Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Stock pursuant to Sections 2.2, 2.3 and 2.4 hereof, the Key Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock determined under Section 2.5(b) that such Investor may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock that such Key Holder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Stock pursuant Selling Stockholder Shares subject to Sections Section 2.2 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2, 2.3 and 2.4 hereof, then the Key Holder Selling Stockholder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Holder Selling Stockholder with a copy to the Company within fifteen (15) 15 days after receipt of the Co-Sale Notice, to participate in such Transfer of Selling Stockholder Shares on the same terms and conditions. Such notice shall indicate the maximum number of Shares up to that number of shares of Investor Stock determined under Section 2.5(b2.3(b) that such Investor may elect investor wishes to sell under his or her its right to participateparticipate (the “Investor Shares”). To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock Selling Stockholder Shares that such Key Holder Selling Stockholder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Stock pursuant subject to Sections 2.2, 2.2 and 2.3 and 2.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then the Key Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Holder Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock determined under Section 2.5(b2.4(b) that such Investor may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock that such Key Holder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Stock pursuant subject to Sections 2.2, 2.3 4.3 and 2.4 4.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 4.3 and 4.4, then the Key Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Holder with a copy to the Company within fifteen (15) 15 days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Holder Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 2.5(b4.5(b) that such Investor may elect wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock that such Key Holder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Stock pursuant to Sections 2.2, 2.3 and 2.4 hereof, the Key Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Key Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock determined under Section 2.5(b) that such Investor may elect to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock that such Key Holder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and and/or the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Founder Stock pursuant subject to Sections 2.2, 2.2 and/or 2.3 and 2.4 hereof, following the Key Holder exercise or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then the Founder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “"Co-Sale Notice”") that each such Investor shall have the right, exercisable upon written notice to such Key Holder Founder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Founder Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 2.5(b2.4(b) that such Investor may elect wishes to sell under his or her right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Founder Stock that such Key Holder Founder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Major Investors and the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Key Holder Stock pursuant subject to Sections 2.2, 2.2 and 2.3 and 2.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.3, then the Key Holder shall first deliver to the Company and each Major Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Major Investor shall have the right, exercisable upon written notice to such Key Holder with a copy to the Company within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of Key Holder Stock on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 2.5(b2.4(b) that such Major Investor may elect wishes to sell under his or her right to participate. To the extent one or more of the Major Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock that such Key Holder may sell in the transaction shall be correspondingly reduced.