Common use of Preferred Shareholder’s Co-Sale Right Clause in Contracts

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 above shall be subject to co-sale rights under this Section 4.3 and each Series B Preferred Shareholder or Series A Preferred Shareholder who has not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten (10) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holder exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 above (the “Co-Sale Offered Shares”), shall be subject to co-sale rights under this Section 4.3 and each Series B Preferred Shareholder or Series A Preferred Shareholder who has not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten thirty (1030) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Co-Sale Offered Shares on the same terms and conditions as set forth in the Transfer NoticeNotice (the “Participating Preferred Shareholder”); provided that the prospective purchaser of such Co-Sale Offered Shares agrees to comply with and be bound by this Agreement, as such maybe amended from time to time, to the fullest extent. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder Participating Preferred Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right HolderPreferred Shareholder. To the extent one or more of the Co-Sale Right Holder Preferred Shareholder exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder Preferred Shareholder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder any Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 above shall be subject to co-sale rights under this Section 4.3 and each Series B Preferred Shareholder or Series A Preferred Non-Selling Shareholder who has have not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder Non-Selling Shareholders (the “Co-Sale Notice”) within ten twenty (1020) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute fully-diluted and as-converted to Ordinary Shares basis) that such Coparticipating Non-Sale Right Holder Selling Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such CoNon-Sale Right HolderSelling Shareholder. To the extent one or more of the CoNon-Sale Right Holder Selling Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each CoNon-Sale Right Holder Selling Shareholder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Rights Holders have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 4.3 above shall be subject to co-sale rights under this Section 4.3 4.4 and each Series B Preferred Shareholder or Series A Preferred Shareholder who has not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Rights Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten thirty (1030) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the First Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Rights Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Rights Holder. To the extent one or more of the Co-Sale Right Rights Holder exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Rights Holder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 above shall be subject to co-sale rights under this Section 4.3 and each Series B Preferred Shareholder or Series A Preferred Non-Selling Shareholder who has have not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten five (105) days Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder participating Preferred Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such CoNon-Sale Right HolderSelling Shareholder. To the extent one or more of the CoNon-Sale Right Holder Selling Shareholder exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder Preferred Shareholder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 (excluding for purpose of this Section 4.3 Shares held by Dreamsome) above shall be subject to co-sale rights under this Section 4.3 and each Series B Preferred Non-Selling Shareholder or Series A Preferred Shareholder who that has not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten thirty (1030) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder participating Preferred Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such CoNon-Sale Right HolderSelling Shareholder. To the extent one or more of the CoNon-Sale Right Holder Selling Shareholder exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder Preferred Shareholder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered SharesShares and the Selling Shareholder is an Ordinary Shareholder, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 4.3 above shall be subject to co-sale rights under this Section 4.3 4.4 and each Series B Preferred Shareholder or Series A Preferred Shareholder who that has not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right HoldersHolder”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder Co-Sale Right Holder (the “Co-Sale Notice”) within ten twenty (1020) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holder Holders exercise such co-sale right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered SharesShares and the Selling Shareholder is the Ordinary Shareholder, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 above shall be subject to co-sale rights under this Section 4.3 and each Series B Preferred Shareholder or Series A Preferred Shareholder who has not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten (10) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder participating Preferred Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right HolderPreferred Shareholder. To the extent one or more of the Co-Sale Right Holder Preferred Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder Preferred Shareholder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 4.3 above shall be subject to co-sale rights under this Section 4.3 4.4 and each Series B Preferred Shareholder or Series A Preferred Shareholder who has have not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten thirty (1030) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder participating Preferred Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right HolderPreferred Shareholder. To the extent one or more of the Co-Sale Right Holder Preferred Shareholder exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder Preferred Shareholder shall be subject to the following terms and conditions:

Preferred Shareholder’s Co-Sale Right. In the event that the ROFR Shareholder Non-Selling Shareholders have not exercised their right of first refusal with respect to any or all of the Offered Shares, then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 above shall be subject to co-sale rights under this Section 4.3 and each Series B Preferred Shareholder or Series A Preferred Shareholder who has have not exercised any of its right of first refusal with respect to the Offered Shares and each Series Seed Preferred Shareholder (other than the Founders) (collectively, the “Co-Sale Right Holders”) shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholder (the “Co-Sale Notice”) within ten thirty (1030) days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder participating Preferred Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right HolderPreferred Shareholder. To the extent one or more of the Co-Sale Right Holder Preferred Shareholder exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares or Preferred Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder Preferred Shareholder shall be subject to the following terms and conditions: