivering written notice the Proposed Transferor, up to the Selling Member within fifteen number of whole Shares that is equal to the number derived by multiplying (15i) days after delivery the aggregate number of Shares (on an as-converted basis) to be acquired by the Proposed Transferee in the Transfer by (ii) a fraction, the numerator of which is the aggregate number of Shares (on an as-converted basis) held by such Co-Seller, and the denominator of which is the aggregate number of Shares (on an as-converted basis) held by the Proposed Transferor plus the aggregate number of Shares (on an as-converted basis) held by all Co-Sellers. The Proposed Transferor shall notify all Co-Sellers in writing of each such proposed Transfer promptly following the expiration of the last offering period provided in Section 3.2(c). Such notice (the "Transfer Notice") shall set forth: (w) the description and number of Shares proposed to be transferred, (x) the name and address of each Proposed Transferee, (y) the proposed amount of consideration and terms and conditions offered by each Proposed Transferee, and (z) that the Proposed Transferee has been informed of the Co-Sale NoticeRight provided for in this Section 3.3 and has agreed to purchase the Shares in accordance with the terms hereof. Each Shareholder of then currently convertible, which notice exchangeable or exercisable rights to acquire Shares shall specify the percentage of its Units that be given an opportunity to exercise such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice rights prior to the expiration consummation of the fifteen (15)-day period for giving such notice, then the Selling Member may any proposed Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions terms of this Section 11.15 prior to any subsequent Transfer3.3 and participate in such Transfer as a Shareholder.

Co-Sale Rights. (a) In To the event any Member (for purposes extent that an Offer Notice has been delivered as set forth in Section 3.01 above and at the end of this Section 11.15the Election Period, the “Selling Member”Other Significant Stockholders have delivered Acceptance Notices as to less than the total number of Offered Shares, to the extent the Transferring Stockholders receive an offer or offers (with terms in compliance with the second to last sentence of Section 3.01) proposes to Transfer all or any portion purchase a remaining number of its Units (for purposes Offered Shares that constitute in the aggregate at least 20% of this Section 11.15the outstanding shares of Common Stock on a fully diluted, as-converted as-exercised basis, the “Transferring Stockholders shall deliver to each Other Significant Stockholder who has not exercised its rights pursuant to Section 3.01 and to each Non-Affiliated Holder (collectively, such Other Significant Stockholders and Non-Affiliated Holders are referred to as the "Co-Sale Units”) other than pursuant to a Permitted TransferOfferees"), the Selling Member shall deliver a written notice of such offer (the “Co-a "Sale Notice”") to each other Member which shall specify all of the particulars of the offer including, but not limited to, (each, a “Co-Sale Offeree”i) at least thirty (30) days prior to making such Transfer describing the general terms name and conditions address of the proposed Transfer, including transferee(s); (ii) the number of shares and class of capital stock to be transferred; (iii) a description of all the terms of the Transfer (which must include the per share purchase price for price); (iv) the Co-Sale Units, name of the proposed purchaser(s), representative of the closing date for the sale Transferring Stockholders and the portion address of such representative to which notice of election to participate in the Selling Member’s Units offer is to be Transferred (the “Co-Sale Participation Percentage”)sent. Each Co-Sale Offeree may elect to participate in the offer described in the Sale Notice at the same price per share and on the same terms by delivering written notice of its election to participate in the offer to the representative of the Transferring Stockholders within 15 days after receipt of the Sale Notice; provided, however, that if the consideration to be received in the proposed Transfer consists of securities, either in whole or in part, only Non-Affiliated Holders that are accredited investors, as defined in Rule 501(a) under the Securities Act, shall have the right to participate in such Transfer. If any eligible Co-Sale Offerees have elected to participate in the offer, each Transferring Stockholder and such Co-Sale Offerees shall be entitled to sell pursuant to the contemplated Transfer offer, at the same price and on the same terms and conditions by delivering written notice terms, a number of shares of Significant Stockholder Stock equal to the Selling Member within fifteen product of (15i) days after delivery the quotient determined by dividing the number of shares of Significant Stockholder Stock, calculated on a fully diluted, as-converted, as-exercised basis, owned by such Significant Stockholder or Non-Affiliated Holder, as the case may be, by the aggregate number of shares of Significant Stockholder Stock, calculated on a fully diluted, as-converted basis, as-exercised basis owned by the Transferring Stockholder and all Co-Sale Offerees participating in such sale and (ii) the number of shares of Significant Stockholder Stock, calculated on a fully diluted, as-converted basis, as-exercised basis to be sold in the contemplated Transfer. Each Transferring Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Co-Sale NoticeOfferees in any contemplated Transfer, which notice and no Transferring Stockholder shall specify the percentage transfer any of its Units that shares of Significant Stockholder Stock to any prospective transferee if such Co-Sale Offeree desires prospective transferee(s) declines to include in such proposed Transfer, provided that such percentage shall not exceed allow the participation of the Co-Sale Participation PercentageOfferees. If a Co-Sale Offeree does not give such notice prior In addition to the expiration requirements of Section 6.05(b) of this Agreement, Section 3.02 shall not be waived, discharged, terminated or amended (i) so as to increase the percentage of Offered Shares required to be purchased hereunder in order to trigger the co-sale rights specified herein above 20% or (ii) in any manner that may have a disproportionate adverse effect on the Non-Affiliated Holders in relation to the other holders of Investor Stock, in each case without the written consent of the fifteen (15)-day period for giving Non-Affiliated Holders holding at least two-thirds of the outstanding shares of Investor Stock held by all Non-Affiliated Holders on an as-converted basis, and any such noticewaiver, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provideddischarge, that if any governmental termination or other third party approval is required with respect to such Transferamendment, then such period whether retroactively or prospectively effective, shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by binding on all of the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferInvestors, Management Holders and Additional Stockholders."

Co-Sale Rights. (a) In the event that one or more SZ Affiliates or Handy Affiliates (the "Selling Stockholders") enter into an agreement to sell to any Member purchaser or group of purchasers (for purposes of this Section 11.15other than any other SZ Affiliate, the “Selling Member”) proposes to Transfer all Handy Affiliate or any portion of its Units (for purposes their Affiliates), in a single transaction or related series of this Section 11.15transactions, the “Co-Sale Units”) other than pursuant to a Permitted TransferPublic Sale, such number of CHI Shares as equals or exceeds more than twenty percent (20%) of the CHI Shares held by the SZ Affiliates and the Handy Affiliates in the aggregate, the Selling Member Stockholders shall deliver a written notice first notify the other Stockholders (the “Co"Tag-Sale Notice”Along Stockholders") to each other Member (eachin writing, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, identity of the proposed purchaser(s), the closing date for the sale number of CHI Shares proposed to be sold and the portion proposed purchase price and terms of sale. The Tag-Along Stockholders thereupon shall have the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect right to participate in the contemplated Transfer proposed sale at the same net price per share and on the same other terms and conditions by delivering written notice of sale as offered to the Selling Member Stockholders. In order to exercise their co-sale rights, the Tag-Along Stockholders, within fifteen ten (1510) days after delivery receiving notice from the Selling Stockholders, shall deliver to the Selling Stockholders a written election to participate in the sale to the extent allowed by this Section 7. If any Tag-Along Stockholders have elected to participate in the proposed sale, each participating Tag-Along Stockholder shall be entitled to sell in the proposed sale a number of CHI Shares equal to the product of (i) the quotient (the "Co-Sale Notice, which notice shall specify Fraction") determined by dividing the percentage of CHI Shares owned by such participating Tag-Along Stockholder by the aggregate percentage of CHI Shares owned by the Selling Stockholders and the participating Tag-Along Stockholders, multiplied by (ii) the total number of CHI Shares to be sold in the proposed sale. Notwithstanding anything to the contrary in this Section 7, the sale proceeds to which any Tag-Along Stockholder would otherwise be entitled by reason of its Units that participation in a sale pursuant to this Section 7 shall be reduced by an amount equal to the product of such Tag-Along Stockholder's Co-Sale Offeree desires to include in such proposed TransferFraction multiplied by the sum of any costs, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such noticefees and expenses, then the Selling Member may Transfer the Co-Sale Units to any Person on terms including, without limitation, attorneys', accountants' and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (providedinvestment bankers' fees and expenses, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred incurred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to Stockholders in connection with the immediately preceding sentence) shall again be subject to sale or the provisions exercise of the Tag-Along Stockholders' rights under this Section 11.15 prior 7. The participating Tag-Along Stockholders shall, as promptly as practicable and as a condition to any subsequent Transfertheir participation, enter into such agreements as shall be reasonably requested by the Selling Stockholders for the sale of their CHI Shares in the proposed sale.

Co-Sale Rights. If any of the Stockholders (a) In the event any Member (for purposes of this Section 11.15, the “"Selling Member”Stockholders") proposes to Transfer all or sell any portion of his or its Units Shares or Future Shares (for purposes of this Section 11.15, the “Co-Sale Units”"Third Party Sale") other than pursuant to a Permitted Transfer, third party (the "Third Party") who is not an affiliate or relative of the Selling Member Stockholder, such Selling Stockholder shall deliver a first give written notice (of the “Co-Third Party Sale Notice”) to each other Member (eachStockholder, and each other Stockholder separately may elect to sell a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units Shares or Future Shares then owned by such other Stockholder to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and Third Party on the same terms and conditions by delivering written notice to as the Selling Member within fifteen Stockholder (15) days after delivery the "Co-Sale Right'). The number of Shares or Future Shares owned by each other Stockholder which shall be entitled to the Co-Sale NoticeRight in any instance (the "Offered Shares") shall be determined by multiplying the total number of Shares or Future Shares subject to the Third Party Sale by a fraction: (i) the numerator of which shall be the number of Shares and Future Shares then owned by such other Stockholder, and (ii) the denominator of which shall be the sum of all Shares and Future Shares then owned by all Stockholders. The Offered Shares shall be rounded down to the nearest whole number of shares and the total number of Shares and Future Shares the Selling Stockholder may convey pursuant to such Third Party Sale shall be reduced by the number of Offered Shares. Each other Stockholder shall notify the Selling Stockholder within thirty (30) days of receipt of the notice shall specify of the percentage of Third Party Sale, whether such other Stockholder wishes to exercise its Units that such Co-Sale Offeree desires to include in Right, and if such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree other Stockholder does not give such notice prior to the expiration of the fifteen (15)-day period for giving in a timely manner, such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required right shall expire with respect to such Transfer, then such period shall be extended until instance. Upon the consummation of a reasonable time after such approvals are obtained). Any sale pursuant to a Third Party Sale each other Stockholder exercising its Co-Sale Units Right shall make available for transfer its Offered Shares and shall be entitled to receive its pro rata share of the proceeds of such sale. The Co-Sale Right may be exercised any number of times but may not Transferred be transferred by a Stockholder under any circumstances. To the extent the Third Party refuses to purchase the Offered Shares, or any part thereof, from any Stockholder exercising its Co-Sale Right hereunder, the Selling Member during Stockholder shall not sell to such ninety (90)-day period (Third Party any Shares or Future Shares, unless and until, simultaneously with such sale, the Selling Stockholder shall purchase such refused Offered Shares from the other Stockholder(s) on the same terms and conditions as such period may be extended pursuant the Selling Stockholder sells its or his Shares or Future Shares to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferThird Party.

Co-Sale Rights. (a) In Subject to the event any Member rights of America Online, Inc. (for purposes "AOL") set forth in that certain Stockholders' Agreement, dated as of this November 13, 1998, among the Company, AOL, Provident, Provident Indemnity Life Insurance Company, Health Plan Services, Inc. Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx (the "AOL Agreement"), until the Common Stock is registered under Section 11.1512(b) or 12(g) of the Exchange Act, in connection with a proposed Transfer of Common Stock Beneficially Owned by a Holder (a "Selling Holder") to a Person other than a Permitted Transferee, each Holder shall have the “Selling Member”) proposes right, but not the obligation, to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s)) that number of shares of Common Stock (or if such number is not an integral number, the closing date for next integral number which is greater than such number) which shall be the sale product of (i) the total number of shares of Common Stock then Beneficially Owned by such Holder on a Fully Diluted Basis and (ii) a fraction, the portion numerator of which shall be the Selling Member’s Units number of shares of Common Stock to be Transferred (by the “Co-Sale Participation Percentage”)Selling Holder and the denominator of which shall be the total number of shares of Common Stock then Beneficially Owned by all of the Holders on a Fully Diluted Basis. Each Co-Sale Offeree may elect The Common Stock to participate in the contemplated Transfer at the same price and be Transferred hereunder shall be Transferred on the same terms and conditions by delivering written notice as those applicable to the Selling Member within fifteen (15) days after delivery of Holder specified in the Co-Sale Notice, which notice including the time of Transfer, form of consideration and per-share price. The failure of any Holder to exercise its rights under this Section 4 shall specify result in such Holder's exclusion from the percentage of its Units that such Co-Transfer specified in the Sale Offeree Notice. If any Holder desires to include in exercise its rights under this Section 4 (each, a "Participating Holder"), such proposed Transfer, provided that such percentage Participating Holder shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such written notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable thereof to the Selling Member Holder no later than those set forth ten days after the date of the Sale Notice. Each Participating Holder shall promptly take all steps described in the Co-Sale Notice at any time within ninety (90) days after expiration to effectuate the Transfer of the Common Stock covered thereby, including without limitation the furnishing of information customarily provided in connection with such a Transfer and the execution of such fifteen (15)-day period for giving notice (providedsales and other transfer documents with such representations, that if warranties, agreements, covenants and indemnities as may be required. This provision shall not permit a Holder to duplicate any governmental rights such holder has as a result of co-sale rights contained in any other agreement or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred security issued by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferCompany.

Co-Sale Rights. (a) In the event any If a selling Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion proceed with the sale of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than selling Member’s offered Interest pursuant to a Permitted TransferSection 6.3.3, then during the Selling fifteen (15) day period following the Member shall deliver a written notice Notice Period (the “Co-Sale NoticeCutoff Date”) to ), each Member other than the selling Member (each, a “Co-Sale OffereeRightholder”) at least thirty shall have the right to sell to the purchaser named in the notice delivered pursuant to Section 6.3.1, upon the terms set forth in the notice delivered thereunder, that number of Units held by such Co-Sale Rightholder determined by multiplying the number of Units that the purchaser is willing to purchase by a fraction, (30i) the numerator of which is the number of Units such Co-Sale Rightholder has proposed to sell to the purchaser, and (ii) the denominator of which is the total number of Units that all Members have proposed to sell to the Purchaser, as further provided in Section 6.5.2. The Co-Sale Rightholder(s) exercising their rights pursuant to this Section 6.5 shall sell the number of Units required to be sold by such Co-Sale Rightholder(s) pursuant to this Section 6.5.1, and the number of Units to be sold to such purchaser by the selling Member shall be reduced accordingly. The transaction contemplated by this Section 6.5 shall be consummated not later than 90 days prior after the Cutoff Date. A selling Member shall give notice to making such Transfer describing each Co-Sale Rightholder of each proposed sale by it of an Interest which gives rise to the general terms and conditions rights of the proposed Transfer, including the purchase price for the Co-Sale UnitsRightholders set forth in this Section 6.5, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within least fifteen (15) days prior to the proposed consummation date of such sale, such date to be at least 15 days after delivery the expiration of all rights of first refusal pursuant to Sections 6.3.1. and 6.3.2. herein setting forth the name of such selling Member, the number of Units of Interest proposed to be sold, the name and address of the Co-Sale Noticeproposed purchaser, which notice shall specify the proposed amount and form of consideration and terms and conditions of payment offered by such purchaser, and the percentage of its Units that such Co-Sale Offeree desires Rightholder may sell to include such Third Party Purchaser (determined in such proposed Transferaccordance with Section 6.5.1.), provided that such percentage shall not exceed the any Co-Sale Participation PercentageRightholder may waive its rights under this Section 6.5 prior to the expiration of such period by giving written notice to the selling Member, with a copy to the Company. If The Co-Sale Rights provided by this Section 6.5 must be exercised by any Co-Sale Rightholder wishing to sell its Units within 10 days following receipt of the notice required by Section 6.5.2, by delivery of a written notice to the selling Member indicating such Co-Sale Rightholder wishes to exercise its rights and specifying the number of Units (up to the maximum number of Units owned by such Co-Sale Rightholder required to be purchased by such purchaser) it wishes to sell, provided that any Co-Sale Rightholder may waive its rights under this Section 6.5 prior to the expiration of such 10-day period by giving written notice to the selling Member, with a copy to the Company. The failure of a Co-Sale Offeree does not give Rightholder to respond within such notice 10-day period shall be deemed to be a waiver of such Co-Sale Rightholder’s rights under this Section 6.5. Each selling Co-Sale Rightholder shall sell, at the price per Unit and on the terms set forth in the notice, a number of Units held by such selling Co-Sale Rightholder up to such selling Co-Sale Rightholder’s percentage as defined in Section 6.5.1. Each selling Co-Sale Rightholder which has so notified the selling Member of its intention to sell Units in the transaction prior to the expiration of the fifteen (15)-day notice period for giving such noticeshall be entitled to do so, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable subject to the Selling Member than those terms set forth in the Co-Sale Notice at any time this section 6.5.4; provided, however, that if such sale is not closed within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (providedfailure or refusal, that if any governmental or other third party approval is required the selling Member shall not transfer Interest without again complying with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 6.5. If the purchaser fails to purchase Units from any Co-Sale Rightholder that has properly exercised its co-sale rights pursuant to this Section 6.5.4, then the selling Member shall not be permitted to consummate the proposed sale of the selling Member’s offered Interest, and any such attempted sale shall be null and void ab initio. Notwithstanding the foregoing, a selling Co-Sale Rightholder (i) shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the selling Member, (ii) shall only make representations, warranties, indemnities and covenants severally and in its capacity as a member concerning its valid ownership of membership rights or interests of the Company, free of all liens, and its authority, power and right to enter into and consummate such purchase and sale without violating any other agreements to which it is a party or its assets are bound, (iii) shall not be obligated to bear more than its pro rata share of any expenses or any indemnification liability up to the net cash proceeds received by such selling Co-Sale Rightholder in connection with the sale, and (iv) shall provide any customary restrictive covenants required in connection with such Sale Transaction. Preemptive Rights and Anti-Dilution Rights Preemptive Rights. If, at any time, the Company proposes to issue or sell any New Securities to any Person, whether or not a Member, then, not less than fifteen (15) days nor more than one hundred twenty (120) days prior to the consummation of such transaction, the Company shall give notice thereof (“Preemptive Rights Notice”) to each Member who holds Interests (individually, “Participating Member,” and collectively, “Participating Members”). Each Preemptive Rights Notice shall: Specify in reasonable detail (i) the number and type of New Securities which the Company proposes to issue or sell, and (ii) the time within which, the price at which, and all other material terms and conditions upon which, the Company proposes to issue or sell such New Securities; and, Make explicit reference to this Article VII and state that the right of each Participating Member to purchase any subsequent Transferof such New Securities under this Article VII shall expire unless exercised with twenty (20) days of the Preemptive Rights Notice. Notwithstanding anything contrary to the foregoing, XXXX has the right to assign XXXX’x preemptive rights under this Agreement, with any exercise of such assignment being evidenced by an executed assignment (of a form attached hereto as Exhibit C) filed with the Company and maintained in the company minute book. Upon XXXX’x exercise of such assignment right, the assignee and not XXXX shall be deemed the “Participating Member” pursuant to this Article VII.

Co-Sale Rights. (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes that either Flax or Xxxxxxxxxx desire to Transfer all or individually at least ten percent (10%) (on an as converted-to common basis and without giving effect to any portion accumulated dividends on the then outstanding shares of its Units Series A Preferred Stock) of his Shares to a single Transferee (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to any Permitted Transferee), in a Permitted single transaction, or in one or more transactions to multiple Transferees that are related parties, then Flax or Xxxxxxxxxx (as applicable) shall give written notice to the CPK Parties indicating (i) the identity and address of the proposed Transferee, (ii) the form and amount of consideration to be paid for such Shares, (iii) the anticipated closing date of such Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”iv) to each all other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the such proposed Transfer, including representations and warranties to be given to the purchase price for the Co-Sale Unitsproposed Transferee and similar provisions, and (v) if such an agreement has been prepared, the proposed purchaser(s), the closing date for the sale and the portion form of the Selling Member’s Units agreement pursuant to which such Transfer is to be Transferred (the “Co-Sale Participation Percentage”)made, together with all ancillary documents referred to in such agreement. Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within The CPK Parties shall have fifteen (15) days after delivery such notice is deemed delivered to elect to participate in the proposed Transfer by giving written notice to Flax or Xxxxxxxxxx (as applicable) within such fifteen (15) day period. Each CPK Party electing to participate in the Transfer shall be entitled to sell to the prospective Transferee a number of Shares equal to the total number of Shares which Flax or Xxxxxxxxxx (as applicable) proposed to Transfer multiplied by the quotient of (a) the number of Shares owned by such CPK Party as of the Co-Sale Noticedate notice is given as provided in the first sentence of this Section 4.2(a), divided by (b) the aggregate number of Shares owned by Flax or Xxxxxxxxxx (as applicable) and all of the CPK Parties electing to participate in the Transfer. Such Transfer by a CPK Party shall be on substantially the same terms and conditions as the Transfer by Flax or Xxxxxxxxxx (as applicable), and such CPK Party shall only be required to make representations and warranties and agree to covenants and indemnities that are substantially similar to those made by Flax or Xxxxxxxxxx (as applicable) with respect to such CPK Parties' ownership of such Shares and those matters necessary for such CPK Parties' to be able to effectuate the Transfer of such Shares to such proposed Transferee, including, without limitation, representations and warranties relating to such CPK Parties' authorization to transfer such Shares, and that the Transfer of such Shares by such CPK Parties will not (y) require any third party consent or (z) conflict with or result in a violation or breach or default of any contract to which such CPK Parties are a party or any governmental law, rule, ordinance or regulation. The failure of any CPK Party to give written notice of election to participate within the fifteen (15) day period described above in this Section 4.2(a) shall specify be deemed an election not to participate. In the percentage event that one or more CPK Party elects to participate in the Transfer, as provided in Section 4.2(a) above, the Transfer shall be completed, in accordance with the terms set forth in the notice given as provided in the first sentence of its Units Section 4.2(a), provided, however, that such Co-Sale Offeree desires each electing CPK Party shall have the right to include in such proposed Transfer a number of Shares determined as provided in Section 4.2(a). In the event that no Remaining Shareholders elect to participate in the Transfer, provided that such percentage shall not exceed Flax or Xxxxxxxxxx (as applicable) may complete the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to Transfer in accordance with the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration notice given as provided in the first sentence of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtainedSection 4.2(a). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer.

Co-Sale Rights. Subject to the right of first opportunity described in Section 10.3 above, if the holder or holders of a majority of the LLC Units shall determine to transfer a majority of the outstanding LLC Units to a third party (athe “Offered Interest”) In the event any Member other than in accordance with Section 10.2 above (for purposes of this Section 11.1510.7, “Selling Members”), the other Members (the “Selling MemberNon-selling Members”) proposes shall have the right to Transfer all or any offer and sell a pro rata portion of its Units (for purposes the Offered Interest determined by multiplying the Offered Interest by such Non-selling Member’s Membership Interest at the time of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice proposed sale (the “Co-Sale NoticeInterest”) ); provided that each Non-selling Member agrees to each make substantially the same representations, warranties, covenants and indemnities and other Member (each, a “similar agreements relating to title to their LLC Units as the Selling Members agree to make in connection with the proposed transfer of their LLC Units. If not all of the Non-selling Members wish to exercise their Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed TransferRights, including the purchase price for the then each Non-selling Member exercising his Co-Sale Units, Rights shall have the proposed purchaser(s), right to sell an additional number of his LLC Units equal to (i) the closing date for Offered Interest times (ii) the sale number of his LLC Units divided by the aggregate number of LLC Units owned by the Selling Members and the portion other Members exercising their Co-Sale Rights expressed as a percentage. The Co-Sale Interest exercised under the Members’ Co-Sale Rights shall reduce the percentage of the Selling Member’s Members’ LLC Units included in the Offered Interest pari passu. Prior to be Transferred (any sale under this Section 10.7, however, the “Selling Members shall give notice to the other Members of their Co-Sale Participation Percentage”). Each CoRights, and the Non-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within selling Members shall have fifteen (15) days after delivery receipt of such notice to determine if they desire to offer their LLC Units to the third party acquiring the Selling Members’ LLC Units. In the event the Selling Members fail to give the Non-selling Members the notice required hereunder, the Selling Members hereby agree, jointly and severally, to purchase, upon request, for cash, payable immediately, that portion of the CoNon-Sale Notice, which notice shall specify the percentage of its selling Members’ LLC Units that such Co-Sale Offeree desires they would have been entitled to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior sell pursuant to the expiration of the fifteen (15)-day period for giving such noticeterms hereof, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable at a purchase price equal to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred aggregate consideration received by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions Members for an equivalent number of this Section 11.15 prior to any subsequent TransferLLC Units.

Co-Sale Rights. (a) In Subject to the event any Member rights of America Online, Inc. (for purposes "AOL") set forth in that certain Stockholders' Agreement, dated as of this November 13, 1998, among the Company, AOL, Provident, Provident Indemnity Life Insurance Company, Health Plan Services, Inc. Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx (the "AOL Agreement"), until the Common Stock is registered under Section 11.1512(b) or 12(g) of the Exchange Act, in connection with a proposed Transfer of Common Stock by a Holder (a "Selling Holder") to a Person other than a Permitted Transferee, each Holder shall have the “Selling Member”) proposes right, but not the obligation, to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s)) that number of shares of Common Stock (or if such number is not an integral number, the closing date for next integral number which is greater than such number) which shall be the sale product of (i) the total number of shares of Common Stock then Beneficially Owned by such Holder on a Fully Diluted Basis and (ii) a fraction, the portion numerator of which shall be the Selling Member’s Units number of shares of Common Stock to be Transferred (by the “Co-Sale Participation Percentage”)Selling Holder and the denominator of which shall be the total number of shares of Common Stock then Beneficially Owned by all of the Holders on a Fully Diluted Basis. Each Co-Sale Offeree may elect The Common Stock to participate in the contemplated Transfer at the same price and be Transferred hereunder shall be Transferred on the same terms and conditions by delivering written notice as those applicable to the Selling Member within fifteen (15) days after delivery of Holder specified in the Co-Sale Notice, which notice including the time of Transfer, form of consideration and per-share price. The failure of any Holder to exercise its rights under this Section 4 shall specify result in such Holder's exclusion from the percentage of its Units that such Co-Transfer specified in the Sale Offeree Notice. If any Holder desires to include in exercise its rights under this Section 4 (each, a "Participating Holder"), such proposed Transfer, provided that such percentage Participating Holder shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such written notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable thereof to the Selling Member Holder no later than those set forth ten days after the date of the Sale Notice. Each Participating Holder shall promptly take all steps described in the Co-Sale Notice at any time within ninety (90) days after expiration to effectuate the Transfer of the Common Stock covered thereby, including without limitation the furnishing of information customarily provided in connection with such a Transfer and the execution of such fifteen (15)-day period for giving notice (providedsales and other transfer documents with such representations, that if warranties, agreements, covenants and indemnities as may be required. This provision shall not permit a Holder to duplicate any governmental rights such holder has as a result of co-sale rights contained in any other agreement or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred security issued by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent TransferCompany.

Co-Sale Rights. (ai) In the event any Member Any IPC Holder (for purposes of this Section 11.15, the “Selling MemberSection 3(c) Transferring Securityholder”) that proposes to Transfer all any IPC Shares (other than in a Transfer of Excluded Securities, or any portion of its Units a Transfer pursuant to Section 3(d), Section 4 or Section 5) (for purposes of 1) within six months following the Original Effective Date, IPC Shares (together with other IPC Shares Transferred under this Section 11.153(c)(i)(1)) representing in excess of 15% of the Securityholder Shares held by to the IPC Group in the aggregate as of the date hereof (determined by reference to their Original Cost) or (2) at any time after six months following the Original Effective Date, the “Co-Sale Units”) other than pursuant to a Permitted Transferany IPC Shares, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) shall deliver a written notice (the “Sale Notice”) to the Company and each other Member Securityholder (each, a the “Co-Sale OffereeParticipation Securityholders”) at least thirty (30) 30 days prior to making such Transfer describing Transfer, specifying in reasonable detail the general identity of the prospective Transferee(s), the number and type of shares to be Transferred and the terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree Participation Securityholder may elect to participate in the contemplated Transfer at the same price per share and on the same terms and conditions by delivering written notice to the Selling Member Section 3(c) Transferring Securityholder within fifteen (15) 20 days after delivery of the Co-Sale Notice, which notice shall become irrevocable after the expiration of such 20-day period and shall specify the percentage number of its Units Securityholder Shares that such Co-Sale Offeree Participation Securityholder desires to include in such proposed Transfer, ; provided that such percentage each Participation Securityholder shall not exceed the Co-Sale Participation Percentage. If be required, as a Co-Sale Offeree does not give such notice prior condition to the expiration being permitted to sell Securityholder Shares pursuant to this Section 3(c), to elect to sell Securityholder Shares of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms same type and conditions that are no more favorable to the Selling Member than those set forth class and in the Co-Sale Notice at any time within ninety same relative proportions (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period which proportions shall be extended until determined on a reasonable time after such approvals are obtained). Any Co-Sale Units not share for share basis) as the Securityholder Shares being Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer.3(c)

