Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. No later than fifteen (15) calendar days after its receipt of the Co-Sale Notice, each Co-Sale Stockholder shall notify the Transferring Stockholder of such Co-Sale Stockholder’s intent to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder by (b) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common Stock of the Corporation held by such Co-Sale Stockholder on the date of the Co-Sale Notice, and the denominator of which shall be the total number of shares of Common Stock of the Corporation held by all Co-Sale Stockholders and the Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant to the terms hereof.

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

Right of Co-Sale. No later than fifteen (15) calendar days after its receipt If all of the Transfer Shares proposed to be sold by a Seller are not purchased by the Company or the Investors as provided in Section 1.3, the Seller shall deliver a notice to each non-purchasing Investor informing it of the number of Transfer Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Co-Sale NoticeShares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, each Co-Sale Stockholder shall notify exercisable upon written notice to the Transferring Stockholder Seller within five (5) days after the receipt of such Co-Sale Stockholder’s intent notice from the Seller, to elect to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant Investor with the Seller to the terms Transferee. The delivery of the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes notice of election under this Section 2.4.2shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer then the number of Transfer Shares shares of Stock that may be sold by the Transferring Stockholder Seller and each such Investor in such Transfer shall be equal reduced to the product obtained by multiplying (a) the total aggregate number of Transfer Shares being Transferred by shares of Stock that the Transferring Stockholder Transferee is willing to acquire by (b) a fraction, calculated in accordance with Section 2.6, fraction the numerator of which shall be is the total number of shares of Common Stock of requested to be Transferred by the Corporation held Seller in the Seller’s Notice or by such Co-Sale Stockholder on Investor in the date of the Co-Sale Noticenotice delivered under this Section, as applicable, and the denominator of which shall be is the total combined number of shares of Common Stock of the Corporation held Company so requested be Transferred by the Seller and all Co-Sale Stockholders participating Investors. The Stock to be sold shall be transferred by the Seller and the Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer participating Investors to the prospective purchaser all or any portion Transferee in consummation of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to Stock pursuant to the terms hereofand conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2.

Right of Co-Sale. No later If the Company and the Investors have waived or failed to timely exercise their Rights of First Refusal under paragraph 3 with respect to any portion of the Offered Stock, then, subject to the Investors’ Right of Co-Sale, the Seller may Transfer to the Transferee such remaining portion of the Offered Stock as was specified in the Seller’s Notice, by giving written notice to each Investor within five (5) days after the date of the expiration of the Investors’ Refusal Period (the “Right of Co-Sale Notice”), specifying the date of the Transfer of the Offered Stock to such Transferee which shall not occur earlier than fifteen (15) calendar days nor later than thirty (30) days after its receipt the date of mailing or other transmission of the Right of Co-Sale NoticeNotice (the “Closing”), and the number of shares and type of Stock that the Seller desires to Transfer to the Transferee. If the Seller desires to Transfer to the Transferee such Offered Stock, each Co-Sale Stockholder Investor shall notify have the Transferring Stockholder of right to require, as a condition to such Co-Sale Stockholder’s intent sale or transfer, that the Transferee agree to sell to purchase from such Investor, at the prospective purchaser of same price per share and on the Transferring Stockholder’s Transfer Shares all same terms and conditions as involved in such sale or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares disposition by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder by (b) Seller, a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common such Investor’s Stock (regardless of the Corporation held by such Co-Sale Stockholder on the date class and series thereof) equal to a percentage of the Co-Sale Notice, and Offered Stock equivalent to the denominator Investor’s Share. The amount of which Offered Stock the Seller may actually Transfer to the Transferee (after the application of this Section 4) shall be reduced by the total number of shares of Common Investors’ Stock that the Transferee purchases pursuant to this Section 4(a). This Right of the Corporation held by all Co-Sale Stockholders and shall not apply with respect to Offered Stock sold or to be sold to Investors or the Transferring Stockholder on the date Company under their Right of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant to the terms hereofFirst Refusal.

Right of Co-Sale. (a) No later than fifteen Selling Shareholder shall enter into any transaction that would result in the sale or contract for sale by him of any Capital Stock now or hereafter owned by him (15) calendar days after its receipt of the Co-Sale Noticeincluding, each Co-Sale Stockholder shall notify the Transferring Stockholder of such Co-Sale Stockholder’s intent without limitation, any sale to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all another Shareholder or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) a third party pursuant to the terms of Section 2.2, but not including a sale of shares to the Transferring Stockholder proposes Company pursuant to Transfer its Transfer Shares. For purposes the first offer rights contained in Section 2.2 or a transfer exempt from Section 2.2 under Section 2.2(g)) unless prior to such sale or contract or option for sale and simultaneously with the giving of notice required by Section 2.2(b) the Selling Shareholder shall give notice to each Eligible Offeree Shareholder of his intention to effect such sale or contract or option for sale in order that the Eligible Offeree Shareholders may exercise their rights under this Section 2.4.22.3 as hereinafter described. Such notice shall set forth (i) the number of shares to be sold, each Co-Sale Stockholder’s “Co-Sale Allocation” contracted to be sold, or optioned by the Selling Shareholder; (ii) the principal terms of the sale, including the price at which the shares are intended to be sold; (iii) the percentage such number of shares constitutes with respect to each Transfer the aggregate number of Transfer Common Stock Equivalent Shares then held by the Transferring Stockholder Selling Shareholder (the "Sale Portion"); and (iv) an offer by the Selling Shareholder to cause to be included with the shares to be sold by him in the sale, on the same terms and conditions, that number of Common Stock Equivalent Shares then held by each Eligible Offeree Shareholder, which number shall be equal to the product obtained by multiplying (ax) the total Sale Portion of the Common Stock Equivalent Shares then held by the Eligible Offeree Shareholder, (y) at the option of the Eligible Offeree Shareholder, a lesser number of Transfer Shares being Transferred by the Transferring Stockholder by shares, or (bz) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total such number of shares of Common Stock of the Corporation held by such Co-Sale Stockholder on the date of the Co-Sale Notice, and the denominator of which shall be the total number of shares of Common Stock of the Corporation held by all Co-Sale Stockholders and the Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest determined in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant to the terms hereofSection 2.3(c).

Right of Co-Sale. No later than fifteen (15) calendar days after its receipt of the Co-Sale Notice, each Co-Sale Stockholder Shareholder shall notify the Transferring Stockholder Shareholder of such Co-Sale StockholderShareholder’s intent to sell to the prospective purchaser of the Transferring StockholderShareholder’s Transfer Shares all or any part of such Co-Sale StockholderShareholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder Shareholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale StockholderShareholder’s “"Co-Sale Allocation” " with respect to each Transfer of Transfer Shares by the Transferring Stockholder Shareholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder Shareholder by (b) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common Stock Shares of the Corporation Company held by such Co-Sale Stockholder Shareholder on the date of the Co-Sale Notice, and the denominator of which shall be the total number of shares of Common Stock Shares of the Corporation Company held by all Co-Sale Stockholders Shareholders and the Transferring Stockholder Shareholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder Shareholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale StockholderShareholder’s Co-Sale Allocation, then the Transferring Stockholder Shareholder shall assign to such Co-Sale Stockholder Shareholder as much of the Transferring StockholderShareholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder Shareholder shall be entitled to pursuant to the terms hereof.

Right of Co-Sale. No later Each Participating Co-Sale Stockholder will have the right to participate in the Transfer of any Equity, other than Equity sold pursuant to Section 3.1(a) or 3.1(b), in the manner set forth herein (the “Right of Co-Sale”). Transferring Co-Sale Stockholder shall give written notice to each of the Participating Co-Sale Stockholders not less than fifteen (15) calendar days after its receipt before it proposes to Transfer such Equity to a specified Transferee (“Stockholder’s Sale Notice”). Such Stockholder’s Sale Notice shall contain the terms, in reasonable detail, of the Co-Sale Noticeproposed Transfer, each including the Offered Price and the identity of any Transferee from whom Transferring Co-Sale Stockholder shall notify has received an offer to purchase the Transfer Securities or to whom Transferring Co-Sale Stockholder proposes to sell the Equity. Pursuant to this Section 4, each Participating Co-Sale Stockholder may elect to Transfer to any Transferee(s) identified in the Stockholder’s Sale Notice up to that amount of Equity owned by such Participating Co-Sale Stockholder that is equal to the Participating Co-Sale Stockholder’s intent to sell to the prospective purchaser Pro Rata Share of the Remaining Equity by giving written notice to Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder within fifteen (15) days after the date of Stockholder’s Sale Notice, specifying the number of shares and type of Equity that such Participating Co-Sale Allocation (as defined below) pursuant Stockholder desires to transfer to each Transferee by exercising the terms the Transferring Stockholder proposes to Transfer its Transfer SharesRight of Co-Sale. For purposes of this Section 2.4.24, each a Participating Co-Sale Stockholder’s “Co-Sale AllocationPro Rata Share” with respect to each Transfer will be defined as the proportion that the Capital Holdings of Transfer Shares by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder by (b) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common Stock of the Corporation held by such Participating Co-Sale Stockholder on the date of the Co-Sale Notice, and the denominator of which shall be bear to the total number Capital Holdings of shares of Common Stock of the Corporation held by all Co-Sale Stockholders and the Transferring Stockholder on the date of the Co-Sale Notice. If participating in such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant to the terms hereofTransfer.

Right of Co-Sale. No later than fifteen If the Company and Remaining Shareholders have waived or failed to timely exercise their Rights of First Refusal to purchase all of the Offered Stock, each Remaining Shareholder will have the right to participate in the sale of any Remaining Offered Stock in the manner set forth herein (15the "RIGHT OF CO-SALE"). Pursuant to this Section 4, each Remaining Shareholder may transfer to the Proposed Transferee(s) calendar identified in the Selling Shareholder's Notice such Remaining Shareholder's Pro Rata Share of the Remaining Offered Stock by giving written notice to the Selling Shareholder within ten (10) days after its receipt the date of the Shareholders' Expiration Notice; specifying the number of shares and type of Stock that such Remaining Shareholder desires to transfer to each Proposed Transferee by exercising the Right of Co-Sale Notice, each Co-Sale Stockholder shall notify the Transferring Stockholder of such Co-Sale Stockholder’s intent to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder proposes to Transfer its Transfer SharesSale. For purposes of this Section 2.4.24, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder shall a Remaining Shareholder's "Pro Rata Share" will be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder by (b) defined as a fraction, calculated in accordance with Section 2.6, the numerator of which shall be is the total number of shares of Common Stock of the Corporation held then owned (or deemed to be held) by such Co-Sale Stockholder on the date of the Co-Sale NoticeRemaining Shareholder, and the denominator of which shall be is the total number of shares of Common Stock of the Corporation held then owned (or deemed to be held) by all Remaining Shareholders having a Right of Co-Sale Stockholders and hereunder plus the Transferring Stockholder on number of shares of Stock held by the date of Selling Shareholder who proposes the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant to the terms hereofTransfer.

Right of Co-Sale. No later than fifteen On a proposed sale by an Original Shareholder (15) calendar days after being a “Vendor” pursuant to Clause 3), an Investor who does not exercise its receipt rights of first refusal pursuant to Clause 3, may, in lieu of the Co-same (but without prejudice to the rights of first refusal of other Shareholders in respect of the Vendor’s Sale NoticeShares under Clause 3), each Co-Sale Stockholder shall notify the Transferring Stockholder Vendor and the Board of such Co-Sale Stockholder’s intent its wish to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (its Shares on the same terms as defined below) pursuant those on which the Vendor proposes to sell its Shares to the terms Purchaser. The Investor’s right of co-sale shall be determined as of the Transferring Stockholder proposes date that the Sale Notification is delivered to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder Company and shall be equal to the product obtained number of Sale Shares (or such larger number of Shares which the Purchaser is willing to purchase) (on an as converted basis) multiplied by multiplying a fraction, the numerator of which is the number of Shares held by the Investor(on an as converted basis) and the denominator of which is the sum of (ax) the total number of Transfer Shares being Transferred (on an as converted basis) held by all the Transferring Stockholder by Investors plus (by) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common Stock of the Corporation Shares (on an as converted basis) held by such the Vendor (the “Right of Co-Sale Stockholder on Pro Rata Share”). The Investor exercising its co-sale right shall have the date right to sell (and the Vendor shall procure the sale) to the Purchaser of the such Investor’s Right of Co-Sale Notice, and Pro Rata Share simultaneously with the denominator closing of which shall be the total number of shares of Common Stock of the Corporation held by all Co-Sale Stockholders and the Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer sale to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale AllocationPurchaser, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to pursuant subject to the terms hereofand conditions set forth in the Sale Notification.

Right of Co-Sale. No later (a) If any Investor Holder wishes to Transfer any Shares owned by such Investor Holder to any other Person (the "Purchaser") in one or more transactions (other than fifteen a Permitted Transfer) and immediately after giving effect to such transaction(s) the Investor Stockholders in the aggregate will own less than 51% of the Company's outstanding shares of Common Stock, pursuant to the terms of a bona fide offer received from a third party, such transferring Investor Holder shall submit to the Other Stockholders the terms of such offer in writing to sell such Shares (15the "Co-Sale Shares") calendar on terms and conditions, including price, on which such Seller proposes to sell such Shares to such third party (the "Co-Sale Offer"). The Co-Sale Offer shall disclose (i) the identity of the proposed purchaser or transferee, (ii) the Co-Sale Shares proposed to be sold or transferred, (iii) the total number of Shares owned by the Seller, (iv) the agreed terms, including price of the sale or transfer, and any other material facts relating to the sale or transfer. Each Other Stockholder shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from such Other Stockholder at the same price and on the same terms and conditions as involved in such sale or disposition by such transferring Investor Stockholder, the number of Shares owned by such Other Stockholder equal to the aggregate number of Shares to be purchased by the Purchaser multiplied by its Proportionate Percentage. Within ten (10) days after its receipt of the Co-Sale NoticeOffer, each Co-Sale any such Other Stockholder shall notify the Transferring give notice to such Investor Stockholder of such Co-Sale Stockholder’s its intent to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred by the Transferring Stockholder by (b) a fraction, calculated in accordance with Section 2.6, the numerator of which shall be the total number of shares of Common Stock of the Corporation held by such Co-Sale Stockholder on the date of the Co-Sale Notice, and the denominator of which shall be the total number of shares of Common Stock of the Corporation held by all Co-Sale Stockholders and the Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the prospective purchaser all or any portion of such Co-Sale Stockholder’s Co-Sale Allocationits Pro Rata Share, then the Transferring Stockholder which communication shall assign be delivered to such Co-Sale Stockholder as much of the Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Co-Sale Stockholder shall be entitled to transferring Investor Holder pursuant to the terms hereofSection 10.2 below.

Right of Co-Sale. No later than fifteen (151) calendar days after its receipt Prior to a Qualifying Offering and for so long as the Investors and their Affiliates own 50% or more of the Co-Sale NoticeSecurities purchased pursuant to the Securities Purchase Agreement, each Co-Sale Stockholder in the event that an Existing Investor desires to sell any or all of the shares of Common Stock (excluding shares of Common Stock issuable upon conversion of Series B Stock) owned by such Securityholder and receives a bona fide offer therefor (the "Selling Securityholder"), such Selling Securityholder shall so notify the Transferring Stockholder Investors in writing. The notice to the Investors shall be delivered by hand, or by first-class, certified or overnight mail or courier, postage prepaid, or by telecopier (with telephonic confirmation of such Co-Sale Stockholder’s intent receipt), to sell their respective addresses as shown on the books of the Company, which addresses shall be provided to the Selling Securityholder by the Company. Each notice shall set forth the identity and mailing address of the prospective purchaser ("Prospective Purchaser"), the quantity and description of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant Common Stock proposed to be sold, the terms price per share to be received therefor, the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) the total number of Transfer Shares being Transferred shares which may be sold by the Transferring Stockholder by (b) a fraction, calculated each Investor as determined in accordance with Section 2.6, herewith and the numerator address of the Selling Securityholder to which the Investors may send notices to such Selling Securityholder required hereunder. Such notice shall be state the total maximum number of shares of Common Stock which may be sold to the Prospective Purchaser by each Investor as determined in accordance herewith. Each Investor shall thereupon be entitled for a period of the Corporation held by such Co-Sale Stockholder on 20 days after the date of such notice to offer to sell to the Co-Sale NoticeProspective Purchaser, for such price and upon such terms, the denominator proportion (rounded to the nearest whole share) of which shall be the total number of shares of Common Stock proposed to be sold as such Holder's aggregate holding of Securities then bears to the Corporation aggregate amount of Securities then held by all CoInvestors exercising their rights of co-Sale Stockholders sale under this subsection (A). The rights granted to the Investors in this subsection (A) may be exercised in whole or in part and shall be exercised by the Transferring Stockholder on tender, conditioned upon receipt of the consideration for the Common Stock sold hereunder of the maximum number of shares of Common Stock (or Series B Stock convertible into such number of shares of Common Stock) the Holder thereof desires to sell, endorsed and in transferable form, free and clear of liens, claims, security interests and other encumbrances, to the Company, which shall act as agent for purposes of such sale. On the first business day following the date 20 days following the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer first notice given to the prospective purchaser all or Investors, the Company shall notify the Selling Securityholder, the Investors, and the Prospective Purchaser of the amount of Securities to be sold under this subsection (A), the price to be paid for any portion shares of Common Stock and the price therefor. In such notice to the Prospective Purchaser, the Company shall direct the Prospective Purchaser to furnish to the Company, as agent, within 10 days of the date of such Co-Sale Stockholder’s Co-Sale Allocationnotice, then the Transferring Stockholder shall assign to price of such Co-Sale Stockholder as much tendered shares of the Transferring Stockholder’s interest Common Stock in the agreement for form of an official bank or certified check or checks in specified amounts. Promptly upon receipt of such check or checks, the sale of the Transfer Shares as such Co-Sale Stockholder Company shall be entitled to pursuant (i) transmit each check (duly endorsed, if necessary) to the terms hereof.respective tendering Holder or Holder of Securities (ii) transfer the shares so