Co-Sale Rights. Upon receipt of a Founders Transfer Notice, each of the Purchasing Parties (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than any Purchasing Party who has elected to purchase any of the Founders Offered Securities pursuant to a Permitted Transfer, Section 4(b)(i) hereof and other than the Selling Member shall deliver a written notice (the “Co-Sale Notice”Company) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Founder within 30 days after the effective date of such Founders Transfer Notice. Each of the Purchasing Parties so electing (each a "SELLING PARTY" and collectively the "SELLING PARTIES") will be entitled to sell in the contemplated Transfer, at the same price and on the same terms as specified in the Founders Transfer Notice, a number of shares of Common Stock equal to (and conditions not less than) the product obtained by delivering written notice multiplying (i) the quotient determined by dividing (A) the number of shares of Common Stock held by each such Selling Party (for this purpose, including all shares of Common Stock that were issued to or that are issuable upon conversion of shares of stock and exercise of Derivative Securities held by such Selling Parties), by (B) the aggregate number of shares of Common Stock held by the Transferring Founder (including all shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Transferring Founder) and all other Selling Parties (for this purpose, including all shares of Common Stock that were issued to or are issuable upon conversion of shares of Preferred Stock and exercise of Derivative Securities held by such Selling Parties), by (ii) the aggregate number of shares to be sold in the contemplated Transfer. The Transferring Founder will be entitled to sell in the contemplated Transfer the balance of the shares of the shares proposed to be so sold. The Transferring Founder shall use his or her best efforts to obtain the agreement of the prospective transferee(s) to the participation of each Selling Member Party in any contemplated Transfer and shall not Transfer any shares to such prospective transferee(s) unless such prospective transferee(s) allows the participation of each Selling Party on the terms specified herein. Subject to the foregoing and to the provisions of Section 4(b)(i) above, the Transferring Founder may, within fifteen (15) 90 days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen 30-day period referred to above, transfer the Founders Offered Securities (15)-day period for giving such notice, then reduced by the number of shares of stock with respect to which any of the Selling Member may Parties have elected to participate, if any) to the Purchasing Parties and/or the transferee(s) identified in the Founders Transfer the Co-Sale Units to any Person Notice at a price and on terms and conditions that are no more favorable to the Selling Member Transferring Founder than those set forth specified in the CoTransfer Notice; PROVIDED, that such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the Transferring Founder(s) and naming the Purchasing Parties as intended third-Sale Notice at any time within ninety (90) days after expiration party beneficiaries of such fifteen (15)-day period for giving notice (providedagreement. However, that if such Transfer is not consummated within such 90-day period, the Transferring Founder shall not transfer any governmental or other third party approval is required with respect to such Transfer, then of the Founders Offered Securities as have not been purchased within such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall without again be subject to complying with all of the provisions of this Section 11.15 prior to any subsequent Transfer4.

Co-Sale Rights. (a) In the event If any Member (for purposes of this Section 11.15, the “Selling Member”) proposes Holder desires to Transfer all or any portion of its Units (for purposes of this Section 11.15Units, the “Co-Sale Units”) other than pursuant to in a Permitted Transfer, in a Transfer to one or more of the Selling Member KPS Members pursuant to Section 11.2 or in a Transfer as part of an Approved Sale or Qualified Public Offering, such Transferring Holder shall deliver a give written notice thereof (the “Co-Sale Notice”) to each the Company and the Members (other Member than the Transferring Holder, if applicable) (eachthe “Other Members”), a “Co-Sale Offeree”) of the Transferring Holder’s intention to so Transfer at least thirty (30) calendar days prior to making such Transfer. The Sale Notice, which may be the same notice as the Offer Notice, shall include (i) a certified statement by the Transferring Holder as to its bona fide intention to Transfer describing such Offered Units, (ii) the general terms number of Offered Units proposed to be Transferred and conditions (iii) a reasonably detailed description of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(sprospective Transferee(s), the closing date for the minimum price and terms on which such sale and the portion of the Selling Member’s Units to may be Transferred (the “Co-Sale Participation Percentage”)made. Each Co-Sale Offeree The Other Members may elect to participate in such Transfer at the same price per Unit and on the same terms by delivering written notice to the Transferring Holder within thirty (30) calendar days after delivery of the Sale Notice. If any Other Members have elected to participate in such Transfer (each an “Electing Other Member”), the Transferring Holder and each Electing Other Member shall be entitled to sell in the contemplated Transfer Transfer, at the same price and on substantially the same terms and conditions by delivering written notice terms, a number of Units equal to the Selling Member within fifteen result of (15A) days after delivery of the Co-Sale Notice, which notice shall specify an amount equal to (1) the percentage of its Units that owned by such Co-Sale Offeree desires to include in such proposed Transfer, provided that such Person divided by (2) the aggregate percentage shall not exceed of Units owned collectively by the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to Transferring Holder and the expiration Electing Other Members multiplied by (B) the aggregate number of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth be sold in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent contemplated Transfer.

Co-Sale Rights. McKixxxxx xxxees that during the period ending on the consummation of a Qualifying IPO or immediately after the closing of the sale or merger of the Company (a) In where the event Company is not the surviving entity or where there otherwise is a change of control), he will not sell any Member (for purposes shares of this Section 11.15, Common Stock of the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice Company owned by him (the “Co-Sale Notice”"McKixxxxx Xxxmon Stock") to each other Member without notifying the Investors twenty (each, a “Co-Sale Offeree”20) at least thirty (30) or more days prior to making the closing of such Transfer describing sale and permitting the general Investors to participate (through the sale of shares of Common Stock) in such sale on a pro-rata basis. An Investor's pro-rata share shall be that number of shares of stock equal to the product obtained by multiplying the aggregate number of shares proposed to be sold in such transaction by a fraction, the numerator of which is the number of shares of Common Stock then owned by such Investor (on as as-converted basis), and the denominator of which is the total number of share of common Stock then owned by McKixxxxx xxx the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (on an as-converted basis). It is understood that McKixxxxx xxx granted similar co-sale rights to holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock pursuant to prior agreements, that the calculation of the Investors' pro-rata participation rights in accordance with the preceding sentence shall be made without reference to such other co-sale rights, and that McKixxxxx xxxll be responsible for honoring all co-sale rights in accordance with the respective agreements. Each Investor must notify McKixxxxx xx writing that such Investor will participate in such sale (and sell such Investor's shares of Common Stock in strict accordance with the terms and conditions of such sale as described in the proposed Transfernotice) on or before ten (10) business days before the anticipated closing of such sale, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect or such Investor will have no right to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage sale. This Section 8.6 shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units pertain to any Person on terms and conditions that are no more favorable transfers by McKixxxxx xx his ancestors, descendants or spouse or to trusts for the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration benefit of such fifteen (15)-day period for giving notice (providedpersons, that if or any governmental or other third party approval is required with respect bona fide gift by McKixxxxx; xxovided, however, any shares of McKixxxxx'x Xxxmon Stock transferred in a transaction described in this sentence shall continue to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of same co-sale obligations set forth in this Section 11.15 prior 8.6 as if McKixxxxx xxxtinued to any subsequent Transferown such shares.

Co-Sale Rights. (ai) In the event any Member Any IPC Holder (for purposes of this Section 11.15, the “Selling MemberSection 3(c) Transferring Securityholder”) that proposes to Transfer all any IPC Shares (other than in a Transfer of Excluded Securities, or any portion of its Units a Transfer pursuant to Section 3(d), Section 4 or Section 5) (for purposes of 1) within six months following the date Original Effective Date, IPC Shares (together with other IPC Shares Transferred under this Section 11.153(c)(i)(1)) representing in excess of 15% of the Securityholder Shares held by to the IPC Group in the aggregate as of the date hereof (determined by reference to their Original Cost) or (2) at any time after six months following the Original Effective Date, the “Co-Sale Units”) other than pursuant to a Permitted Transferany IPC Shares, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) shall deliver a written notice (the “Sale Notice”) to the Company and each other Member Securityholder (each, a the “Co-Sale OffereeParticipation Securityholders”) at least thirty (30) 30 days prior to making such Transfer describing Transfer, specifying in reasonable detail the general identity of the prospective Transferee(s), the number and type of shares to be Transferred and the terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree Participation Securityholder may elect to participate in the contemplated Transfer at the same price per share and on the same terms and conditions by delivering written notice to the Selling Member Section 3(c) Transferring Securityholder within fifteen (15) 20 days after delivery of the Co-Sale Notice, which notice shall become irrevocable after the expiration of such 20-day period and shall specify the percentage number of its Units Securityholder Shares that such Co-Sale Offeree Participation Securityholder desires to include in such proposed Transfer, ; provided that such percentage each Participation Securityholder shall not exceed the Co-Sale Participation Percentage. If be required, as a Co-Sale Offeree does not give such notice prior condition to the expiration being permitted to sell Securityholder Shares pursuant to this Section 3(c), to elect to sell Securityholder Shares of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms same type and conditions that are no more favorable to the Selling Member than those set forth class and in the Co-Sale Notice at any time within ninety same relative proportions (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period which proportions shall be extended until determined on a reasonable time after such approvals are obtained). Any Co-Sale Units not share for share basis) as the Securityholder Shares being Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer.3(c)